SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(Amendment No. 6)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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) 214-3200
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
This Amendment No. 6 to the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") of COMSAT Corporation, a District of
Columbia corporation (the "Company" or "COMSAT") 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" or "Lockheed Martin"),
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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by the addition of the
following paragraphs thereto:
On September 15, 1999, the FCC approved application of Parent to
acquire up to forty-nine percent of the stock of COMSAT. The FCC action
fulfills a major regulatory requirement necessary to conclude the Offer.
On September 16, 1999, the FCC authorized satellite users to directly
access INTELSAT, an action that would end COMSAT's role as the exclusive
U.S. provider of INTELSAT capacity. The FCC action would also require users
to pay COMSAT a signatory surcharge no less than 5.58 percent to cover
COMSAT's costs as the U.S. participant in INTELSAT. COMSAT cannot assess
the full impact of direct access until it reviews the text of the FCC's
report and order.
In addition, on September 16, 1999, the Company received confirmation
from the Department of Justice that it had determined not to challenge the
Merger and to permit the HSR waiting period to expire without conditions.
Accordingly, under the HSR Act, the parties are free to consummate the
Offer at any time after 11:59 p.m. on September 16, 1999.
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: September 17, 1999 COMSAT Corporation
By: /s/Alan G. Korobov
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Name: Alan G. Korobov
Title: Controller
