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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) - October 10, 1996
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 1-11437 52-1893632
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
6801 ROCKLEDGE DRIVE, BETHESDA, MARYLAND 20817
(Address of principal executive offices) (Zip Code)
(301) 897-6000
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former name or address, if changed since last report)
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Item 5. Other Events
On September 16, 1996, Lockheed Martin Corporation ("Lockheed Martin")
commenced an exchange offer pursuant to which it is offering holders of shares
of Lockheed Martin common stock the opportunity to exchange their shares of
Lockheed Martin common stock for shares of Martin Marietta Materials, Inc.
("Materials") common stock (the "Exchange Offer"). Materials filed with the
Securities and Exchange Commission (the "Commission") a Form S-4 Registration
Statement under the Securities Act of 1933, as amended, relating to the Exchange
Offer (Registration Statement No. 333-08895) (the "Registration Statement"). The
Exchange Offer is being made pursuant to an Offering Circular/Prospectus filed
as part of the Registration Statement. Lockheed Martin filed with the Commission
a Schedule 13E-4 Issuer Tender Offer Statement under the Securities Exchange Act
of 1934, as amended, with respect to the Exchange Offer.
Certain employees of Lockheed Martin and its subsidiaries participate in
employee benefit plans that permit the investment of all or a portion of their
account balances in shares of Lockheed Martin common stock. The plan trustee is
the stockholder of record for such plans. With respect those plans that are
participant directed plans, plan participants are entitled to direct the plan
trustee as to whether or not to exchange shares attributable to their accounts
in the Exchange Offer. In instances where a plan participant fails to provide
timely direction to the plan trustee as to whether or not to exchange shares
attributable to that participant's account, the majority of the plans provide
for an independent fiduciary to provide such direction. To be timely,
participant directions must be actually received by certain deadlines on October
11, 1996 which vary by plan. With respect to those plans that are not
participant directed and with respect to shares held in plans which shares are
not allocated to participants' accounts, the plan trustee will make the
determination as to whether or not to exchange shares in the Exchange Offer.
On October 10, 1996, Lockheed Martin announced that U.S. Trust Company of
California, N.A., ("U.S. Trust"), acting as trustee and independent fiduciary of
various Lockheed Martin employee benefit plans, had informed Lockheed Martin
that, based upon information presently available, U.S. Trust did not intend to
exchange or direct the exchange of any shares for which it has fiduciary
responsibility under such plans in the Exchange Offer. U.S. Trust further
informed Lockheed Martin that, in reaching this decision, U.S. Trust evaluated
the Exchange Offer only in the context of employee benefit plans intended to
provide benefits for covered Lockheed Martin employees and that its decision
does not reflect an evaluation of the Exchange Offer from the viewpoint of any
other stockholder.
U.S. Trust serves as trustee or independent fiduciary for the majority of
Lockheed Martin benefit plans with Lockheed Martin stock as an investment
option, and has fiduciary responsibility for those shares in employee accounts
for which valid instructions regarding the exchange offer are not received. It
also has fiduciary responsibility for the unallocated Lockheed Martin shares in
the Lockheed Martin Salaried Employee Savings Plan Plus. As of August 31, 1996,
approximately 36.6 million shares of Lockheed Martin common stock were held in
employee benefit plans (including approximately 9.3 million unallocated shares
in the Lockheed Martin Salaried Employee Savings Plan Plus).
A copy of the press release pursuant to which Lockheed Martin made the
announcement summarized above is attached hereto as Exhibit 99 and is
incorporated in this Item 5 by reference.
Item 7. Financial Statements and Exhibits
Exhibit No. Description of Exhibits
99 Lockheed Martin Corporation October 10, 1996 Press Release
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Lockheed Martin Corporation
/s/ Stephen M. Piper
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Stephen M. Piper, Associate General Counsel
and Assistant Secretary
Index to Exhibits
Exhibit No. Description of Exhibits
99 Lockheed Martin Corporation October 10, 1996 Press Release
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EXHIBIT 99
FOR IMMEDIATE RELEASE
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TRUSTEE FOR LOCKHEED MARTIN EMPLOYEE PLANS MAKES
DECISION REGARDING MARTIN MARIETTA MATERIALS EXCHANGE OFFER
Bethesda, Maryland, October 10, 1996 -- Lockheed Martin announced today that
U.S. Trust Company of California, N.A., acting as trustee and independent
fiduciary of various Lockheed Martin employee benefit plans, has informed the
Corporation that based on information presently available, it does not intend to
exchange or direct the exchange of any shares of Lockheed Martin Common Stock
for which it has fiduciary responsibility under such plans for shares of Martin
Marietta Materials Common Stock. U.S. Trust further indicated that, in reaching
this decision, it evaluated the exchange offer only in the context of employee
plans intended to provide benefits for covered Lockheed Martin employees, and
its decision does not reflect an evaluation of the exchange offer from the
viewpoint of any other stockholder. Lockheed Martin emphasized that U.S. Trust's
decision does not affect any shares validly tendered by participants in Lockheed
Martin employee plans by October 11, 1996.
U.S. Trust serves as trustee or independent fiduciary for the majority of
Lockheed Martin benefit plans with Lockheed Martin stock as an investment
option, and has fiduciary responsibility for those shares in employee accounts
for which valid instructions regarding the exchange offer are not received by
October 11, 1996. It also has fiduciary responsibility for the unallocated
Lockheed Martin shares in the Lockheed Martin Salaried Employee Savings Plan
Plus.
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As of August 31, 1996, approximately 36.6 million shares of Lockheed Martin
common stock were held in employee benefit plans (including approximately 9.3
million unallocated shares in the Lockheed Martin Salaried Employee Savings Plan
Plus).
The exchange offer, which commenced on September 16, 1996, is being made by way
of an offering circular -- prospectus copies of which may be obtained from the
Information Agent, Morrow & Co., Inc. In the offer, Lockheed Martin offers,
subject to certain conditions, to exchange 4.72 shares of Martin Marietta
Materials common stock owned by Lockheed Martin for each share of Lockheed
Martin stock validly tendered, up to a maximum of 7,913,136 shares of Lockheed
Martin. Unless extended, the exchange offer expires at midnight EDT, on Friday,
October 18, 1996.
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