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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 5)
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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
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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.
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. 5 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 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
thereto:
(a)(13) Text of News Release issued by Representative Tom Bliley and
Senator Conrad Burns dated January 22, 1999 and accompanying letter
from Representative Tom Bliley and Senator Conrad Burns to William
E. Kennard, Chairman of the Federal Communications Commission.
(a)(14) Text of Joint Press Release issued by Parent and the Company on
January 22, 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 25, 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 25, 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
- ------- -----------
(a)(13) Text of News Release issued by Representative Tom Bliley and
Senator Conrad Burns dated January 22, 1999 and accompanying
letter from Representative Tom Bliley and Senator Conrad Burns to
William E. Kennard, Chairman of the Federal Communications
Commission.
(a)(14) Text of Joint Press Release issued by Parent and the Company on
January 22, 1999.
(Page 6 of 6 pages)
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Exhibit (a)(13)
FOR IMMEDIATE RELEASE: Contact: David Fish
- --------------------- (202) 225-5735
January 22, 1999 Matt Raymond
(202) 224-8150
NEWS RELEASE
CHAIRMEN TO FCC: CONGRESS MUST DECIDE COMSAT OWNERSHIP
-------------------------------------------------------
Comprehensive Satellite Reform Must Come First, They Say
WASHINGTON Two key congressional chairmen are urging the Federal
Communications Commission to take no action enabling any company to purchase
more than 10 percent interest in COMSAT. They say comprehensive, pro-
competitive reform of the intergovernmental satellite monopoly which will
likely pass Congress this year must come first.
Representative Tom Bliley (R-VA) and Senator Conrad Burns (R-MT) sent a
joint letter to FCC Chairman William Kennard on Thursday urging that his agency
"not take any action to permit any company to purchase more than 10 percent of
COMSAT . . ." Their message comes as the FCC considers granting `authorized
common carrier' status to Lockheed Martin Corp., a change the company seeks in
hopes of acquiring a significant interest in COMSAT.
"Legislation the Congress considers will resolve the issues you are
addressing in this proceeding, providing you a clear legislative framework
within which to respond," Bliley and Burns wrote. "Satellite reform must be
comprehensive and, absent overall satellite privatization legislation, no
company should be able to own over 10 percent of the U.S. signatory."
"FCC action at this time may have the unintended effect of producing
uncertainty in the satellite market since Congress is considering legislation
this year," their joint letter reads. "Therefore, we strongly urge that the
Commission not take any action to permit any company to purchase more than 10
percent of COMSAT, through the potential authorized common carrier exception, a
reverse merger, asset transfer or other similar method."
Separately Burns added, "While I am confident the potential merger of
Lockheed and COMSAT will be pro-competitive and holds enormous potential in the
emergence of this exciting new market, I believe that these decisions are more
appropriately the realm of Congress and not a regulatory body."
Bliley chairs the House Commerce Committee; Burns chairs the Senate
Subcommittee on Communications. COMSAT is the U.S. signatory to INTELSAT and
Inmarsat, two intergovernmental organizations controlling the bulk of
international satellite telecommunications traffic.
The House passed a satellite reform bill sponsored by Bliley and
Representative Ed Markey (D-MA) last year by a wide margin. The Senate held
hearings on legislation introduced by Burns.
# # # # #
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[Letterhead of the United States Congress]
January 21, 1999
The Honorable William E. Kennard
Chairman
Federal Communications Commission
Room 8-B201
445 12 St., S.W.
Washington, D.C. 20024
Dear Mr. Chairman:
The Commission has under review the request of Lockheed Martin to acquire
49 percent of COMSAT through classification as an authorized common carrier.
This issue will have substantial bearing on the future structure of the
international satellite industry. As you know, the Communications Satellite Act
of 1962 precludes any one company from owning over ten percent of COMSAT, but
for historical reasons has an exception for authorized common carriers.
Our Committees are actively considering satellite reform legislation,
including an update of the 1962 Act. The House overwhelmingly passed a
satellite reform bill last year introduced by Chairman Bliley and Mr. Markey and
the Senate held hearings on legislation introduced by Senator Burns. Both
houses will consider legislation this year. This consideration will reflect our
shared principles including those of: privatizing INTELSAT by a date certain;
enabling the U.S. to participate in a restructured Inmarsat through legislation;
a pro-competitive privatization of these intergovernmental satellite
organizations (IGOs); eliminating both the IGOs' and COMSAT's derivative
privileges and immunities and warehousing of orbital locations; non-
discriminatory competition; use of market access as an incentive for a pro-
competitive privatization; elimination of ownership caps on COMSAT and other
deregulation and ending the role of government in commercial satellite
operations.
Legislation the Congress considers will resolve the issues you are
addressing in this proceeding, providing you a clear legislative framework
within which to proceed. Satellite reform must be comprehensive, and absent
overall satellite privatization legislation, no company should be able to own
over 10 percent of the U.S. Signatory. Comprehensive reform is the best way to
promote a pro-competitive privatization of the intergovernmental satellite
organizations and deregulate COMSAT. Commission action at this time may have
the unintended effect of producing uncertainty in the satellite market since
Congress is considering legislation on this very issue. Therefore, we strongly
urge that the Commission not take any action to permit any company to purchase
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The Honorable William E. Kennard
January 21, 1999
Page 2
more than 10 percent of COMSAT, through the potential authorized common carrier
exception, a reverse merger, asset transfer or other similar method.
We greatly appreciate your assistance on this important matter.
Sincerely,
/s/ Tom Bliley /s/ Conrad Burns
- ------------------------------------- -------------------------------------
Tom Bliley Conrad Burns
Chairman Chairman
House Committee on Commerce Senate Subcommittee on Communications
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Exhibit (a)(14)
For Immediate Release
LOCKHEED MARTIN/COMSAT CORPORATION JOINT STATEMENT
BETHESDA, Maryland, January 22, 1999 - Lockheed Martin Global Telecommunications
CEO John Sponyoe and COMSAT Corporation President and CEO Betty Alewine today
responded to a joint statement from Senate Subcommittee on Communications
Chairman Conrad Burns and House Commerce Committee Chairman Tom Bliley
committing to rapid consideration of positive satellite reform legislation.
"We are encouraged that the chairmen have committed to placing satellite reform
at the top of their respective legislative agendas," said Sponyoe and Alewine.
"Today's letter to the Federal Communications Commission demonstrates that the
chairmen are committed to working together to enact necessary and meaningful
reform of the Communications Satellite Act of 1962."
Sponyoe and Alewine were reacting to a letter sent to the FCC Chairman William
Kennard stating the Chairmen's intention to move satellite reform legislation
early in the legislative session. The letter asked that, in light of this
expected progress, the FCC postpone its own proceeding considering the Lockheed
Martin/COMSAT combination, which requires both FCC and congressional action.
Sponyoe and Alewine said that while the FCC must determine its response to the
congressional leaders, the two companies remain steadfast in their belief that
the Lockheed Martin/COMSAT combination is consistent with congressional goals
regarding deregulation and privatization, and beneficial to the U.S.
telecommunications industry. "As Senator Burns noted, the potential merger of
Lockheed Martin and COMSAT will be pro-competitive and holds enormous potential
in the emergence of this exciting new market."
Contacts: Charles Manor, Lockheed Martin Global Telecommunications,
301/581-2720
Susan Lewis Sallet, COMSAT Corporation, 301/214-3442
