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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) September 16, 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 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
The Corporation is filing this Current Report on Form 8-K to provide the
information contained in the Corporation's press release, dated September 16,
1999, which is included as Exhibit 99 to this Form. The press release reports
on the status of its pending tender offer and merger related to COMSAT
Corporation, particularly one of the conditions to the tender offer regarding
the Department of Justice.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
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99 Lockheed Martin Corporation Press Release dated
September 16, 1999.
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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
September 16, 1999
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INDEX TO EXHIBITS
Exhibit No. Description
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99 Lockheed Martin Corporation Press Release dated
September 16, 1999.
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Exhibit 99
L
For Immediate Release
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U.S. DEPARTMENT OF JUSTICE
WILL NOT BLOCK PROPOSED
LOCKHEED MARTIN/COMSAT MERGER
BETHESDA, Maryland, September 16, 1999 -- The staff of the U.S. Department of
Justice (DoJ) today notified Lockheed Martin (NYSE:LMT) and COMSAT Corporation
(NYSE:CQ) that the DoJ does not intend to enjoin the two companies from
completing their proposed strategic combination.
The DoJ action today follows Wednesday's affirmative vote by the Federal
Communications Commission (FCC) on two items also related to the planned merger
of the two companies.
The FCC votes and the fact the DoJ has informed Lockheed Martin the agency does
not intend to oppose the merger appear to satisfy the last two regulatory
conditions regarding the Lockheed Martin/COMSAT tender offer.
Lockheed Martin said it is in the process of completing closing due diligence,
including but not limited to reviewing the orders relating to the actions that
the FCC took yesterday. Last evening, Lockheed Martin received a copy of the
FCC's memorandum, order and authorization relative to its applications necessary
to complete the tender offer, and based upon its initial review of this document
believes it to be satisfactory. Lockheed Martin has not yet received a copy of
the FCC's report and order authorizing satellite users to directly access
INTELSAT and thus cannot yet assess the potential impact of direct access,
financial or otherwise, on COMSAT. Lockheed Martin said it did not anticipate
encountering any obstacles in its due diligence review and expects to close on
the first phase of the two-phase transaction on Saturday, September 18.
The Lockheed Martin/COMSAT strategic combination was announced in September
1998. On August 20, 1999, COMSAT shareholders approved the proposed merger. The
first phase of the combination, a tender offer by Lockheed Martin for up to 49
percent of the outstanding common shares of COMSAT for net $45.50 cash per
share, is scheduled to expire at 12:00 noon, New York City time, on Saturday,
September 18. The merger's second phase will be accomplished by an exchange of
Lockheed Martin common stock for COMSAT common stock on a one-for-one basis, and
is contingent upon certain conditions, including enactment
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of federal legislation to remove restrictions on authorized carrier ownership of
COMSAT voting stock.
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CONTACT: Charles Manor, Lockheed Martin Global Telecommunications, 301/581-2720
www.lmgt.com
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NOTE: Statements that are not historical facts are forward-looking statements
made pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from
anticipated results, including the effects of government budgets and
requirements; economic conditions; competitive environment; timing of awards and
contracts; the outcome of contingencies, including litigation and environmental
remediation; and program performance, in addition to other factors not listed.
See in this regard, the Corporation's filings with the SEC. The Corporation does
not undertake any obligation to publicly release any revisions to forward-
looking statements to reflect events or circumstances or changes in expectations
after the date of this news release or the occurrence of anticipated events.
