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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 22, 1998
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MARYLAND 1-11437 52-1893632
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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<S> <C>
6801 ROCKLEDGE DRIVE, BETHESDA, MARYLAND 20817
(Address of principal executive offices) (Zip Code)
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(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 October 22, 1998, the Board of Directors of Lockheed Martin
Corporation (the "Corporation") declared a two-for-one stock split of the
Corporation's Common Stock ("Common Stock") in the form of a stock dividend of
one share of Common Stock for each share of Common Stock outstanding. The
dividend is payable on December 31, 1998 to stockholders of record at the close
of business on December 1, 1998. As a result of the stock split, pursuant to
Section 3.14 of the Agreement and Plan of Merger, dated September 18, 1998 (the
"Merger Agreement"), by and among the Corporation, Deneb Corporation and COMSAT
Corporation ("COMSAT"), subject to the terms and conditions set forth in the
Merger Agreement, each share of COMSAT common stock, without par value, issued
and outstanding immediately prior to the Effective Time (as defined in the
Merger Agreement) (other than shares of COMSAT common stock held in the treasury
of COMSAT, held by Regulus, LLC, held by the Corporation, if any, and any
Dissenting Shares (as defined in the Merger Agreement)) will be converted into
the right to receive 1.0 share of Common Stock, which reflects the increase
from 0.5 share of Common Stock originally contemplated by the Merger Agreement.
A copy of the press release dated October 22, 1998 is included as Exhibit 99 to
this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
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99 Lockheed Martin Corporation Press Release
dated October 22, 1998.
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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
26 October 1998
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INDEX TO EXHIBITS
Exhibit No. Description
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99 Lockheed Martin Corporation Press Release dated
October 22, 1998.
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EXHIBIT 99
For Immediate Release
LOCKHEED MARTIN BOARD AUTHORIZES TWO-FOR-ONE STOCK SPLIT, DIVIDEND INCREASE
BETHESDA, Maryland, October 22, 1998 The board of directors of Lockheed Martin
(NYSE:LMT) today declared a two-for-one split of the Corporation's common stock
and a cash dividend increase.
The split will be in the form of a stock dividend and stockholders of record on
December 1, 1998, will receive one additional share for each share of Lockheed
Martin Corporation common stock held. The new shares will be issued
December 31, 1998.
The split will have the effect of altering the exchange ratio contemplated by
the Agreement and Plan of Merger between Lockheed Martin and COMSAT Corporation
from 0.5 to 1.0, as previously announced, to a one-for-one exchange ratio.
December 1 also will be the record date for the fourth-quarter cash dividend of
$.44, or $1.76 annually, on pre-split shares, ($.22 quarterly on a post-split
basis) representing a $.04 per-share increase over the previous cash dividend of
$.40 per share. The dividend will be payable on December 31.
CONTACT: Charles Manor, Lockheed Martin News & Information, 301/897-6258.
