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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. 4)
__________________
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
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Transaction Valuation(1): $1,169,509,386 Amount of Filing Fee: $227,901
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(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
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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.
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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
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(Continued on following page(s))
(Page 2 of 6 pages)
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This Amendment No. 4 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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the addition of the
following paragraphs thereto:
On January 7, 1999, Parent issued the press release attached hereto as
Exhibit (a)(12) pursuant to which it announced that the Purchaser had extended
the Offer until 12:00 midnight, New York City time on Thursday, March 4, 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.
According to First Chicago Trust Company of New York, the depositary for
the offer, as of the close of business on January 6, 1999, 9,912,098 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)(12) Text of Press Release issued January 7, 1999
(Page 3 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.
January 7, 1999
REGULUS, LLC
By: /s/ Stephen M. Piper
----------------------------
Name: Stephen M. Piper
Title: Vice President
(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.
January 7, 1999
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
---------------------------
Name: Stephen M. Piper
Title: Assistant Secretary
(Page 5 of 6 pages)
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14D-EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(12) Text of Press Release issued January 7, 1999
(Page 6 of 6 pages)
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Exhibit (a)(12)
For Immediate Release
LOCKHEED MARTIN EXTENDS
COMSAT TENDER OFFER
UNTIL MARCH 4, 1999
BETHESDA, Maryland, January 7, 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
Thursday, March 4, 1999.
The offer previously had been scheduled to expire on January 14, 1999. The
terms of the extended 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 required regulatory and shareholder approvals are yet to be obtained.
As explained in the offering materials, it is expected that a significant period
of time will elapse between the commencement and consummation of the offer
because of the regulatory approvals required in order to satisfy the conditions
of the offer. Therefore, 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 Satellite Act, and for additional regulatory approvals as conditions to the
consummation of the merger, there may be a further significant period of time
between the purchase of shares pursuant to the offer and the consummation of the
merger.
-more-
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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.
According to First Chicago Trust Company of New York, the depositary for the
offer, as of the close of business on January 6, 1999, 9,912,098 shares of
COMSAT Corporation 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.
The Information Agent for the offer is Morrow & Co., Inc., and questions about
the tender offer may be addressed to it at 1/800-566-9061. The Dealer Manager
is Bear, Stearns & Co., Inc., and questions may be addressed to it at 1-877/762-
5237.
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 wholly owned
subsidiary formed to provide global telecommunications services to corporate and
government customers worldwide.
# # #
CONTACT: Charles Manor, Lockheed Martin Global Communications, 301/581-2720
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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.
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