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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 17)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
__________________
COMSAT CORPORATION
(Name of Subject Company)
COMSAT GOVERNMENT SYSTEMS, LLC
(formerly known as 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
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CALCULATION OF FILING FEE
Transaction Valuation(1): $1,169,509,386 Amount of Filing Fee: $233,901
(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 "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: $233,901 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 9 pages)
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CUSIP No. 20564D107 14D-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
COMSAT Government Systems, LLC
(formerly known as Regulus, LLC)
(52-1893632)
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(a)[_]
2. Check the Appropriate Box if a Member of a Group (b)[x]
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3. SEC Use Only
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4. Sources of Funds
AF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant [_]
to Items 2(e) or 2(f)
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
25,958,282
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_]
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9. Percent of Class Represented by Amount in Row (7)
48.96%
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10. Type of Reporting Person
OO (limited liability company)
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(Page 3 of 9 pages)
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CUSIP No. 20564D107 14D-1
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1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Persons
Lockheed Martin Corporation (52-1893632)
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2. Check the Appropriate Box if a Member of a Group (a)[_]
(b)[x]
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3. SEC Use Only
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4. Sources of Funds
WC, OO
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to [_]
Items 2(e) or 2(f)
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6. Citizenship or Place of Organization
Maryland
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
25,958,282
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_]
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9. Percent of Class Represented by Amount in Row (7)
48.96%
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10. Type of Reporting Person
CO, HC
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(Page 4 of 9 pages)
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This Amendment No. 17 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.
This Amendment No. 17 also constitutes the statement on Schedule 13D of Parent
and the Purchaser, which incorporates the information contained in the Schedule
14D-1, as amended. The item numbers, captions and responses thereto set forth
below are in accordance with the requirements of Schedule 14D-1.
The Purchaser and Parent hereby amend and supplement the Schedule 14D-1 as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to the Carrier Acquisition Agreement dated as of September 18,
1998 among the Company, Parent, the Purchaser and COMSAT Government Systems,
Inc., which is set forth as Exhibit (c)(4) to this Schedule 14d-1, effective at
12:01 AM, Saturday, September 18, 1999, COMSAT Government Systems, Inc. was
merged with and into Purchaser, with Purchaser as the surviving entity.
Effective upon the merger, Purchaser was renamed COMSAT Government Systems, LLC.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) is hereby amended and supplemented by the addition of the
following paragraph thereto:
The Offer expired at noon, New York City Time, on September 18, 1999. On
September 18, 1999, Parent announced that the Purchaser had completed the Offer
and had accepted for payment approximately 25,958,282 Shares in the aggregate
pursuant to the Offer at a price of $45.50 per Share, net to the seller in cash,
without interest thereon. Based on the most recent information provided to the
Purchaser by the Company, at noon, New York City Time, on September 18, 1999,
there were 53,014,032 shares of Company Common Stock outstanding, of which
18,594 were shares of Series II Company Common Stock owned of record by
Authorized Carriers. The Company has advised the Purchaser that there were no
Dissenting Shares. The number of Shares accepted for payment by the Purchaser
represents the Maximum Number of Shares that the Purchaser offered to purchase
in the Offer to Purchase, i.e., 49% of the number of shares of Company Common
Stock outstanding, minus (a) the number of shares of Company Common Stock owned
of record at such time by Authorized Carriers and (b) the number of Dissenting
Shares. After acceptance of the Shares for payment Parent, as the sole member of
Purchaser, beneficially owned approximately 25,958,282 shares of Company Common
(Page 5 of 9 pages)
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Stock. According to the Depositary, as of noon, New York City Time, on
September 18, 1999, approximately 47,839,634 Shares had been tendered and not
withdrawn, including approximately 14,485,832 Shares tendered pursuant to
notices of guaranteed delivery. Shares tendered and not withdrawn prior to
noon, New York City Time, on September 18, 1999 represent approximately 90% of
the issued and outstanding shares of Company Common Stock and 21,881,352 shares
more than the Maximum Number of Shares that the Purchaser offered to purchase in
the Offer to Purchase. Accordingly, as provided in the Offer to Purchase, the
Depositary has been instructed to commence the proration process to determine
the exact proration factor and which Shares will be accepted for payment.
The full text of Parent's press release issued on September 18, 1999
announcing the completion of the Offer and the acceptance for payment of Shares
by the Purchaser is attached hereto as Exhibit (a)(23). Paragraphs 1 and 2 of
Parent's press release are incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the incorporation of the
additional paragraph added to Item 6(a)-(b) above.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
thereto:
(a)(23) Text of Press Release issued September 18, 1999
(Page 6 of 9 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.
September 20, 1999
COMSAT GOVERNMENT SYSTEMS, LLC
(formerly known as Regulus, LLC)
By: /s/ Stephen M. Piper
-----------------------------
Name: Stephen M. Piper
Title: Vice President
(Page 7 of 9 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.
September 20, 1999
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
--------------------------------
Name: Stephen M. Piper
Title: Assistant Secretary
(Page 8 of 9 pages)
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14D-EXHIBIT INDEX
EXHIBIT DESCRIPTION
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(a)(23) Text of Press Release issued September 18, 1999
(Page 9 of 9 pages)
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Exhibit (a)(23)
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For Immediate Release
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LOCKHEED MARTIN COMPLETES
TENDER OFFER FOR COMSAT STOCK
COMPANIES NOW FOCUS ON ENABLING LEGISLATION TO ACCOMPLISH MERGER
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BETHESDA, Maryland, September 18, 1999 Lockheed Martin Corporation (NYSE: LMT)
announced today that it has accepted for payment approximately 25,958,282 shares
of COMSAT Corporation (NYSE:CQ) common stock tendered pursuant to its offer to
purchase up to 49 percent of the outstanding shares of common stock of COMSAT,
which, based on information provided by COMSAT, represents the maximum number
for which it tendered. The shares are being purchased for cash at a price of
$45.50 per share net to the seller without interest, for a total estimated
consideration of $1.2 billion.
According to First Chicago Trust Company of New York, the depositary for the
tender offer, as of 12:00 noon today, New York City time, the expiration date of
the tender offer, its initial calculations show that approximately 47,839,634
shares, or approximately 90 percent of the outstanding shares had been tendered
and not withdrawn prior to consummation of the offer, including 14,485,832
shares tendered pursuant to notices of guaranteed delivery. The depositary is
expected to complete its calculation of the pro-rationing factor on our about
September 27, 1999, but it is anticipated the pro-rationing factor will be
approximately 54.261 percent. Payment for those shares accepted will be mailed
promptly thereafter.
Today's announcement follows approval by the Federal Communications Commission
on Wednesday of the merger of a common carrier subsidiary of COMSAT into a
Lockheed Martin subsidiary and FCC designation of that Lockheed Martin
subsidiary as an authorized carrier under the 1962 Communications Satellite Act.
In addition, on Thursday, the Department of Justice, whose analysis included
consideration of both the tender offer constituting the first phase of Lockheed
Martin's acquisition of COMSAT and the second phase of the transaction, the
acquisition by
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Lockheed Martin of any shares not acquired in the tender offer, stated that it
does not intend to move to enjoin consummation of the transaction.
"We now have taken major steps toward uniting these two advanced-technology
companies with complementary capabilities in the commercial space and
terrestrial telecommunications industry. Once legislation is passed allowing
completion of the merger, the combined entity will benefit customers in the U.S.
and around the world as a dynamic new global competitor," said Vance Coffman,
chairman and chief executive officer of Lockheed Martin.
"While remaining fully committed to our core businesses, telecommunications
services represents a robust near-term, high growth opportunity for our
Corporation. Our telecommunications business was formed with a separate,
dedicated management team. After completion of our merger, the management team
will be strengthened with the inclusion of COMSAT expertise and has the charter
to identify new ventures, including evaluation of strategic partners," added
Coffman.
Completing the Lockheed Martin/COMSAT merger remains contingent upon the
satisfaction of certain conditions, including enactment of federal legislation
necessary to remove existing restrictions on ownership of COMSAT voting stock.
Legislation addressing the ownership cap already has cleared the U.S. Senate,
but has not yet been introduced in the House of Representatives. Following the
passage of legislation, the FCC also must approve the merger. The transaction's
second phase will be accomplished by an exchange of Lockheed Martin common stock
for that COMSAT common stock outstanding after completion of the tender offer on
a one-for-one basis.
"We remain committed to completing this merger. We view this as a pro-
competitive transaction that will yield new technologies and capabilities to
customers, including the U.S. government, at the best value and level of
service. We are working with the House of Representatives to obtain enabling
legislation in the near future," Coffman said.
"By any measure, this is a smart, pro-competitive merger," said Betty C.
Alewine, president and chief executive officer of COMSAT. "Upon completion, the
COMSAT/Lockheed Martin partnership will strengthen competition in global
telecommunications to the benefit of customers and the industry."
Upon completion of the merger, COMSAT's businesses will be combined with
Lockheed Martin Global Telecommunications, a wholly owned subsidiary formed to
provide terrestrial and satellite networks for corporate and government
customers worldwide.
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"COMSAT's market position, coupled with Lockheed Martin's financial and
technological strengths, is an ideal combination to effectively compete in the
rapidly growing and evolving global telecommunications business," said John
Sponyoe, chief executive officer of the Global Telecommunications subsidiary.
"This combination accelerates the momentum of Global Telecommunications in its
evolution into an enterprise well-positioned to quickly become a premier global
communications network service provider, a market growing exponentially. Our
combined terrestrial and space infrastructure will enable us to deliver uniform
global coverage and capabilities for Internet and network service providers,
broadcasters and multi-national corporations literally any time and anywhere,"
Sponyoe said. "Just as importantly, Global Telecommunications and COMSAT are
fully committed to achieving timely, pro-competitive privatization of INTELSAT,
which will benefit the telecommunications industry and American consumers."
Based in Bethesda, Maryland, COMSAT employs some 1,600 people and focuses on
international satellite communications services and digital networking services
and technology. COMSAT is the U.S. signatory to INTELSAT, a 143-member nation
organization that serves more than 180 countries, and INMARSAT, which provides
mobile satellite communications worldwide, and is the largest provider of space
segment capacity in these organizations. COMSAT offers voice, data and video
transmission services for its customers, which include telecommunications
carriers, private-network providers, multinational corporations, the U.S.
government and a variety of broadcasting organizations. COMSAT's digital
networking services business operates in 11 countries, and provides its
customers in rapidly growing international markets with start-to-finish
networking solutions.
Headquartered in Bethesda, Maryland, Lockheed Martin is a highly diversified
global enterprise principally engaged in the research, design, development,
manufacture and integration of advanced-technology systems, products and
services. The Corporation's core businesses span space, electronics,
aeronautics, information and services, telecommunications, energy and systems
integration. Employing more than 160,000 people worldwide, Lockheed Martin had
1998 sales surpassing $26 billion. Its Global Telecommunications subsidiary was
formed in 1998 to provide terrestrial and satellite networks for corporate and
government customers worldwide.
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Bear, Stearns & Co., Inc. is financial adviser to Lockheed Martin and the dealer
manager in connection with the tender offer. Donaldson, Lufkin & Jenrette
Securities Corporation is financial advisor to COMSAT.
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CONTACT: Charles Manor, Lockheed Martin Global Telecommunications, 301/581-2720
www.lmgt.com
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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 SEC. 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 news release or the occurrence of anticipated events.
