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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 7)
_________________
COMSAT CORPORATION
(Name of Subject Company)
REGULUS, LLC
LOCKHEED MARTIN CORPORATION
(Bidders)
Common Stock, Without Par Value
(Title of Class of Securities)
20564D107
(CUSIP Number of Class of Securities)
STEPHEN M. PIPER, ESQ.
LOCKHEED MARTIN CORPORATION
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Bidders)
COPY TO:
DAVID G. LITT, ESQ.
O'MELVENY & MYERS LLP
555 13TH STREET, N.W.
SUITE 500 WEST
WASHINGTON, D.C. 20004-1109
(202) 383-5300
CALCULATION OF FILING FEE
Transaction Valuation(1): $1,169,509,386 Amount of Filing Fee: $227,901
(1) Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 25,703,503 shares of common stock, without
par value (the "Shares"), of COMSAT Corporation (the "Company") at a price
per Share of $45.50 in cash (the "Offer Price"). Such number of shares
represents 49% of the shares of Common Stock of the Company outstanding as
of September 11, 1998, minus the number of shares of the Series II Common
Stock of the Company outstanding as of September 11, 1998.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $227,901 Filing Parties: Regulus, LLC and
Lockheed Martin Corporation
Form or registration no.: Schedule 14D-1 Date Filed: September 25, 1998
(Continued on following page(s))
(Page 1 of 5 pages)
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This Amendment No. 7 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") amends and supplements the Schedule 14D-1 of Regulus, LLC, a
single member Delaware limited liability company (the "Purchaser") and a wholly-
owned subsidiary of Lockheed Martin Corporation, a Maryland corporation
("Parent"), in respect of the tender offer (the "Offer") by the Purchaser to
purchase up to 49% (less certain adjustments) of the issued and outstanding
shares (the "Shares") of common stock, without par value, of COMSAT Corporation,
a District of Columbia corporation (the "Company"), at a price of $45.50 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated September 25,
1998 (the "Offer to Purchase") and in the related Letter of Transmittal. The
Offer is being made pursuant to an Agreement and Plan of Merger dated as of
September 18, 1998, among the Company, Parent and Deneb Corporation, a wholly-
owned subsidiary of Parent. The Schedule 14D-1 was initially filed with the
Securities and Exchange Commission on September 25, 1998. Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-1 and the
Offer to Purchase, which is attached as Exhibit (a)(1) to the Schedule 14D-1.
The Purchaser and Parent hereby amend and supplement the Schedule 14D-1 as
follows:
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY
Item 3(a) is hereby amended and supplemented by the addition of the
following paragraph thereto:
Standard Technology, Inc., a technology, engineering and systems integration
firm, has provided services to Parent under various contracts, which resulted
from arms-length negotiations, in connection with a Department of Defense
program. Kathryn C. Turner, a director of the Company since August 1997, is the
Chairman, CEO and sole shareholder of Standard Technology, Inc. Parent paid
Standard Technology, Inc. $2,178,418, $1,846,662, $2,008,766 and $1,787,082 in
1995, 1996, 1997 and 1998, respectively, under those contracts.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the addition of the
following paragraphs thereto:
On February 25, 1999, Parent issued the press release attached hereto as
Exhibit (a)(15) pursuant to which it announced that the Purchaser had extended
the Offer until 12:00 midnight, New York City time on Monday, May 3, 1999. The
press release also notes that, at the request of Parent, a proposal to approve
the Merger and the Merger Agreement will be submitted to the shareholders of the
Company for their approval at the Company's 1999 annual meeting of shareholders,
which has been scheduled for Friday, June 18, 1999. The full text of the press
release is incorporated herein by reference. The terms of the extended Offer
otherwise remain the same as those of the original Offer as set forth in the
Offer to Purchase filed with the Securities and Exchange Commission on September
25, 1998. The Offer is being extended because certain required regulatory and
shareholder approvals have not yet been obtained.
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According to First Chicago Trust Company of New York, the depositary for
the offer, as of the close of business on February 24, 1999, 9,651,595 shares of
Company Common Stock had been validly tendered and not withdrawn pursuant to the
Offer. None of these shares were tendered pursuant to notices of guaranteed
delivery.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
paragraph thereto:
(a)(15) Text of Press Release issued February 25, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 25, 1999
REGULUS, LLC
By: /s/ Stephen M. Piper
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Name: Stephen M. Piper
Title: Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 25, 1999
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
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Name: Stephen M. Piper
Title: Assistant Secretary
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14D-EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(15) Text of Press Release issued February 25, 1999
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Exhibit(a)(15)
For Immediate Release
LOCKHEED MARTIN TENDER OFFER
FOR COMSAT EXTENDED UNTIL MAY 3, 1999;
COMSAT SHAREHOLDERS TO VOTE JUNE 18, 1999
BETHESDA, Maryland, February 25, 1999--Lockheed Martin Corporation (NYSE:LMT)
said today that its wholly owned subsidiary, Regulus, LLC, is extending its
offer to purchase up to 49% (less certain adjustments) of the outstanding shares
of common stock of COMSAT Corporation (NYSE:CQ) at a price of $45.50 per share,
net to the seller in cash, until 12:00 midnight, New York City time, on Monday,
May 3, 1999.
The offer previously had been scheduled to expire on March 4, 1999. The terms
of the extended tender offer otherwise remain the same as those of the original
offer as set forth in the offering materials filed with the Securities &
Exchange Commission on September 25, 1998. The offer is being extended because
certain regulatory and shareholder approvals are yet to be obtained.
In a related development, at the request of Lockheed Martin, COMSAT shareholders
will vote on a proposal to approve the combination of COMSAT and a wholly owned
subsidiary of Lockheed Martin and the related merger agreement during COMSAT's
1999 annual meeting of shareholders scheduled for Friday, June 18.
According to First Chicago Trust Company of New York, the depositary for the
tender offer, as of the close of business on February 24, 1999, 9,651,595 shares
of COMSAT Corporation had been validly tendered and not withdrawn pursuant to
the offer. None of these shares were tendered pursuant to notices of guaranteed
delivery.
The Information Agent for the offer is Morrow & Co., Inc., and questions about
the tender offer may be addressed to Morrow at 1/800-566-9061. The Dealer
Manager is Bear, Stearns & Co., Inc. and questions may be addressed to it at
1/800-762-5237.
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The proposed Lockheed Martin/COMSAT strategic combination was announced
September 20, 1998. Upon completion of the transaction, COMSAT will become an
integral element of Lockheed Martin Global Telecommunications, a new subsidiary
formed to concentrate and extend Lockheed Martin's role in the rapidly expanding
global telecommunications marketplace. The new subsidiary provides global
telecommunications services to corporate and government customers worldwide.
As explained in the original offering materials, it was expected that a
significant period of time would elapse between the commencement and
consummation of the offer because of the regulatory approvals required in order
to satisfy the conditions of the offer. As a result, the tender offer
expiration date may be extended additional times while such approvals are
sought. In addition, in view of the need for U.S. congressional legislation
relating to the amendment or repeal of the Communications Satellite Act of 1962,
and for additional regulatory approvals as conditions to the consummation of the
combination, there may be a further significant period of time between the
purchase of shares pursuant to the offer and the consummation of the
combination.
There can be no assurance that any such regulatory approvals will be obtained or
that any such legislation will be enacted, and if obtained and enacted, there
can be no assurance as to the date such approval and enactment will occur.
# # #
CONTACT: Charles Manor, Lockheed Martin Global Telecommunications, 301/581-2720.
___________________________________________________________________
NOTE: Statements that are not historical facts are forward-looking statements
made pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
anticipated results, including the effects of government budgets and
requirements, economic conditions, competitive environment, timing of awards and
contracts; the outcome of contingencies including litigation and environmental
remediation, and program performance in addition to other factors not listed.
See in this regard, the Corporation's filings with the Securities & Exchange
Commission. The Corporation does not undertake any obligation to publicly
release any revisions to forward-looking statements to reflect events or
circumstances or changes in expectations after the date of this press release or
the occurrence of anticipated events.
