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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
LOCKHEED MARTIN CORPORATION
(Name of Issuer)
COMMON STOCK
$1.00 PAR VALUE
(Title of Class of Securities)
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572900 10 8
(CUSIP Number)
GENERAL ELECTRIC COMPANY
(Name of Persons Filing Statement)
ROBERT E. HEALING
GENERAL ELECTRIC COMPANY
3135 Easton Turnpike
Fairfield, CT 06431
Tel. No.: 203-373-2243
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 17, 1997
(Date of Event which Requires Filing of
this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check
the following: [ ]
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SCHEDULE 13D
CUSIP No. 572900 10 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY IRS NO. 14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
0 (SEE ITEM 6)
8 SHARED VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
0 (SEE ITEM 6)
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
GE hereby amends and supplements the Statement on Schedule 13D
filed on April 12, 1993 (the "Original Statement") as amended on August 29,
1994 ("Amendment No. 1") and November 4, 1997 ("Amendment No. 2") with respect
to the common stock, $1.00 par value per share, of Lockheed Martin
Corporation, a Maryland corporation and the successor of Martin Marietta
Corporation ("Lockheed Martin"), held by GE and certain of its subsidiaries as
set forth in this third and final amendment ("Amendment No. 3").
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Original
Statement.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Original Statement,
as previously amended and supplemented, is hereby incorporated herein by
reference and is amended and supplemented by the following:
On November 17, 1997, pursuant to the Contribution Agreement,
on terms and subject to the conditions set forth therein, Lockheed Martin
contributed to LMT Sub substantially all of the assets used or held for use
primarily in the conduct of two of Lockheed Martin's businesses along with a
certain number of shares of common stock of Globalstar Telecommunications
Limited and an amount in cash.
On November 17, 1997, following the consummation of the closing
under the Contribution Agreement and pursuant to the Exchange Agreement, on
terms and subject to the conditions set forth therein, Lockheed Martin
exchanged all of the issued and outstanding capital stock of LMT Sub for all
of the Series A Convertible Preferred Stock par value $1.00 per share (the
"Preferred Stock") of Lockheed Martin then owned by GE and certain of its
subsidiaries. Thus, upon consummation of the transactions contemplated by the
Exchange Agreement, GE and all of its subsidiaries have disposed of their
entire equity interest in Lockheed Martin.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Original Statement,
as previously amended and supplemented, is hereby incorporated herein by
reference and is amended and supplemented by the following:
(c) On November 17, 1997, Lockheed Martin exchanged all of the
issued and outstanding capital stock of LMT Sub for all of the Preferred Stock
of Lockheed Martin then owned by GE and certain of its subsidiaries. Following
this transaction, GE holds no outstanding shares of Common Stock, and
accordingly, this Statement on Schedule 13D is hereby terminated.
Except for the transactions contemplated by the Exchange
Agreement described in Item 4 and the transactions set forth on Schedule A,
there have been no transactions in the Common Stock of Lockheed Martin by GE
in the last 60 days.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: November 18, 1997
GENERAL ELECTRIC COMPANY
By: /s/ Robert E. Healing
---------------------------------
Name: Robert E. Healing
Title: Corporate Counsel
SCHEDULE A
TRANSACTIONS IN COMMON STOCK
OF LOCKHEED MARTIN SINCE SEPTEMBER 17, 1997
BY GE OR ITS SUBSIDIARIES
I. All of the dispositions of Common Stock of Lockheed Martin
set forth below were made by Employers Reinsurance Corporation and GE Capital
Mortgage Corporation, two wholly owned subsidiaries of GE.
<TABLE>
<CAPTION>
Number of
Date of Common Stock Nature Price Aggregate
Transaction Shares Sold of Sale Per Share Sale Price
- ----------- ------------ ------- --------- ----------
<S> <C> <C> <C> <C>
11/5/97 20,000 open market $98.697 $1,973,940.00
11/6/97 17,600 open market 97.474 1,715,542.40
11/7/97 82,400 open market 95.231 7,847,034.40
11/7/97 35,000 open market 95.075 3,327,625.00
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155,000 $14,864,141.80
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</TABLE>
