SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 30, 1994
Lockheed Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-2193 95-0941880
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4500 Park Granada Blvd.
Calabasas, California 91399
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 876-2000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
The registrant and Martin Marietta Corporation jointly issued a
press release dated August 30, 1994 announcing that their boards
of directors unanimously approved a definitive agreement to merge
the two corporations through an exchange of common stock valued
in excess of $10 billion. A copy of the press release is
attached as an exhibit
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
Exhibit
99 Lockheed Corporation and Martin Marietta Press Release
dated August 30, 1994
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 hereunto duly authorized.
LOCKHEED CORPORATION
(Registrant)
Date: August 30, 1994 By: /s/ ROBERT E. RULON
------------------------
Robert E. Rulon
Vice President and Controller
- --LOCKHEED LOGO-- --MARTIN MARIETTA LOGO--
LOCKHEED, MARTIN MARIETTA AGREE TO "MERGER OF EQUALS"
NEW YORK, New York, August 30 -- Lockheed Corporation (NYSE: LK)
and Martin Marietta Corporation (NYSE: ML) jointly announced
today that their respective boards of directors have unanimously
approved a definitive agreement to merge the two corporations
through an exchange of common stock valued in excess of $10
billion.
The new corporation, Lockheed Martin, will be a highly
diversified $23 billion advanced technology company, with core
businesses in defense, space, energy, commercial, civil
government, and international markets, and will employ
approximately 170,000 people.
Under the terms of the merger agreement, Lockheed shareholders
will receive 1.63 shares of Lockheed Martin stock for each
Lockheed share. Martin Marietta shareholders will receive stock
in the new corporation on a one-for-one basis. The transaction
is expected to be tax-free to both companies' shareholders and to
be accounted for on a "pooling of interests" basis. It also is
intended that the new corporation would have an annual dividend
rate of $1.40 per share, which is consistent with Lockheed's
current dividend.
Daniel M. Tellep, currently chairman and chief executive officer
of Lockheed, will hold the same positions in the new corporation.
Norman R. Augustine, Martin Marietta's chairman and chief
executive officer, will be the president of the new corporation
and will become its chairman and chief executive officer when
Tellep retires.
"Lockheed Martin will provide the opportunity to significantly
reduce costs to the U.S. government and other customers, preserve
critical elements of our nation's defense industrial base, and
strengthen our abilities to serve customers on a global basis.
American taxpayers win, our shareholders win, and ultimately,
U.S. workers win," Tellep said.
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"This merger is the next logical step in the continued growth and
prosperity of Lockheed and Martin Marietta and is consistent with
our strong histories of delivering quality products to our
customers and value to our shareholders and employees," said
Tellep.
Both Tellep and Augustine have been active in the industry's
consolidation, aggressively positioning their companies for
growth in an era of defense downsizing.
Augustine said that recent consolidation by the two companies,
including Lockheed's purchase of General Dynamics' F-16 fighter
aircraft business and Martin Marietta's combinations with General
Electric's aerospace businesses and General Dynamics' space
systems unit, already are expected to generate more than $2
billion in cost savings to the government over the next 10 years.
"We will follow the same principles that guided us in those
successful ongoing consolidations: a seamless transition that
ensures mission success, the aggressive elimination of duplicate
costs and the use of our considerable synergies to diversify
market opportunities outside the defense industry," said
Augustine.
Approximately 40 percent of the new corporation's sales will be
in civil, commercial and international markets. When Department
of Energy equivalent sales are taken into account, the new
company's non-defense revenues will represent about 50 percent of
the total.
"Our complementary strategic interests, product lines, and
corporate cultures ensure that Lockheed Martin will realize its
significant potential from day one. With no debt from this
transaction to finance, we expect this merger of equals to
provide the opportunity to generate between $4 billion and
$5 billion in free cash flow over the next five years after
taxes, interest and dividends. We will use this resource to
better serve customers, enhance long-term shareholder value,
further expand our markets, and increase opportunities for
employees," Augustine said.
<PAGE>
Lockheed Martin will be headquartered in Bethesda, Maryland. It
will be organized around four major business sectors: Space and
Missiles, Aeronautics, Electronics, and Information and
Technology Services. The company will also have Energy and
Materials subsidiaries. Organizational and operating details of
the new corporation will be announced following Hart-Scott-Rodino
review and approval by Lockheed and Martin Marietta shareholders.
The merger is expected to close early in 1995.
Lockheed, headquartered in Calabasas, California, had 1993 sales
of $13.2 billion and a total backlog of $28.9 billion. The
corporation has 77,500 employees. Operating groups include
Missiles & Space Systems, Aeronautical Systems, Technology
Services and Electronic Systems.
Martin Marietta, headquartered in Bethesda, Maryland, had 1993
sales of $9.4 billion. Total backlog is $16.7 billion, with an
additional $12 billion in equivalent sales associated with
Department of Energy and U.S. Enrichment Corporation management
operation contracts. Martin Marietta has approximately 93,000
employees in its Electronics, Space, Information, Services and
Energy operating groups; Martin Marietta Materials, Inc. and in
the Sandia Corporation.
Lockheed is being advised by Morgan Stanley & Co., Incorporated.
Martin Marietta is being advised by Bear, Stearns, & Co.,
Incorporated.
CONTACT:
Paul Haney, Lockheed Corporation, (818) 876-2468
Charles Manor, Martin Marietta Corporation, (301)988-8411
