<PAGE>
===============================================================================
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
COMSAT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[COMSAT CORPORATION LOGO]
May 28, 1999
AN IMPORTANT REMINDER
Dear Fellow Shareholder:
Proxy materials for the 1999 Annual Meeting of Shareholders of COMSAT
Corporation were recently sent to you. According to our records, your proxy has
not yet been received for this important meeting, which is scheduled for
Friday, June 18, 1999.
At the meeting, shareholders are being asked to approve the proposed merger
of Lockheed Martin Corporation and COMSAT. Approval of the merger requires the
affirmative vote of two-thirds of the shares of COMSAT common stock outstanding
on the record date. Please remember, if you do not vote on the merger proposal,
you will effectively be voting against the merger proposal.
Your Board of Directors recommends that you vote in favor of the merger at
the annual meeting because the Board has determined that the merger is
consistent with, and advances, the long-term business strategy of COMSAT.
In addition, you are being asked to vote on the election of directors, the
appointment of Deloitte & Touche LLP as independent public accountants and a
shareholder proposal relating to political non-partisanship.
Regardless of the number of shares you own, it is important that you vote.
Please read the proxy statement and sign, date and mail the enclosed duplicate
proxy card today. Your interest and participation in this important matter is
sincerely appreciated.
On behalf of the COMSAT Board of Directors, thank you for your cooperation
and continued support.
Very truly yours,
/s/ Betty C. Alewine
Betty C. Alewine
President and Chief Executive Officer
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST
IF YOU HAVE RECENTLY MAILED YOUR PROXY.
