<PAGE>
As filed with the Securities and Exchange Commission on March 14, 1995.
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LOCKHEED MARTIN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 52-1893632
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEPHEN M. PIPER
ASSISTANT GENERAL COUNSEL
LOCKHEED MARTIN CORPORATION
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value.. 1,000,000 $47.6875 $47,687,500 $16,442.65
===================================================================================================
</TABLE>
(1) Computed, pursuant to Rule 457(c) and guidance provided by the Staff of the
Division of Corporation Finance, based on the average of the high and low
prices of Martin Marietta Corporation Common Stock on March 10, 1995 as
reported on the New York Stock Exchange.
================================================================================
<PAGE>
EXPLANATORY NOTE
On August 29, 1994, Lockheed Corporation ("Lockheed"), Martin Marietta
Corporation ("Martin Marietta") and Lockheed Martin Corporation (hereinafter
referred to as "Lockheed Martin," the "Corporation" or the "Registrant") entered
into an Agreement and Plan of Reorganization to combine the businesses of
Lockheed with the businesses of Martin Marietta (the "Combination"). The
Agreement and Plan of Reorganization was amended on February 7, 1995 (as
amended, the "Reorganization Agreement"). It is anticipated that on March 15,
1995, the Combination will be consummated and each of Martin Marietta and
Lockheed will become wholly-owned subsidiaries of Lockheed Martin. Lockheed
Martin was formed by Lockheed and Martin Marietta in August 1994 to hold the
businesses of Martin Marietta and Lockheed. The Combination is more fully
described in the 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.
The business of Lockheed Martin will consist of the businesses previously
conducted by Lockheed and Martin Marietta and their respective subsidiaries.
Further, although Lockheed Martin and its wholly-owned subsidiaries, Lockheed
and Martin Marietta, will be separate corporations, they will be operated
functionally as an integrated organization, Lockheed Martin.
The form of Prospectus included in this Registration Statement is the form
of Prospectus to be used by Lockheed Martin in connection with its Dividend
Reinvestment and Stock Purchase Plan following consummation of the Combination.
<PAGE>
[LOCKHEED MARTIN LOGO]
LOCKHEED MARTIN CORPORATION
1,000,000 SHARES
COMMON STOCK (PAR VALUE $1.00)
_____________________
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Lockheed Martin Corporation ("Lockheed Martin") provides certain holders of
record and beneficial holders of shares of Lockheed Martin common stock, par
value $1.00 ("Lockheed Martin Common Stock") with a simple and convenient method
of investing cash dividends on Lockheed Martin Common Stock and optional cash
payments in additional shares of Lockheed Martin Common Stock without payment of
any brokerage commissions or service charges. In addition, brokers and nominees
may reinvest dividends on behalf of beneficial owners by means of the use of the
Broker and Nominee Authorization Form described below. Those holders of
Lockheed Martin Common Stock who do not participate in the Plan will receive
cash dividends, as declared, in the usual manner.
A Participant in the Plan may obtain additional shares of Lockheed Martin
Common Stock by:
-- reinvesting dividends on all shares registered in the name of the
Participant;
-- reinvesting dividends on part of the shares registered in the name of
the Participant (while continuing to receive cash dividends on his or
her remaining shares); or
-- making optional cash payments of not less than $50 in any month up to
a maximum of $100,000 in any calendar year, whether or not dividends
on shares registered in the name of the Participant are being
reinvested.
This Prospectus relates to 1,000,000 shares of Lockheed Martin Common Stock
registered for sale under the Plan. Lockheed Martin Common Stock is listed on
the New York Stock Exchange, Inc.
PARTICIPANTS SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________________
THE DATE OF THIS PROSPECTUS IS MARCH 16, 1995.
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR IN AN APPLICABLE PROSPECTUS SUPPLEMENT IN
CONNECTION WITH ANY OFFER MADE THROUGH THIS PROSPECTUS OR SUCH PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY LOCKHEED MARTIN OR ANY UNDERWRITER,
DEALER, AGENT OR OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF LOCKHEED MARTIN SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
AVAILABLE INFORMATION
Lockheed Martin is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 5th Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 5th Street, N.W.
Washington, D.C., 20549, at prescribed rates. Such information with respect to
Lockheed Martin may also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
Lockheed Martin has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, documents incorporated by reference and
exhibits, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Lockheed Martin Common Stock
offered hereby. This Prospectus does not contain all information set forth in
the Registration Statement and Exhibits thereto filed by Lockheed Martin
Corporation with the Securities and Exchange Commission under the Securities Act
as permitted by the rules and regulations of the Commission. The Registration
Statement, including any amendments, schedules and exhibits filed or
incorporated by reference as a part thereof, is available for inspection and
copying as set forth above. Statements contained in this Prospectus or in any
document incorporated herein by reference as to the contents of any contract or
other document referred to herein or therein are not necessarily complete and in
each instance
-2-
<PAGE>
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or such other document, and each statement
shall be deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Registrant, Martin Marietta
Corporation or Lockheed Corporation with the Commission are incorporated herein
by reference and made a part hereof:
(a) The Registrant's Joint Proxy Statement/Prospectus filed pursuant
to Registration Statement No. 33-57645 on Form S-4 filed with the Commission on
February 9, 1995;
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") (as amended on Form 8-B/A filed March 9, 1995), and any amendment or
report filed for the purpose of updating such description;
(c) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 13, 1995;
(d) Martin Marietta Corporation's Current Report on Form 8-K filed
with the Commission on February 17, 1995; and
(e) Lockheed Corporation's Current Report on Form 8-K filed with the
Commission on February 21, 1995.
All documents subsequently filed by the Registrant, Martin Marietta or
Lockheed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
(or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed except, as so
modified or superseded, to constitute part of this Prospectus except as so
modified or superseded.
Lockheed Martin will furnish without charge to each person to whom this
Prospectus is delivered upon written or oral request, a copy of any or all of
the documents incorporated by reference
-3-
<PAGE>
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference herein). Requests should be directed to: Lockheed
Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention:
Lillian M. Trippett, Corporate Secretary, telephone number (301) 897-6000.
-4-
<PAGE>
LOCKHEED MARTIN CORPORATION
Lockheed Martin Corporation is a diversified enterprise which is organized
into four major operating sectors: Aeronautics; Electronics; Information and
Technology Services; and Space and Strategic Missiles. These sectors include
businesses of Lockheed Corporation ("Lockheed") and Martin Marietta Corporation
("Martin Marietta") and their respective subsidiaries. Other Lockheed Martin
units include Energy Systems, Sandia Corporation, Idaho Technologies and Martin
Marietta Materials, Inc. Lockheed Martin was formed by Lockheed and Martin
Marietta in August 1994 in connection with the combination of the businesses of
Lockheed and Martin Marietta (the "Combination"). The business of Lockheed
Martin consists of the businesses previously conducted by Lockheed and Martin
Marietta. Further, although Lockheed Martin and its wholly-owned subsidiaries,
Lockheed and Martin Marietta, are separate corporations, they are operated
functionally as an integrated organization, Lockheed Martin. For additional
details concerning the Combination, please see the Registration Statement on
Form S-4 of Lockheed Martin Corporation (No. 33-57645) filed with the Securities
and Exchange Commission on February 9, 1995.
Lockheed Martin Corporation's principal executive offices are located at
6801 Rockledge Drive, Bethesda, Maryland 20817. The telephone number of
Lockheed Martin is (301) 897-6000.
LOCKHEED CORPORATION
Lockheed's primary businesses involve research, development and production
of aerospace products, systems and services. Lockheed also manages the Idaho
National Laboratory for the Department of Energy. The mailing address of
Lockheed's principal executive offices is 4500 Park Granada Boulevard,
Calabasas, California 91399; its telephone number is (818) 876-2000.
MARTIN MARIETTA CORPORATION
Martin Marietta is a diversified enterprise principally engaged in the
conception, design, manufacture and integration of advanced technology products
and services for the United States Government and private industry. In
addition, Martin Marietta manages certain facilities for the Department of
Energy and also produces construction aggregates and specialty chemical
components. The mailing address of Martin Marietta's principal executive
offices is 6801 Rockledge Drive, Bethesda, Maryland 20817; its telephone number
is (301) 897-6000.
THE PLAN
The Plan is a continuation of a substantially similar plan previously
maintained by Martin Marietta and was authorized by Lockheed Martin's Board of
Directors in connection with the
-5-
<PAGE>
Combination. The Plan became effective upon the closing of the Combination on
March 15, 1995. The text of the Plan is as follows:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides eligible holders of record of Lockheed Martin Common
Stock with a simple and convenient way to invest cash dividends and optional
cash payments in additional shares of Lockheed Martin Common Stock without
payment of any brokerage commissions or service or other charges. To the extent
such shares are purchased from Lockheed Martin, funds received by Lockheed
Martin will be used for general corporate purposes.
PARTICIPATION
2. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of Lockheed Martin Common Stock having addresses
entered on the shareholder records of the Bank (as defined in No. 3) in the
United States or Canada (which shall be deemed to include the trustee of any
Lockheed Martin individual employee benefit plan account acting on behalf of
each employee holding Lockheed Martin Common Stock in such individual account)
are eligible to participate in the Plan (a "Participant"). Participants may:
(a) have cash dividends on all shares registered in the name of such Participant
automatically reinvested, or (b) have cash dividends on part of such shares
automatically reinvested, or (c) whether or not they have elected to have
dividends on any such shares automatically reinvested, invest in additional
shares of Lockheed Martin Common Stock by making optional cash purchases of not
less than $50 in any month to a maximum of $100,000 in any calendar year per
individual account. Holders of record having addresses outside the United
States or Canada will not be eligible to participate in the Plan. If Lockheed
Martin Common Stock is currently registered in a shareholder's own name, the
shareholder may participate directly in the Plan. A beneficial owner whose
shares are registered in a name other than his or her own (for example, in the
name of a broker or bank nominee) must either become a shareholder of record by
having all or part of such shares transferred into the shareholder's own name or
make arrangements with their broker or bank to participate on the shareholder's
behalf. Lockheed Martin has made arrangements with the Bank to facilitate
reinvestment of dividends under the Plan by record holders such as brokers and
bank nominees, on a per-dividend basis, on behalf of beneficial owners. See
Nos. 5 and 7 below.
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<PAGE>
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
First Chicago Trust Company of New York (the "Bank"), 525 Washington
Boulevard, Jersey City, New Jersey 07313, (201) 324-0498, administers the Plan,
keeps records, sends statements of account to Participants and performs other
duties relating to the Plan. PLEASE SEE NO. 28 BELOW FOR THE ADDRESS TO WHICH
INFORMATION RELATING TO PARTICIPATION IN THE PLAN SHOULD BE SENT. Shares of
Lockheed Martin Common Stock purchased under the Plan ("Plan Shares") will be
registered in the name of the Bank (or its nominee), as agent for each
Participant in the Plan and will be credited to the accounts of the respective
Participants. As record holder of the Plan Shares held in the Participants'
accounts under the Plan, the Bank will receive dividends on all Plan Shares held
on each dividend record date, will credit such dividends to Participants'
accounts on the basis of full and fractional shares held in these accounts, and
will automatically reinvest such dividends in additional shares of Lockheed
Martin Common Stock.
ADVANTAGES
4. WHAT ARE THE ADVANTAGES OF THE PLAN?
No commissions or service charges are paid by a Participant in connection
with purchases under the Plan. Full investment of funds is possible under the
Plan because fractions of shares, as well as whole shares, will be credited to a
Participant's account. Dividends in respect of such fractions, as well as
whole shares, will be reinvested in additional shares and such shares will be
credited to a Participant's account. A Participant can avoid the need for
safekeeping of certificates for shares credited to his or her account under the
Plan through the free custodial services described below. Regular statements of
account will provide simplified recordkeeping.
5. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE?
Any eligible shareholder of Lockheed Martin Common Stock may join the Plan
by completing and signing the Authorization Card accompanying the Prospectus and
returning it to the Bank. A postage-paid envelope is provided for this purpose.
Additional Authorization Cards may be obtained at any time by written request to
the Bank.
A broker or nominee may participate in the Plan on behalf of beneficial
owners by signing and returning either the Authorization Card or the Broker and
Nominee Authorization Form (the "B&N Form"). See No. 7 below.
-7-
<PAGE>
6. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
An eligible shareholder of Lockheed Martin Common Stock may join the Plan
at any time. Once in the Plan, such shareholder will remain a Participant until
such shareholder elects to discontinue participation.
If an Authorization Card requesting reinvestment of dividends is received
by the Bank on or before the record date established for a particular dividend,
reinvestment will commence with that dividend. Dividend record dates for any
dividends which may be declared on Lockheed Martin Common Stock (and the related
payment dates) are anticipated to be as follows for the remainder of 1995:
Record Date Payment Date
(date by which (date on which
Authorization dividend will be
Card must be received: reinvested):
--------------------- ------------------
June 1, 1995 June 30, 1995
September 1, 1995 September 29, 1995
December 1, 1995 December 29, 1995
It is anticipated that record dates and payment dates for any dividends
which may be declared on Lockheed Martin Common Stock in the future will be at
approximately the same times of the year as listed above.
If an Authorization Card is received from a shareholder after the record
date established for a particular dividend, the reinvestment of dividends will
begin on the dividend payment date following the next record date if such
shareholder is still a holder of record.
7. WHAT DO THE AUTHORIZATION CARD AND THE B&N FORM PROVIDE?
The Authorization Card provides for the purchase of additional shares of
Lockheed Martin Common Stock through the following investment options:
If "Full Dividend Reinvestment" is elected, the Authorization Card directs
the Bank to apply all the cash dividends on all the shares then or subsequently
registered in a Participant's name that are specified on the Authorization Card,
together with any optional cash payments, toward the purchase of additional
Lockheed Martin Common Stock.
If "Partial Dividend Reinvestment" is elected, the Bank will apply all the
cash dividends on only the number of shares registered in the Participant's name
that are specified on the Authorization Card, together with any optional cash
payments, toward the purchase of additional Martin Marietta Common Stock.
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<PAGE>
If "Optional Cash Payments Only" is elected, the Participant will continue
to receive cash dividends on shares registered in the Participant's name in the
usual manner, and the Bank will apply all optional cash payments received toward
the purchase of additional Lockheed Martin Common Stock.
The Authorization Card further directs the Bank to reinvest automatically
any subsequent dividends on Plan Shares held in the Participant's Plan account.
Under the Plan, dividends will be reinvested on a cumulative basis on the shares
designated on the Authorization Card and on all Plan Shares held in the Plan
account until a Participant specifies otherwise, or withdraws from the Plan
altogether, or until the Plan is terminated.
The B&N Form (for brokers and nominees) provides a means whereby a broker
or nominee may (i) inform the Bank each time Lockheed Martin declares a cash
dividend of the names of participating beneficial owners and (ii) specify as to
each beneficial owner the number of shares of Lockheed Martin Common Stock with
respect to which the dividend is to be reinvested. The B&N Form, therefore,
unlike the Authorization Card, contemplates providing new instructions to the
Bank each time a dividend is declared. The Bank, on the dividend payment date,
will reinvest the dividend payable with respect to the number of shares
specified in the record holder's instructions for each identified beneficial
owner in as many whole shares of Lockheed Martin Common Stock as can be
purchased in accordance with the Plan. As soon as practical following the
dividend payment date, the Bank will transmit to the record holder information
with respect to each beneficial owner for whom the record holder has requested
dividend reinvestment showing as to each such beneficial owner, (a) the number
of shares specified for reinvestment of the dividend, (b) the total dividend
paid relating to such shares, (c) the total dividend reportable for federal
income tax purposes, (d) the amount of federal income tax withheld, if any, (e)
the number of whole shares purchased, (f) the total cost of the shares
purchased, (g) the amount of the total dividend not reinvested and (h) the
aggregate fair market value of the shares purchased. Accompanying such
information will be a share certificate, registered in the name of the record
holder, for the total number of shares purchased for each of such beneficial
owners, and a check for the aggregate amount of the dividend, after taxes, if
any, not reinvested for such beneficial owners.
The B&N Form and appropriate instructions must be received by the Bank not
later than the fifth business day following the record date for such dividend or
no dividends will be reinvested based on such B&N Form.
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<PAGE>
PURCHASES
8. WHAT IS THE SOURCE OF LOCKHEED MARTIN COMMON STOCK PURCHASED UNDER THE
PLAN?
At Lockheed Martin's discretion, Plan Shares will be: (a) purchased
directly from Lockheed Martin, in which event such shares will be authorized but
unissued shares or shares held in treasury; (b) purchased on the open market; or
(c) any combination of the foregoing.
9. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Purchases from Lockheed Martin of authorized but unissued shares of
Lockheed Martin Common Stock or shares of Lockheed Martin Common Stock held in
treasury will be made on the relevant Investment Date (as defined in the next
paragraph). Purchases on the open market will begin on the Investment Date and
will be completed no later than 30 days from such date except where completion
at a later date is necessary or advisable under any applicable federal
securities laws. Such purchases may be made on any securities exchange where
such shares are traded, in the over-the-counter market, or by negotiated
transactions and may be subject to such terms with respect to price, delivery,
etc. to which the Bank may agree. Neither Lockheed Martin nor any Participant
shall have any authority or power to direct the time or price at which shares
may be purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
The "Investment Date" in any month in which a dividend is paid is the
dividend payment date and in any other month will be the last business day of
such month. If, however, the Investment Date falls on a date when the New York
Stock Exchange is closed, the first day immediately subsequent to such date on
which the New York Stock Exchange is open will be the Investment Date.
10. WHAT WILL BE THE PRICE TO THE PARTICIPANT OF SHARES PURCHASED UNDER THE
PLAN?
The price to the Participant of shares purchased on the open market under
the Plan will be the weighted average purchase price of all shares of Lockheed
Martin Common Stock purchased for the Plan in respect of the related Investment
Date.
In the case of purchases from Lockheed Martin of authorized but unissued
shares or shares held in treasury of Lockheed Martin Common Stock, the purchase
price to the Participant will be the average of the high and low sales prices of
Lockheed Martin Common Stock as reported in the New York Stock Exchange
Composite Transactions on the relevant Investment Date. If no trading in
Lockheed Martin Common Stock occurs on the New York Stock Exchange on the
relevant Investment Date, the purchase price per share will be determined by
Lockheed Martin on the basis of such market quotations as it deems appropriate.
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<PAGE>
11. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE DETERMINED?
A Participant's account in the Plan will be credited with that number of
shares, including fractions computed to three decimal places, equal to the total
amount to be invested by such Participant, after taxes, if any, divided by the
purchase price per share.
OPTIONAL CASH PAYMENTS
12. HOW DOES THE OPTIONAL CASH PAYMENT FEATURE OF THE PLAN WORK?
All eligible holders of record of Lockheed Martin Common Stock except for
brokers and nominees (discussed below) who have submitted a signed Authorization
Card are eligible to make optional cash payments at any time. Additionally, the
trustee of any Lockheed Martin individual account employee benefit plan is
eligible to make optional cash payments on behalf of Lockheed Martin employees
having Lockheed Martin Common Stock in such individual accounts. No optional
cash payment shall be in an amount less than $50 per individual account in any
month nor may optional cash payments total more than $100,000 per individual
account in any calendar year. The Bank will apply any optional cash payment
received from a Participant before an Investment Date to the purchase of
Lockheed Martin Common Stock for the account of the Participant on such
Investment Date if the Lockheed Martin Common Stock is purchased from Lockheed
Martin, and as soon as practical (as explained in No. 9 above) after such
Investment Date if the Lockheed Martin Common Stock is purchased on the open
market. No interest will be paid by Lockheed Martin or the Bank on cash
payments held pending investment. Cash payments received by the Bank too late
to be invested on an Investment Date will be held by the Bank until the next
Investment Date.
Brokers or nominees participating on behalf of beneficial owners cannot
utilize the optional cash payment provision of the Plan. Therefore, if shares
of Lockheed Martin Common Stock are held by a broker or nominee and the owner of
such shares wishes to participate in the optional cash payment feature of the
Plan, such owner must become a shareholder of record by having all or part of
such shares transferred to such owner's name.
13. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
An initial optional cash payment may be made by a Participant when joining
the Plan by enclosing a check or money order, payable to "First Chicago--
Lockheed Martin DRP" with the Authorization Card. Thereafter, optional cash
payments may be made by use of a cash payment form which will be attached to
each Participant's statement of account.
The same amount of optional cash payment need not be made each month and
there is no obligation to make an optional cash payment in any month. No
optional cash payment by a Participant shall be in an amount less than $50 in
any month nor may optional cash payments total more than $100,000 in any
calendar year.
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<PAGE>
14. MAY OPTIONAL CASH PAYMENTS BE RETURNED TO A PARTICIPANT?
Optional cash payments received by the Bank will be returned to a
Participant upon written request by such Participant received by the Bank at
least two business days prior to the Investment Date.
COSTS
15. WHAT ARE THE COSTS TO A PARTICIPANT IN THE PLAN?
A Participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Any brokerage commissions in connection with a
sale by the Bank of all or part of the shares held for a Participant under the
Plan will be charged to such Participant. See No. 25 for additional
information. All costs of administration of the Plan and purchases of the
shares will be paid by Lockheed Martin.
REPORTS TO PARTICIPANTS
16. WHAT KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?
As soon as practical after each purchase of shares on behalf of a
Participant, such Participant will receive a statement of account. These
statements are a record of the purchase price of shares purchased under the Plan
and should be retained for tax purposes. In addition, each Participant will
receive, from time to time, copies of all communications sent to shareholders.
Each Participant will receive annual Internal Revenue Service Information
(on Form 1099) for reporting dividend income received.
CERTIFICATES FOR SHARES
17. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
Plan Shares will be held in the name of the Bank or its nominee. This
service protects against the loss, theft or destruction of the stock
certificates evidencing Plan Shares. However, certificates will be issued to
any Participant upon specific written request. See No. 18 below. The number of
shares purchased for a Participant's account under the Plan will be shown on
such Participant's statement of account.
Each account under the Plan will be maintained in the name in which
certificates of the Participant were registered at the time such Participant
entered the Plan. A Participant who wishes to pledge shares credited to such
Participant's Plan account must first withdraw such shares from the account.
Certificates for shares purchased with dividends reinvested pursuant to
instructions received on B&N Forms will be delivered to the holder of record.
See No. 7 above.
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<PAGE>
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
18. HOW MAY SHARES BE WITHDRAWN FROM THE PLAN?
Plan Shares credited to a Participant's account may be withdrawn by a
Participant by providing the Bank a written notice specifying the number of
shares to be withdrawn. Fractional shares may not be withdrawn. Certificates
for shares of Lockheed Martin Common Stock so withdrawn will be issued to and
registered in the name of the Participant.
19. WILL DIVIDENDS ON SHARES WITHDRAWN FROM THE PLAN CONTINUE TO BE REINVESTED?
If the Participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a Participant's account will
continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a Participant's name are being reinvested, the
Bank will continue to reinvest dividends on only the number of shares specified
by the Participant on the Authorization Card unless a new Authorization Card
specifying a different number of shares is delivered.
20. WILL DIVIDENDS ON A PARTICIPANT'S PLAN SHARES CONTINUE TO BE REINVESTED IF
THE PARTICIPANT SELLS OR TRANSFERS THE SHARES OF LOCKHEED MARTIN COMMON
STOCK REGISTERED IN HIS NAME?
Even if a Participant sells or transfers all of the shares of Lockheed
Martin Common Stock registered in the Participant's name, the Bank will continue
to reinvest dividends on the Plan Shares held for the Participant's Plan account
until a written request for withdrawal from the Plan is received from the
Participant.
TERMINATION OF PARTICIPATION
21. HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate participation in the Plan prior to any
Investment Date or any time prior to the dividend record date relating thereto
by delivering written notice to the Bank. As soon as practicable following
termination, the Bank will send the Participant a certificate for the whole
shares in the Participant's Plan account. If the Participant so requests, the
Bank will sell all or a portion of such shares and remit the proceeds, less any
related brokerage commission and applicable transfer tax. If the request to
terminate is received by the Bank on or after the record date for a dividend
payment, such request to terminate may not become effective until any dividend
paid on the dividend payment date has been reinvested and the shares of Lockheed
Martin Common Stock purchased are credited to the Participant's account under
the Plan. The Bank, in its sole discretion, may either pay any such dividend in
cash or reinvest it in Lockheed Martin Common Stock on
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<PAGE>
behalf of the terminating Participant. Any optional cash payments which had
been sent to the Bank prior to the request to terminate will also be invested
unless return of the amount is expressly requested in the request for
termination and such request is received at least two business days prior to the
Investment Date. The request for termination will then be processed as promptly
as possible following such dividend payment or Investment Date. See No. 6 above
for the approximate timing of dividend record and payment dates. In every case
of termination, the Participant's interest in a fractional share will be paid in
cash at the closing price of Lockheed Martin Common Stock as reported in the New
York Stock Exchange Composite Transactions on the day the termination notice is
received by the Bank, less any related brokerage commission and applicable
transfer tax. If the New York Stock Exchange is not open on the day of receipt,
the next subsequent trading day will be used.
After termination, dividends will be paid to the shareholder in cash unless
and until the shareholder rejoins the Plan, which a shareholder may do at any
time by requesting an Authorization Card from the Bank. See No. 5 above.
RIGHTS OFFERING: STOCK DIVIDENDS OR STOCK SPLITS
22. IF LOCKHEED MARTIN HAS A RIGHTS OFFERING, HOW WILL THE RIGHTS ON PLAN
SHARES BE HANDLED?
Participation in any rights offering will be based upon both shares of
Lockheed Martin Common Stock registered in a Participant's name and any whole
Plan Shares credited to such Participant's Plan account.
23. WHAT HAPPENS IF LOCKHEED MARTIN ISSUES A DIVIDEND PAYABLE IN STOCK OR
DECLARES A STOCK SPLIT?
Any stock dividends or split shares of Lockheed Martin Common Stock
distributed by Lockheed Martin will apply to Plan Shares as well and will be
credited pro rata to each Participant's account. Stock dividends or split
shares distributed on shares registered in a Participant's name will be mailed
directly to the Participant.
VOTING RIGHTS
24. HOW WILL THE BANK VOTE SHARES CREDITED TO A PARTICIPANT'S ACCOUNT IN THE
PLAN AT STOCKHOLDER'S MEETINGS?
For each meeting of stockholders, a Participant will receive proxy material
that will enable the Participant to vote both the shares registered in the
Participant's name directly and whole shares credited to the Participant's Plan
account. If a Participant elects, he or she may vote his or her shares,
including all whole Plan Shares held for the Participant's account under the
Plan, in person at the stockholder's meeting.
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<PAGE>
INCOME TAX CONSEQUENCES
25. WHAT ARE THE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Reinvested Dividends. Each Participant will be treated for federal income
tax purposes as having received, on each dividend payment date, a dividend equal
to the full amount of the cash dividend payable on such date with respect to the
Participant's shares, even though that amount is not actually received by the
Participant in cash, but instead, is applied to the purchase of additional
shares of Lockheed Martin Common Stock for the Participant's account under the
Plan. The Participant's basis in those shares will equal the purchase price of
the shares on a relevant dividend payment date.
Additionally, when the Bank purchases Lockheed Martin Common Stock for a
Participant's account on the open market with reinvested dividends, a
Participant that is subject to federal income tax must include in the
Participant's gross income for the year the full amount of the cash dividend
payable with respect to the Participant's shares plus that portion of any
brokerage commissions paid by Lockheed Martin which are attributable to the
purchase of the Participant's shares. The Participant's basis in the Plan
Shares held for his or her account will be equal to the purchase price of the
Plan Shares plus allocable brokerage commissions.
Optional Cash Payments. In the case of shares purchased in the open market
with optional cash payments, Participants that are subject to federal income tax
must include in gross income their allocable share of any brokerage commissions
paid by Lockheed Martin. The tax basis of such shares will be the amount of the
optional cash payment plus brokerage commissions paid by Lockheed Martin, if
any.
Additional Information. Dividends for corporate shareholders will be
eligible for the dividends-received deduction available under the Internal
Revenue Code. The holding period for Plan Shares will begin the day after the
date the shares are acquired.
A Participant will not realize taxable income when the Participant receives
certificates for shares credited to the Participant's account either upon the
Participant's request for certain of those shares or upon withdrawal from or
termination of the Plan. A Participant will realize gain or loss when the
shares received are subsequently sold or exchanged.
A Participant who receives, upon withdrawal from or termination of the
Plan, a cash payment for the sale of Plan Shares held for such Participant's
account or for a fractional share then held in his or her account will realize
gain or loss measured by the difference between the amount of the cash received
and the Participant's basis in such shares or fractional share. Such gain
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or loss will be capital in character if such shares or any fraction of a share
are a capital asset in the hands of the Participant and will be either long-term
or short-term capital gain or loss depending upon the length of time that the
Participant has held or is deemed to have held the shares.
Dividends available for reinvestment under the Plan will be reduced by any
federal income tax required to be withheld under existing law at the time of the
dividend payments. Participants that are subject to federal income tax would
include in gross income the full dividend amount, including the amount of tax
withheld. Amounts withheld will be forwarded to the Internal Revenue Service to
be applied against the Participant's federal income tax obligations.
In the case of those foreign shareholders whose dividends are subject to
U.S. federal income tax withholding, the amount of the tax to be withheld will
be deducted from the amount of share dividends to determine the amount of
dividends to reinvest.
For further information as to tax consequences of participation in the
Plan, Participants should consult their own tax advisors.
RESPONSIBILITY OF LOCKHEED MARTIN AND THE BANK
26. WHAT ARE THE RESPONSIBILITIES OF LOCKHEED MARTIN AND THE BANK UNDER THE
PLAN?
Neither Lockheed Martin, nor the Bank as Plan administrator, will be liable
for any act done in good faith or for any good faith omission to act, including
without limitation, any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death, the prices at which shares
are purchased or sold for the Participant's account, the times when purchases or
sales are made, or fluctuations in the market value of Lockheed Martin Common
Stock.
Participants should recognize that neither Lockheed Martin nor the Bank can
provide any assurance of a profit or protection against loss on any Lockheed
Martin Common Stock purchased under the Plan.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
27. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
While the Plan is intended to continue indefinitely, Lockheed Martin
reserves the right to suspend or terminate the Plan at any time, including
during the period between a dividend record date and the related dividend
payment date. It also reserves the right to make modifications to the Plan.
Participants will be notified of any such suspension, termination or
modification. Lockheed
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Martin and the Bank also reserve the right to terminate any Participant's
participation in the Plan at any time.
Any question of interpretation arising under the Plan will be determined by
Lockheed Martin and any such determination will be final.
28. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?
All correspondence regarding the Plan should be directed to:
First Chicago Trust Company of New York
Lockheed Martin Corporation Dividend
Reinvestment and Stock Purchase Plan
P.O. Box 2598
Jersey City, New Jersey 07303-2598
Please mention Lockheed Martin Corporation in all correspondence about the
Plan.
DESCRIPTION OF LOCKHEED MARTIN CAPITAL STOCK
The summary of the terms of the stock of Lockheed Martin set forth below
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Lockheed Martin Charter and the Lockheed Martin Bylaws.
AUTHORIZED CAPITAL STOCK
Under the Lockheed Martin Charter, the total number of shares of all
classes of stock that Lockheed Martin has authority to issue is 820,000,000
shares, of which 750,000,000 are shares of Lockheed Martin Common Stock,
20,000,000 are shares of Lockheed Martin Series A Preferred Stock, and
50,000,000 are shares of Lockheed Martin Series Preferred Stock.
COMMON STOCK
Subject to any preferential rights of the Lockheed Martin Series A
Preferred Stock or any series of Lockheed Martin Series Preferred Stock, holders
of shares of Lockheed Martin Common Stock will be entitled to receive dividends
on such stock out of assets legally available for distribution when, as and if
authorized and declared by the Lockheed Martin Board and to share ratably in the
assets of Lockheed Martin legally available for distribution to its stockholders
in the event of its liquidation, dissolution or winding-up. Lockheed Martin may
not pay any dividend or make any distribution of assets on shares of Lockheed
Martin Common Stock until cumulative dividends on shares of the Lockheed Martin
Series A Preferred Stock and on any other shares of Lockheed Martin Series
Preferred Stock then outstanding with dividend or distribution rights senior to
the Lockheed Martin Common Stock have been paid.
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<PAGE>
Holders of Lockheed Martin Common Stock are entitled to one vote per share
on all matters voted on generally by the stockholders, including the election of
directors, and, except as otherwise required by law or except as provided with
respect to the Lockheed Martin Series A Preferred Stock or any series of
Lockheed Martin Series Preferred Stock, the holders of such shares possess all
voting power. See "-Series A Preferred Stock-Voting Rights." Thus, the holders
of more than one-half of the outstanding shares of Lockheed Martin Common Stock
generally will be able to elect all the directors of Lockheed Martin then
standing for election and holders of the remaining shares will not be able to
elect any director.
Holders of Lockheed Martin Common Stock will have no preferences,
preemptive, conversion, or exchange rights.
SERIES A PREFERRED STOCK
The Lockheed Martin Series A Preferred Stock has a par value of $1.00 per
share and a liquidation preference of $50 per share, plus accrued and unpaid
dividends.
Rank. With respect to dividend rights and rights on liquidation,
dissolution and winding up, the Lockheed Martin Series A Preferred Stock ranks
senior to all other classes of stock of Lockheed Martin except those classes of
preferred stock expressly designated as ranking on a parity with the Lockheed
Martin Series A Preferred Stock.
Dividends. Preferential cash dividends at the per share rate of $.75 per
quarter will accrue (whether or not declared and whether or not funds are
legally available for payment) from the last quarterly dividend payment date on
which dividends have been paid, are cumulative and will compound quarterly, to
the extent they are unpaid, at the rate of 6% per annum computed on the basis of
a 360-day year of twelve 30-day months. Holders of shares of Lockheed Martin
Series A Preferred Stock are not entitled to any other dividends.
Redemption. Upon the giving of specified notice, on or after April 2,
1998, Lockheed Martin, at its option, will be entitled to redeem any or all
shares of Lockheed Martin Series A Preferred Stock, at a redemption price
determined based on the formula set forth in the Lockheed Martin Charter.
Lockheed Martin may, at its option, pay the price of such redemption either in
cash or in shares of Lockheed Martin Common Stock.
Conversion Rights. The holders of shares of Lockheed Martin Series A
Preferred Stock have the right, at their option, to convert each share into such
number of fully paid and nonassessable shares of Lockheed Martin Common Stock as
is determined based on the formula set forth in the Lockheed Martin Charter.
The Conversion Price is subject to anti-dilution adjustments as described below.
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<PAGE>
Anti-Dilution Provisions. The number of shares of stock into which each
share of Lockheed Martin Series A Preferred Stock is convertible is subject to
certain anti-dilution adjustments upon the occurrence of certain events such as
(i) stock dividends or other distributions on the Lockheed Martin Common Stock
or other stock of Lockheed Martin payable in Lockheed Martin Common Stock, (ii)
stock splits, reverse stock splits, share exchanges or reclassifications
affecting the Lockheed Martin Common Stock, (iii) certain issuances of Lockheed
Martin Common Stock (or rights, warrants or securities convertible or
exchangeable into Lockheed Martin Common Stock) at a price per share (or having
a conversion or exercise price per share) less than the average closing price
(as defined in the Lockheed Martin Charter) of Lockheed Martin Common Stock on
the date of issuance, (iv) distributions to holders of Lockheed Martin Common
stock or any other class of stock of Lockheed Martin of evidences of
indebtedness or assets of Lockheed Martin (excluding any regular quarterly
dividend of Lockheed Martin paid in cash out of the consolidated earnings or
consolidated retained earnings of Lockheed Martin in an amount not exceeding
125% of the average of the four regular quarterly dividends paid by Lockheed
Martin for the immediately preceding four quarters), and (v) repurchases, by
Lockheed Martin or any of its subsidiaries, by self tender offer or otherwise,
of any shares of Lockheed Martin Common Stock at a weighted average purchase
price in excess of the average closing price (as defined in the Lockheed Martin
Charter) immediately prior to such repurchase.
Voting Rights. Except as otherwise provided below or as required by law,
the holders of shares of Lockheed Martin Series A Preferred Stock will not be
entitled to vote on any matter on which the holders of any voting securities of
Lockheed Martin are entitled to vote.
Upon a default with respect to Lockheed Martin's senior bank facility (if
any) that is not substantially cured within six months, the holders of the
Lockheed Martin Series A Preferred Stock, voting as a separate class, will be
entitled to elect the smallest number of directors of the Lockheed Martin Board
that shall constitute no less than 25% of the authorized number of directors of
the Lockheed Martin Board until the bank debt default is cured.
In the event that (i) dividends payable on the Lockheed Martin Series A
Preferred Stock are in arrears for six quarters (whether or not consecutive) and
(ii) the holders of the Lockheed Martin Series A Preferred Stock are not than
represented on the Lockheed Martin Board by directors elected as a result of a
bank debt default (as described above), a majority in interest of the holders of
Lockheed Martin Series A Preferred Stock, voting separately as a class with
holders of shares of any other class of preferred stock upon which like voting
rights have been conferred, will be entitled to elect two additional directors
of Lockheed Martin.
In the event of any merger, consolidation, business combination or share
exchange involving Lockheed Martin or any
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sale, lease or conveyance of all or substantially all of the assets of Lockheed
Martin upon which the holders of Lockheed Martin Common Stock are entitled to
vote, generally, the holder of each share of Lockheed Martin Series A Preferred
Stock will be entitled to vote together with the holders of shares of Lockheed
Martin Common Stock and to cast the number of votes equal to the number of
shares of Lockheed Martin Common Stock into which such shares of Lockheed Martin
Series A Preferred Stock are then convertible.
So long as any shares of the Lockheed Martin Series A Preferred Stock
remain outstanding, the consent of the holders of at least 66 2/3% of the shares
of Lockheed Martin Series A Preferred Stock then outstanding (voting separately
as a class), generally, will be necessary to amend, alter or repeal any of the
provisions of the Lockheed Martin Charter which would adversely affect any
right, preference, privilege, or voting power of Lockheed Martin Series A
Preferred Stock or of the holders thereof.
Liquidation Rights. Upon any dissolution, liquidation or winding up of the
affairs of Lockheed Martin, whether voluntary or involuntary, the holders of
shares of Lockheed Martin Series A Preferred Stock will be entitled to receive
liquidation distributions in the amount of $50 per share, plus an amount equal
to all dividends accrued and unpaid thereon to the date of the liquidation,
before any distribution or payment is made to holders of Lockheed Martin Common
Stock or on any other class of stock of Lockheed Martin ranking junior as to
dividends or assets distributable upon Liquidation to the holders of shares of
Lockheed Martin Series A Preferred Stock.
SERIES PREFERRED STOCK
The Lockheed Martin Board is authorized to issue shares of Lockheed Martin
Series Preferred Stock, in one or more series or classes, and to fix for each
such series or class the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption, as are permitted by Maryland law. The Lockheed Martin
Board could authorize the issuance of shares of Lockheed Martin Series Preferred
Stock with terms and conditions which could discourage a takeover or other
transaction that holders of some or a majority of shares of Lockheed Martin
Common Stock might believe to be in their best interests or in which such
holders might receive a premium for their shares of stock over the then market
price of such shares. As of the date hereof, no shares of Lockheed Martin
Series Preferred Stock are outstanding.
PREEMPTIVE RIGHTS
No holder of any shares of any class of stock of Lockheed Martin will have
any preemptive or preferential right to acquire or subscribe for any unissued
shares of any class of stock or any authorized securities convertible into or
carrying any right,
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<PAGE>
option or warrant to subscribe for or acquire shares of any class of stock.
First Chicago Trust Company of New York is the principal transfer agent and
registrar for Lockheed Martin's Common Stock.
USE OF PROCEEDS
Lockheed Martin has no basis for estimating either the number of shares of
Lockheed Martin Common Stock that ultimately will be sold pursuant to the Plan
or the prices at which such shares will be sold. However, Lockheed Martin
proposes to use the net proceeds received by Lockheed Martin from any sale under
this Prospectus of newly issued Lockheed Martin Common Stock for general
corporate purposes.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby was passed
upon for Lockheed Martin by Stephen M. Piper, Esquire, Assistant General
Counsel, Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland
20817.
EXPERTS
The consolidated financial statements of Lockheed Corporation at December
25, 1994 and December 26, 1993 and for each of the three years in the period
ended December 25, 1994 included in Lockheed Corporation's Current Report on
Form 8-K filed with the Commission on February 21, 1995 which are incorporated
herein by reference and made a part of the Registration Statement of which this
Prospectus is a part; the consolidated financial statements of Martin Marietta
Corporation and subsidiaries at December 31, 1994 and 1993 and for each of the
three years in the period ended December 31, 1994 included in Martin Marietta
Corporation's Current Report on Form 8-K filed with the Commission on February
17, 1995 which are incorporated herein by reference and made a part of the
Registration Statement of which this Prospectus is a part; and the consolidated
balance sheet of Lockheed Martin Corporation as of October 31, 1994,
incorporated by reference herein from the Lockheed Martin Corporation
Registration Statement on Form S-4 (Reg. No. 33-57645); have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
also incorporated herein by reference. Such consolidated financial statements of
Lockheed Corporation, Martin Marietta Corporation and the consolidated balance
sheet of Lockheed Martin Corporation are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
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<PAGE>
TABLE OF CONTENTS
Page
----
1,000,000 Shares
Available Information 2
Incorporation of Certain
Information by Reference 3
Lockheed Martin Corporation 5
Lockheed Corporation 5
Martin Marietta Corporation 5
The Plan 5 LOCKHEED MARTIN
CORPORATION
Purpose 6
Participation 6
Administration 7 [Lockheed Martin
LOGO]
Advantages 7
Purchases 10
Optional Cash Payments 11
Costs 12
Reports to Participants 12
Certificates for Shares 12
Withdrawal of Shares in Plan 13
Accounts
Termination of Participation 13 Dividend Reinvestment
and
Rights Offering: Stock 14 Stock Purchase Plan
Dividends or Stock Splits
Voting Rights 14
Income Tax Consequences 15
Responsibility of Lockheed 16
Martin and the Bank
Suspension, Modification or 16
Termination of the Plan
Description of Lockheed Martin
Capital Stock 17
Use of Proceeds 21
Legal Matters 21
Experts 21
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Maryland General Corporation Law authorizes Maryland
corporations to limit the liability of directors and officers to the
corporation or its stockholders for money damages, except (a) to the extent
that it is proved that the person actually received an improper benefit or
profit in money, property or services, for the amount of the benefit or
profit in money, property or services actually received, (b) to the extent
that a judgment or other final adjudication adverse to the person is
entered in a proceeding based on a finding that the person's action or
failure to act was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding or (c) in
respect of certain other actions not applicable to the Registrant. Under
the Maryland General Corporation Law, unless limited by charter,
indemnification is mandatory if a director or an officer has been
successful on the merits or otherwise in the defense of any proceeding by
reason of his or her service as a director unless such indemnification is
not otherwise permitted as described in the following sentence.
Indemnification is permissive unless it is established that (a) the act or
omission of the director was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (b) the director actually received an improper
personal benefit in money, property or services or (c) in the case of any
criminal proceeding, the director had reasonable cause to believe his or
her act or omission was unlawful. In addition to the foregoing, a court of
appropriate jurisdiction may under certain circumstances order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer has met the standards
of conduct set forth in the preceding sentence or has been adjudged liable
on the basis that a personal benefit was improperly received in a
proceeding charging improper personal benefit to the director or officer.
If the proceeding was an action by or in the right of the corporation or
involved a determination that the director or officer received an improper
personal benefit, however, no indemnification may be made if the individual
is adjudged liable to the corporation, except to the extent of expenses
approved by a court of competent jurisdiction.
Article XI of the charter of the Registrant limits the liability
of directors and officers to the fullest extent permitted by the Maryland
General Corporation Law. Article XI of the charter of the Registrant also
authorizes the Registrant to adopt by-laws or resolutions to provide for
the indemnification of directors and officers. Article VI of the By-laws
of the Registrant provides for the indemnification of the Registrant's
directors and officers to the fullest extent permitted by the Maryland
General Corporation
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<PAGE>
Law. In addition, the Registrant's directors and officers are covered by
certain insurance policies maintained by the Registrant.
Item 16. List of Exhibits.
5. Opinion of Stephen M. Piper, Esquire
23-A. Consent of Ernst & Young LLP (Washington, D.C.).
23-B. Consent of Ernst & Young LLP (Los Angeles, CA).
23-C. Consent of KPMG Peat Marwick LLP.
23-D. Consent of Arthur Andersen LLP.
23-E. Consent of Stephen M. Piper, Esquire (contained in Exhibit 5
hereof).
25. Powers of Attorney.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of
II-2
<PAGE>
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from Registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being Registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the County of Montgomery, State of Maryland on the date indicated
below.
LOCKHEED MARTIN CORPORATION
Date: March 14, 1995 By: /s/ Frank H. Menaker, Jr.
---------------------
Frank H. Menaker, Jr.
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Daniel M. Tellep Chairman of the March 14, 1995
---------------- Board and Chief
Daniel M. Tellep* Executive Officer
and Director
/s/ Marcus C. Bennett Senior Vice March 14, 1995
----------------- President, Chief
Marcus C. Bennett* Financial Officer
and Director
/s/ Robert E. Rulon Controller and Chief March 14, 1995
--------------- Accounting Officer
Robert E. Rulon*
/s/ Norman R. Augustine Director March 14, 1995
-------------------
Norman R. Augustine*
/s/ Lynne V. Cheney Director March 14, 1995
---------------
Lynne V. Cheney*
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<PAGE>
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Edwin I. Colodny Director March 14, 1995
- ---------------------
Edwin I. Colodny*
/s/ Lodwrick M. Cook Director March 14, 1995
- ---------------------
Lodwrick M. Cook*
/s/ James L. Everett, III Director March 14, 1995
- -------------------------
James L. Everett, III*
/s/ Edward E. Hood, Jr. Director March 14, 1995
- -----------------------
Edward E. Hood, Jr.*
/s/ Caleb B. Hurtt Director March 14, 1995
- ---------------------
Caleb B. Hurtt*
/s/ Gwendolyn S. King Director March 14, 1995
- ---------------------
Gwendolyn S. King*
/s/ Lawrence O. Kitchen Director March 14, 1995
- -----------------------
Lawrence O. Kitchen*
/s/ Gordon S. Macklin Director March 14, 1995
- ---------------------
Gordon S. Macklin*
/s/ Eugene F. Murphy Director March 14, 1995
- ---------------------
Eugene F. Murphy*
/s/ Allen E. Murray Director March 14, 1995
- -------------------
Allen E. Murray*
/s/ Carlisle A.H. Trost Director March 14, 1995
- -----------------------
Carlisle A.H. Trost*
</TABLE>
II-5
<PAGE>
Signature Title Date
--------- ----- ----
/s/ James R. Ukropina Director March 14, 1995
- ----------------------
James R. Ukropina*
*By: /s/ Stephen M. Piper March 14, 1995
----------------
(Stephen M. Piper, Attorney-in-fact**)
_____________________
**By authority of Powers of Attorney filed with this Registration
Statement on Form S-8.
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
- ------ ----------- ----
5. Opinion of Stephen M. Piper, Esquire
23-A. Consent of Ernst & Young LLP (Washington, D.C.).
23-B. Consent of Ernst & Young LLP (Los Angeles, CA).
23-C. Consent of KPMG Peat Marwick LLP.
23-D. Consent of Arthur Andersen LLP.
23-E. Consent of Stephen M. Piper, Esquire (contained in
Exhibit 5 hereof).
25. Powers of Attorney.
<PAGE>
Exhibit 5
[LOGO OF LOCKHEED MARTIN CORPORATION]
March 15, 1995
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Re: Lockheed Martin Corporation Dividend Reinvestment
and Stock Purchase Plan (the "Plan").
Ladies and Gentlemen:
I submit this opinion to you in connection with the filing with the
Securities and Exchange Commission of a registration statement on Form S-3 (the
"Registration Statement") on the date hereof. The Registration Statement
registers shares of common stock ("Common Stock") of Lockheed Martin Corporation
(the "Corporation") for use in connection with the Plan. The Plan contemplates
that Common Stock may be treasury or authorized but unissued shares or may be
acquired in the open market. As Assistant General Counsel of the Corporation, I
have examined such corporate records, certificates and other documents and have
reviewed such questions of law as I deemed necessary or appropriate for the
purpose of this opinion.
Based upon that examination and review, I advise you that in my opinion:
(i) the Corporation has been duly incorporated and is validly existing
under the laws of the State of Maryland; and
(ii) to the extent that the operation of the Plan results in the issuance of
Common Stock, such shares of Common Stock have been duly and validly
authorized and, when issued in accordance with the terms set forth in
the Registration Statement, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement.
Very truly yours,
/s/ Stephen M. Piper
Stephen M. Piper
Assistant General Counsel
Lockheed Martin Corporation
<PAGE>
EXHIBIT 23-A
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the incorporation by reference in Post-Effective Amendment No. 1, on
Form S-8, to the Registration Statement (Form S-4 No. 33-57645) of Lockheed
Martin Corporation and in the related Joint Proxy Statement/Prospectus of
Lockheed Corporation, Martin Marietta Corporation and Lockheed Martin
Corporation of: (a) our report dated January 20, 1995, with respect to the
consolidated financial statements of Martin Marietta Corporation and
subsidiaries for the year ended December 31, 1994, included in its Current
Report (Form 8-K), dated February 17, 1995; (b) our report dated November 1,
1994, with respect to the consolidated balance sheet of Lockheed Martin
Corporation as of October 31, 1994, included in its Registration Statement on
Form S-4 No. 33-57645, dated February 9, 1995; (c) our report dated May 20,
1994, with respect to the financial statements of the Martin Marietta
Corporation Performance Sharing Plan included in the Plan's Annual Report
(Form 11-K) for the year ended December 31, 1993; (d) our report dated May 20,
1994, with respect to the financial statements of the Martin Marietta
Corporation Savings and Investment Plan for Hourly Employees included in the
Plan's Annual Report (Form 11-K) for the year ended December 31, 1993; (e) our
report dated May 20, 1994, with respect to the financial statements of Martin
Marietta Energy Systems, Inc. 401(k) Savings Plan for Salaried Employees
included in the Plan's Annual Report (Form 11-K) for the year ended December 31,
1993; (f) our report dated May 20, 1994, with respect to the financial
statements of Martin Marietta Energy Systems, Inc. 401(k) Savings Plan for
Hourly Employees included in the Plan's Annual Report (Form 11-K) for the year
ended December 31, 1993; and (g) our report dated May 20, 1994, with respect to
the financial statements of Martin Marietta Energy Systems, Inc. Savings Plan
for Salaried and Hourly Employees included in the Plan's Annual Report
(Form 11-K) for the year ended December 31, 1993; all filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Washington, D.C.
March 13, 1995
<PAGE>
EXHIBIT 23-B
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of Lockheed Martin Corporation for the
Lockheed Martin Corporation Dividend Reinvestment and Stock Purchase Plan, and
to the incorporation by reference therein of our report dated January 31, 1995,
with respect to the consolidated financial statements of Lockheed Corporation
for the year ended December 25, 1994, included in its Current Report (Form 8-K),
dated February 21, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
March 13, 1995
<PAGE>
EXHIBIT 23.C
CONSENT OF KPMG PEAT MARWICK LLP INDEPENDENT AUDITORS
The Board of Directors
General Electric Company:
The Board of Directors
Martin Marietta Corporation:
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Lockheed Martin Corporation of our report, dated
February 3, 1993, relating to the consolidated financial statements of GE
Aerospace Businesses as of December 31, 1992 and 1991 and for each of the years
in the two-year period ended December 31, 1992, which report is incorporated by
reference in the December 31, 1993 annual report on Form 10-K of Martin Marietta
Corporation, which is incorporated herein by reference.
Harrisburg, Pennsylvania
March 13, 1995
<PAGE>
EXHIBIT 23.D
CONSENT OF ARTHUR ANDERSEN LLP
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated January
20, 1994 on our audits of the combined financial statements of the General
Dynamics Space Systems Group as of December 31, 1993 and 1992 and for each of
the three years in the period ended December 31, 1993 included in the Martin
Marietta Corporation's Form 8-K dated May 13, 1994, which is incorporated by
reference into the Lockheed Martin Corporation registration statement on Form
S-4 dated February 9, 1995.
ARTHUR ANDERSEN LLP
San Diego, California
March 13, 1995
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Daniel M. Tellep March 9, 1995
- ----------------------------- -
Daniel M. Tellep
Title: Chief Executive Officer and Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Marcus C. Bennett March 14, 1995
- ----------------------------- --
Marcus C. Bennett
Title: Chief Financial Officer and Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Robert E. Rulon March 13, 1995
- ----------------------------- --
Robert E. Rulon
Title: Chief Accounting Officer
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Norman R. Augustine March 8, 1995
- ----------------------------- -
Norman R. Augustine
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Lynne V. Cheney March 7, 1995
- ----------------------------- -
Lynne V. Cheney
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Edwin I. Colodny March 10, 1995
- ----------------------------- --
Edwin I. Colodny
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Lodwrick M. Cook March 9, 1995
- ----------------------------- -
Lodwrick M. Cook
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ James L. Everett, III March 10, 1995
- ----------------------------- --
James L. Everett, III
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Edward E. Hood, Jr. March 10, 1995
- ----------------------------- --
Edward E. Hood, Jr.
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Caleb B. Hurtt March 9th, 1995
- ----------------------------- ---
Caleb B. Hurtt
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Gwendolyn S. King March 10, 1995
- ----------------------------- --
Gwendolyn S. King
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Lawrence O. Kitchen March 10, 1995
- ----------------------------- --
Lawrence O. Kitchen
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Gordon S. Macklin March 9, 1995
- ----------------------------- -
Gordon S. Macklin
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Eugene F. Murphy March 13, 1995
- ----------------------------- --
Eugene F. Murphy
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Allen E. Murray March 9, 1995
- ----------------------------- -
Allen E. Murray
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ Carlisle A.H. Trost March 10, 1995
- ----------------------------- --
Carlisle A.H. Trost
Title: Director
<PAGE>
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION
The undersigned hereby constitutes and appoints Frank H. Menaker, Jr.,
William T. Vinson, Stephen M. Piper and Suzanna Fabos, and each of them, jointly
and severally, his or her lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, including, but not limited to, that listed
below, to execute and file, or cause to be filed, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission (hereinafter referred to as the "Commission") one or more
registration statements (or post-effective amendments) on Form S-3 for the
purpose of registering under the Securities Act of 1933 common stock of Lockheed
Martin Corporation for use in connection with a dividend reinvestment plan to be
maintained by Lockheed Martin Corporation, and amendments thereto (including
post-effective amendments), and all matters required by the Commission in
connection with such registration statements under the Securities Act of 1933,
as amended, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
/s/ James R. Ukropina March 9, 1995
- ----------------------------- -
James R. Ukropina
Title: Director
