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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-9
(Amendment No. 2)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
COMSAT CORPORATION
(Name of Subject Company)
COMSAT CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, without par value
(Title of Class of Securities)
20564D107
(CUSIP Number of Class of Securities)
Warren Y. Zeger, Esq.
Vice President, General Counsel and Secretary
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, Maryland 20817
(301) 214-3000
Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement.
With a Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022-3897
(212) 735-3000
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This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") of COMSAT Corporation, a District of
Columbia corporation (the "Company") amends and supplements the Schedule 14D-9
of the Company relating to the tender offer (the "Offer") by Regulus, LLC, a
single member Delaware limited liability company (the "Purchaser") and a wholly-
owned subsidiary of Lockheed Martin Corporation, a Maryland corporation
("Parent"), disclosed in a Tender Offer Statement on Schedule 14D-1, dated
September 25, 1998, as amended, to purchase up to 49% (less certain adjustments)
of the issued and outstanding shares of common stock, without par value, of the
Company (the "Shares") 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 (which together with the Offer to
Purchase constitute the "Offer"). Capitalized terms not defined herein have the
meanings assigned thereto in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b) 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.
SIGNATURE
After reasonable 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.
Dated: March 1, 1999 COMSAT Corporation
By: /s/ Alan G. Korobov
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Name: Alan G. Korobov
Title: Controller
