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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) June 15, 1999
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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 (Commission File Number) (IRS Employer
of 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 June 9, 1999, the Corporation issued a press release and filed a Form 8-K
with the Securities & Exchange Commission announcing that a bottoms-up financial
review resulted in a substantial reduction of its current earnings outlook for
the remainder of 1999 and 2000. The Corporation disclosed that it expects lower
earnings per diluted share and lower free cash flow for both of these periods.
On June 15, 1999, Carole Kops, Barbara Zappala and Doug Perkins filed a lawsuit
in the United States District Court for the Central District of California
against the Corporation and four of its officers or directors (Vance D. Coffman,
Marcus C. Bennett, Phillip Duke, and Thomas A. Corcoran). The complaint
contains class action allegations and states that it is filed on behalf of the
named plaintiffs as well as on behalf of purchasers of the Corporation's common
stock between January 28, 1999 and June 9, 1999. The complaint alleges that the
defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 in that they or persons they controlled allegedly (a) employed devices,
schemes and artifices to defraud; (b) made untrue statements of material facts
or omitted to state material facts necessary in order to make statements made,
in light of the circumstances under which they were made, not misleading; or (c)
engaged in acts, practices and a course of business that operated as a fraud or
deceit upon class members in connection with their purchases of our common
stock. The complaint further alleges that the statutory safe harbor provided
for forward-looking statements does not apply under certain circumstances to any
of the allegedly false forward-looking statements. According to the complaint,
class members were damaged as, in reliance on the integrity of the market, they
paid artificially inflated prices for the Corporation's stock. Plaintiffs seek
a judgment awarding damages with interest and such other relief as the court may
deem proper. The Corporation believes that the allegations are without merit
and will defend this and any related actions.
As is common with private securities class action litigation, it is likely that
the Corporation will be named as defendants in additional, multiple actions
purportedly brought on behalf of our shareholders based on similar facts. If
additional lawsuits are filed, the Corporation expects that the multiple actions
will be consolidated and that the court will appoint as lead plaintiff the
member or members of the purported plaintiff class that the court determines to
be most capable of adequately representing the interests of class members.
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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/ Marian S. Block
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Marian S. Block
Vice President, Associate General
Counsel and Assistant Secretary
June 28, 1999
