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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 6)
__________________
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
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"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 2 of 6 pages)
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This Amendment No. 6 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 2. IDENTITY AND BACKGROUND.
Schedule I to the Offer to Purchase ("Information Concerning the
Directors and Executive Officers of Parent and the Purchaser") is hereby amended
to delete the reference to Marcus C. Bennett as Executive Vice President and
Chief Financial Officer of Parent. Mr. Bennett resigned from his position as
Executive Vice President and Chief Financial Officer of Parent effective January
31, 1999. Mr. Bennett will remain on the Board of Directors of Parent after his
resignation.
Effective February 1, 1999, Parent appointed Philip J. Duke to succeed
Mr. Bennett as Chief Financial Officer of Parent. Mr. Duke also serves as a Vice
President of Parent. Before he was appointed to the position of Chief Financial
Officer, Mr. Duke served as Vice President--Finance of Parent and is listed in
Schedule I to the Offer to Purchase ("Information Concerning the Directors and
Executive Officers of Parent and the Purchaser") as holding such position.
Parent has not appointed anyone to succeed Mr. Duke as Vice President--Finance.
Accordingly, Schedule I to the Offer to Purchase ("Information
Concerning the Directors and Executive Officers of Parent and the Purchaser") is
hereby amended to update the information regarding Mr. Bennett and Mr. Duke to
reflect the above changes.
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:
Pursuant to a continuing engagement, the law firm of Manatt, Phelps &
Phillips, LLP has provided Parent general legal and legislative advocacy
services in connection with government contracts and contracting opportunities
in the state of California. Charles T. Manatt, a Presidentially appointed
director of the Company since May 1995 and chairman of the law firm of Manatt,
Phelps & Phillips, LLP, has not had any personal involvement with the services
rendered pursuant to the engagement. Parent paid Manatt, Phelps & Phillips, LLP
$67,365, $55,023, $15,028 and $65,414 for services rendered and expenses
incurred during 1995, 1996, 1997 and 1998, respectively.
(Page 3 of 6 pages)
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ITEM 10: ADDITIONAL INFORMATION
Item 10(b) is hereby amended and supplemented by the addition of the
following paragraphs thereto:
On January 21, 1999, Representative Tom Bliley, Chairman of the House
Committee on Commerce, and Senator Conrad Burns, Chairman of the Senate
Subcommittee on Communications, sent a letter (the "Letter") to William E.
Kennard, Chairman of the Federal Communications Commission (the "FCC") urging
the FCC not to take any action to permit any company (including Parent and the
Purchaser) to purchase more than 10 percent of the Company prior to Congress
adopting satellite reform legislation. Copies of the Letter and a related news
release issued by Representative Bliley and Senator Burns were filed as Exhibit
(a)(13) to Amendment No. 5 to the Schedule 14D-1. On January 22, 1999, the
Company and Parent jointly issued a press release, a copy of which was filed as
Exhibit (a)(14) to Amendment No. 5 to the Schedule 14D-1.
If the FCC, in deference to the position expressed in the Letter, does
not proceed with its review of Parent's filings related to the Offer or, if the
FCC's review does not otherwise proceed on the schedule Parent anticipated, the
Offer may not be completed in the first half of 1999, the time-frame previously
disclosed by Parent as the time-frame during which it expected the Offer to
close. Further, if the FCC were to delay or slow its review, and if Congress
does not make rapid progress on satellite reform legislation, the Offer may not
be completed by September 18, 1999. If this occurs, under the terms of the
Merger Agreement, the parties may terminate the Merger Agreement. The parties
may also elect not to avail themselves of that right or may elect to amend the
Merger Agreement to extend this date. If Congress enacts legislation promptly,
the Merger may be accelerated from the year-end date previously estimated by
Parent as the date by which it expected the Merger to close. Conversely, if the
legislative process moves slowly, the Merger is unlikely to occur by year-end.
(Page 4 of 6 pages)
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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 8, 1999
REGULUS, LLC
By: /s/ Stephen M. Piper
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Name: Stephen M. Piper
Title: Vice President
(Page 5 of 6 pages)
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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 8, 1999
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
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Name: Stephen M. Piper
Title: Assistant Secretary
(Page 6 of 6 pages)
