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):
March 15, 1995
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 2. Acquisition or Disposition of Assets
Lockheed Corporation ("Lockheed"), Martin Marietta
Corporation ("Martin Marietta") and Lockheed Martin Corporation
("Lockheed Martin") entered into an Agreement and Plan of
Reorganization, dated as of August 29, 1994, as amended as of
February 7, 1995, (the "Reorganization Agreement"). The
Reorganization Agreement provided for, among other things, (a)
the merger of Atlantic Sub, Inc., a Maryland Corporation and
wholly owned subsidiary of Lockheed Martin ("Atlantic Sub") with
and into Martin Marietta (the "Atlantic Sub Merger") pursuant to
a Plan and Agreement of Merger, dated as of August 29, 1994 (the
"Atlantic Sub Merger Agreement") among Martin Marietta, Atlantic
Sub and Lockheed Martin, and (b) the merger of Pacific Sub, Inc.,
a Delaware corporation and wholly owned subsidiary of Lockheed
Martin ("Pacific Sub"), with and into Lockheed pursuant to a Plan
and Agreement of Merger, dated as of August 29, 1994 (the
"Pacific Sub Merger Agreement"), among Lockheed, Pacific Sub and
Lockheed Martin (the "Pacific Sub Merger" and together with the
Atlantic Sub Merger, the "Mergers").
The Reorganization Agreement and the related Atlantic Sub
Merger Agreement and Pacific Sub Merger Agreement contemplated
the combination of the businesses of Lockheed and Martin Marietta
under a holding company, Lockheed Martin (the "Combination").
Special meetings of the stockholders of Lockheed and Martin
Marietta at which the stockholders were asked, pursuant to a
Joint Proxy Statement/Prospectus contained within Lockheed
Martin's Form S-4 Registration Statement (No. 33-57645) filed
with the Securities and Exchange Commission on February 9, 1995,
to consider and vote upon, among other things, the Combination
were held on March 15, 1995. The stockholders of each of
Lockheed and Martin Marietta approved the Combination at their
respective meetings.
Following receipt of these approvals, Articles of Merger
relating to the Atlantic Sub Merger were filed with the
Department of Assessments and Taxation of the State of Maryland
and a Certificate of Merger relating to the Pacific Sub Merger
was filed with the Secretary of State of the State of Delaware.
These filings were accepted and the Mergers became effective on
March 15, 1995 with the result that each of Lockheed and Martin
Marietta became, as of March 15, 1995, wholly owned subsidiaries
of Lockheed Martin. The Combination was structured as a "merger
of equals" and did not involve the sale of either Lockheed or
Martin Marietta. No consideration was paid by either Lockheed or
Martin Marietta to the other, consequently there was no source of
funds.
Upon consummation of the Atlantic Sub Merger, (i) each
outstanding share of Martin Marietta common stock was converted
into the right to receive one share of Lockheed Martin common
stock, (ii) each outstanding share of Martin Marietta Series A
Preferred Stock was converted into the right to receive one share
of Lockheed Martin Series A Preferred Stock and (iii) any
outstanding shares of Martin Marietta common stock owned by
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Lockheed or any subsidiary of Lockheed were cancelled and no
longer exist. Upon consummation of the Pacific Sub Merger, (i)
each outstanding share of Lockheed common stock was converted
into the right to receive 1.63 shares of Lockheed Martin common
stock and (ii) any outstanding shares of Lockheed common stock
owned by Martin Marietta or any subsidiary of Martin Marietta or
held by Lockheed in its treasury were cancelled and no longer
exist. Fractional shares of Lockheed Martin common stock will
not be issued in connection with the Pacific Sub merger. Holders
of Lockheed common stock otherwise entitled to a fractional share
will be paid an amount in cash equal to the same fraction of the
fair market value of a whole share of Lockheed Martin common
stock, determined as set forth in the Reorganization Agreement.
The exchange ratios were determined through arm's-length
negotiation between Lockheed and Martin Marietta.
Lockheed Martin common stock is listed on the New York Stock
Exchange, Inc. and trades under the symbol "LMT".
The businesses of Lockheed Martin, through its wholly owned
subsidiaries Lockheed and Martin Marietta and their respective
subsidiaries, initially consists of the businesses conducted by
Lockheed and Martin Marietta and their respective subsidiaries
immediately prior to the consummation of the Combination. In
this regard, Lockheed Martin intends to continue to devote the
assets associated with these businesses to generally the same
purposes as these assets were employed prior to the Combination.
Item 7. Financial Statements and Exhibits
A. Financial Statements
None. The financial information otherwise required to
be included with this Form 8-K is included in the
following filings previously made by Lockheed, Martin
Marietta, and Lockheed Martin with the Securities
and Exchange Commission:
(1) Lockheed Martin Corporation's Registration
Statement on Form S-4 (No. 33-57645) filed with the
Securities and Exchange Commission on
February 9, 1995;
(2) Martin Marietta Corporation's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on February 17, 1995;
(3) Lockheed Corporation's Current Report on Form 8-K
filed with the Securities and Exchange Commission
on February 21, 1995; and
(4) Lockheed Martin Corporation's Current Report on
Form 8-K filed with the Securities and Exchange
Commission on March 15, 1995.
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Item 7. Financial Statements and Exhibits (con't.)
B. Exhibits
2 Agreement and Plan of Reorganization, dated as of
August 29, 1994, among Lockheed Martin Corporation,
Martin Marietta Corporation and Lockheed
Corporation, as amended as of February 7, 1995
(attached as Appendix I to the Joint Proxy
Statement/Prospectus included as part of
Lockheed Martin Corporation's Registration
Statement on Form S-4 (Reg. No. 33-57645) and
incorporated herein by reference)
SIGNATURE
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: March 23, 1995 By:/s/ CAROL R. MARSHALL
------------------------
Carol R. Marshall
Vice President-Secretary
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