SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 3, 1997
GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK 1-35 14-0689340
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3135 EASTON TURNPIKE, FAIRFIELD, CONNECTICUT 06431
(Address of principal executive offices) (Zip Code
Registrant's telephone number, including area code (203) 373-2211
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ITEM 5. OTHER EVENTS
On November 3, 1997, the registrant and Lockheed Martin Corporation
announced a definitive agreement under which Lockheed Martin will
exchange the stock of a newly formed subsidiary comprising operating
businesses, an equity interest and cash for all of the Lockheed Martin
Series A preferred stock held by GE and its subsidiaries. A copy of the
announcement is filed herewith as Exhibit 99 and is incorporated herein
by reference and the foregoing description is qualified by the text of
such Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS:
(99) Press release, dated November 3, 1997, issued by General
Electric Company and Lockheed Martin Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL ELECTRIC COMPANY
By Philip D. Ameen
Vice President and Comptroller
Date: November 6, 1997
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EXHIBIT INDEX
(99) Press release, dated November 3, 1997, issued by General
Electric Company and Lockheed Martin Corporation.
EXHIBIT 99
LOCKHEED MARTIN TO SPIN-OFF BUSINESSES IN EXCHANGE
FOR LOCKHEED MARTIN PREFERRED STOCK HELD BY GE
BETHESDA, Maryland and FAIRFIELD, Connecticut, 3 November 1997 --
Lockheed Martin Corporation (NYSE: LMT) and the General Electric Company (NYSE:
GE) today announced a definitive agreement under which Lockheed Martin will
exchange the stock of a newly formed subsidiary comprising operating businesses,
an equity interest and cash for all of the Lockheed Martin Series A preferred
stock held by GE.
The preferred stock is convertible into some 29 million shares of
Lockheed Martin common stock with a current market value of approximately $2.8
billion. GE received the preferred stock in 1993 when the former Martin Marietta
Corporation acquired GE Aerospace.
In exchange for the preferred stock, GE will acquire a Lockheed Martin
subsidiary containing two operating businesses, an equity interest and an amount
of cash necessary to equalize the value of the exchange. GE expects to record a
gain on the transaction of more than $1 billion. Lockheed Martin anticipates a
gain in excess of $300 million.
The assets that will be transferred to GE are Access Graphics in
Boulder, Colorado, a wholesale distributor of UNIX-based workstations and other
computer hardware; Lockheed Martin Aerostructures in Middle River, Maryland,
which primarily produces thrust reversers for GE and Pratt & Whitney engines
used on large commercial aircraft; and Lockheed Martin's stake in Globalstar, a
partnership of telecommunications service providers and equipment manufacturers
formed to create a low-Earth-orbit voice and data satellite network.
Lockheed Martin's Vice Chairman and Chief Executive Officer, Vance D. Coffman,
said, "This transaction is a positive step for both companies. The transfer of
businesses to GE advances Lockheed Martin's ongoing portfolio- shaping
activities and accomplishes a significant reduction in outstanding common
shares, thereby enhancing shareholder value."
"We're pleased at how well this transaction meets the needs of the two
companies -- both strategically and financially," said GE's Chairman John F.
Welch. "We feel the management of our GE Capital Services and Aircraft Engines
businesses will help the businesses we are acquiring reach their full potential.
In addition, the gain from this transaction will give us the opportunity to
restructure our industrial businesses to position them for the global
competition in the next decade."
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The transaction is subject to standard regulatory reviews and is
anticipated to close during the fourth quarter of 1997.
The consummation of the spin-off to GE also would mean that Lockheed
Martin's strategic combination with Northrop Grumman, estimated to be completed
in first quarter 1998, will be accounted for as a purchase instead of a
pooling-of-interests.
Headquartered in Bethesda, Maryland, Lockheed Martin is a highly
diversified global enterprise engaged in the research, design, development,
manufacture and integration of advanced-technology systems. The Corporation had
1996 sales of approximately $27 billion.
GE, headquartered in Fairfield, Connecticut, is a diversified
technology, manufacturing and services company with a commitment to achieving
worldwide leadership in each of its major businesses. Revenues in 1996 exceeded
$79 billion.
