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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 7, 1996
LORAL CORPORATION
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-4238 13-1718360
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(Commission File Number) (IRS Employer Identification No.)
600 Third Avenue, New York, New York 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-697-1105
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ITEM 5. OTHER EVENTS
On January 7, 1996, Loral Corporation ("Loral" or the "Company") and
Lockheed Martin Corporation ("Lockheed Martin") entered into a definitive
Agreement and Plan of Merger (the "Merger Agreement") among the Company,
Lockheed Martin and LAC Acquisition Corporation, a wholly-owned subsidiary of
Lockheed Martin ("LAC"), providing for the transactions that will result in the
Company becoming a subsidiary of Lockheed Martin and the spin-off by the Company
of its space and telecommunications businesses, including the Company's direct
and indirect interests in Globalstar, L.P., Space Systems/Loral, Inc. and other
affiliated businesses, to the Company's shareholders (the "Spin-Off"). Under
the terms of the Merger Agreement, LAC commenced a cash tender offer on January
12, 1996 for all outstanding shares of common stock, par value $.25 per share,
of the Company (the "Common Stock") at a price of $38.00 per share. Consummation
of the tender offer is subject to, among other things, at least two-thirds of
the shares of Common Stock, determined on a fully-diluted basis, being validly
tendered and not withdrawn prior to the expiration of the tender offer,
applicable regulatory approvals and the occurrence of the Spin-Off Record Date
(as defined below). A copy of each of the Merger Agreement and the joint press
release of the Company and Lockheed Martin announcing the transaction is filed
as Exhibit 2.1 and Exhibit 99.1 hereto, respectively, and incorporated by
reference herein.
Concurrently with the execution of the Merger Agreement, the Company,
certain wholly-owned subsidiaries of the Company and Lockheed Martin, entered
into the Restructuring, Financing and Distribution Agreement (the "Distribution
Agreement"), which provides, among other things, for (i) the transfer of Loral's
space and telecommunications businesses to Loral Space & Communications Ltd., a
Bermuda company ("Loral Space"), (ii) the distribution of all of the shares of
Loral Space common stock to holders of Common Stock and persons entitled to
acquire shares of Common Stock, each as of a record date (the "Spin-Off Record
Date") to be declared by the Board of Directors of Loral and to be a date on or
immediately prior to the consummation of the tender offer and (iii) Lockheed
Martin will fund $344 million for preferred stock convertible into a 20% equity
interest in Loral Space, to be retained by Loral following the Spin-Off and the
merger. A copy of the Distribution Agreement is filed as Exhibit 2.2 hereto and
incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated as of January 7, 1996 among
Loral Corporation, Lockheed Martin Corporation and LAC
Acquisition Company (incorporated by reference to Exhibit 7 of
the Company's Solicitation/Recommendation Statement on
Schedule 14d-9 dated January 12, 1996)
Exhibit 2.2 Restructuring, Financing and Distribution Agreement, dated as
of January 7, 1996 among Loral Corporation, Loral
Telecommunications Acquisition, Inc., certain wholly-owned
subsidiaries of Loral Corporation and Lockheed Martin
Corporation (incorporated by reference to Exhibit 8 of the
Company's Solicitation/Recommendation Statement on Schedule
14d-9 dated January 12, 1996)
Exhibit 99.1 Press release of Loral Corporation and Lockheed Martin
Corporation dated January 8, 1996 (incorporated by reference
to Exhibit 16 of the Company's Solicitation/Recommendation
Statement on Schedule 14d-9 dated January 12, 1996)
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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.
LORAL CORPORATION
(Registrant)
Date: January 16, 1996 By: /s/ Michael B. Targoff
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Michael B. Targoff
Senior Vice President
and Secretary
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger dated as of January 7, 1996
among Loral Corporation, Lockheed Martin Corporation and
LAC Acquisition Company (incorporated by reference to
Exhibit 7 of the Company's Solicitation/Recommendation
Statement on Schedule 14d-9 dated January 12, 1996)
Exhibit 2.2 Restructuring, Financing and Distribution Agreement,
dated as of January 7, 1996 among Loral Corporation,
Loral Telecommunications Acquisition, Inc., certain
wholly-owned subsidiaries of Loral Corporation and
Lockheed Martin Corporation (incorporated by reference
to Exhibit 8 of the Company's
Solicitation/Recommendation Statement on Schedule 14d-9
dated January 12, 1996)
Exhibit 99.1 Press release of Loral Corporation and Lockheed Martin
Corporation dated January 8, 1996 (incorporated by
reference to Exhibit 16 of the Company's
Solicitation/Recommendation Statement on Schedule 14d-9
dated January 12, 1996)
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