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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) August 29,1994
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MARTIN MARIETTA CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-11810 52-1801551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6801 Rockledge Drive, Bethesda, Maryland 20817-1877
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 897-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On August 29, 1994, Martin Marietta Corporation (the "Registrant")
and Lockheed Corporation ("Lockheed") entered into a definitive agreement
providing for transactions that will result in the Registrant and Lockheed
becoming separate subsidiaries of a holding company that will be called Lockheed
Martin Corporation ("LMC"). The agreement is subject, among other things, to
regulatory approval and the approval of the Registrant's and Lockheed's
stockholders. Under the agreement each outstanding share of the Registrant's
Common Stock and Series A Preferred Stock will be converted into a single share
of Common Stock and Series A Preferred Stock, respectively, of LMC; and each
outstanding share of Lockheed Common Stock will be converted into 1.63 shares of
LMC Common Stock. A copy of the joint press release announcing the signing of
the agreement is filed herewith as an exhibit.
The Registrant has also adopted a Stockholder Rights Plan pursuant to
which the Registrant will distribute one Common Stock Purchase Right with
respect to each outstanding share of its Common Stock outstanding as of the
close of business on September 9, 1994, and each additional such share issued
thereafter until the earlier of the Distribution Date under the Rights Agreement
or the date on which the Rights expire or are redeemed. The Rights will expire
immediately prior to consummation of the transactions contemplated by the
above-mentioned agreement with Lockheed, or, if the transactions are not
consummated then on September 9, 2004, unless extended by the Registrant. The
Rights will not be exercisable except upon the occurrence of certain events
described in the Rights Agreement. When exercisable, each Right will entitle the
holder to purchase one share of the Registrant's Common Stock (or other shares,
securities or property, as the case may be, of equivalent value) at an exercise
price of $190.00 per share. The Rights will be redeemable at $0.01 per Right.
Copies of the Rights Agreement and the press release announcing adoption of the
Stockholder Rights Plan are filed herewith as exhibits.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit 4 - Copy of Rights Agreement dated as of August
29, 1994 with First Chicago Trust Company of
New York, Rights Agent (incorporated by
reference to Exhibit 1 to the Registrant's
Form 8-A dated September 1, 1994).
Exhibit 99.1 - Copy of press release issued by the
Registrant on August 30, 1994 relating to
the Stockholder Rights Plan.
Exhibit 99.2 - Copy of joint press release issued by the
Registrant and Lockheed Corporation on August
30, 1994.
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SIGNATURES
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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.
MARTIN MARIETTA CORPORATION
(Registrant)
Date: September 1, 1994 By:
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Lillian M. Trippett
Corporate Secretary and
Assistant General Counsel
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[LETTERHEAD OF MARTIN MARIETTA APPEARS HERE]
Exhibit 99.1
FOR IMMEDIATE RELEASE
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MARTIN MARIETTA ADOPTS
SHAREHOLDER RIGHTS PLAN
BETHESDA, Maryland, August 30, 1994 -- The board of directors of Martin
Marietta Corporation has adopted a Shareholder Rights Plan. The Corporation
will distribute one Common Stock Purchase Right for each outstanding share of
the Corporation's common stock, the Rights being exercisable only if a person
or group acquires 15% or more of Martin Marietta's common stock, or announces a
tender offer for 30% or more of the common stock.
The Rights will be distributed as soon as practicable after September 9, 1994,
to stockholders of record as of the close of business on that date and attach
to all shares issued thereafter until the earlier of the dates the Rights
become exercisable, expire or are redeemed. The Rights distribution is not
taxable to stockholders.
When exercisable, each Right entitles stockholders to purchase one share of the
Corporation's common stock (or other shares, securities or property, as the
case may be, of equivalent value) at an exercise price of $ 190. The
Corporation will be entitled to redeem the Rights at $.01 per Right up to and
including the 10th business day after a 15% position has been acquired. The
Rights will expire immediately prior to consummation of the transactions
contemplated by the Agreement and Plan of Reorganization, dated as of August
29, 1994, among Parent Corporation, the Company and Lockheed Corporation, or if
not consummated, then on September 9, 2004, unless extended by Martin
Marietta's Board of Directors.
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If the Corporation is acquired in a merger or other business combination
transaction after the Rights become exercisable, each Right will entitle its
holder, other than the holder who caused the triggering event to occur, to
purchase, for the exercise price, a number of shares of the acquiring or
surviving company's common stock having a market value of twice the exercise
price. In addition, following the acquisition by a person or group of 15% or
more of the Company's common stock, each holder of a Right, other than the
holder who caused the triggering event to occur, will become entitled to
purchase, for the exercise price, a number of shares of the Corporation's
common stock (or other shares, securities or property, as the case may be,)
having a market value of twice the exercise price. The Rights held by a person
who caused the triggering event to occur will be exercisable, but without the
two for one benefit described above.
Details of the rights distribution will be mailed to stockholders.
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0830/3094
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[LOGOS OF LOCKHEED AND MARTIN MARIETTA APPEAR HERE]
Exhibit 99.2
FOR IMMEDIATE RELEASE
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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, commercial, civil
government, energy 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.
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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.
"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 consolidations 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.
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"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.
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.
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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 Electronics 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., subsidiary, and in the Sandia
Corporation.
Lockheed is being advised by Morgan Stanley & Co., Incorporated. Martin
Marietta is being advised by Bear, Stearns & Co. Incorporated.
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0830/3094
CONTACT: Paul Haney, Lockheed Corporation, 818/876-2468
Charles Manor, Martin Marietta Corporation, 301/897-6258
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