SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) August 29,1994
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MARTIN MARIETTA CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-11810 52-1801551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6801 Rockledge Drive, Bethesda, Maryland 20817-1877
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 897-6000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On August 29, 1994, Martin Marietta Corporation (the "Registrant")
and Lockheed Corporation ("Lockheed") entered into a definitive agreement
providing for transactions that will result in the Registrant and Lockheed
becoming separate subsidiaries of a holding company that will be called Lockheed
Martin Corporation ("LMC"). The agreement is subject, among other things, to
regulatory approval and the approval of the Registrant's and Lockheed's
stockholders. Under the agreement each outstanding share of the Registrant's
Common Stock and Series A Preferred Stock will be converted into a single share
of Common Stock and Series A Preferred Stock, respectively, of LMC; and each
outstanding share of Lockheed Common Stock will be converted into 1.63 shares of
LMC Common Stock. A copy of the joint press release announcing the signing of
the agreement is filed herewith as an exhibit.
The Registrant has also adopted a Stockholder Rights Plan pursuant to
which the Registrant will distribute one Common Stock Purchase Right with
respect to each outstanding share of its Common Stock outstanding as of the
close of business on September 9, 1994, and each additional such share issued
thereafter until the earlier of the Distribution Date under the Rights Agreement
or the date on which the Rights expire or are redeemed. The Rights will expire
immediately prior to consummation of the transactions contemplated by the
above-mentioned agreement with Lockheed, or, if the transactions are not
consummated then on September 9, 2004, unless extended by the Registrant. The
Rights will not be exercisable except upon the occurrence of certain events
described in the Rights Agreement. When exercisable, each Right will entitle the
holder to purchase one share of the Registrant's Common Stock (or other shares,
securities or property, as the case may be, of equivalent value) at an exercise
price of $190.00 per share. The Rights will be redeemable at $0.01 per Right.
Copies of the Rights Agreement and the press release announcing adoption of the
Stockholder Rights Plan are filed herewith as exhibits.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit 4 - Copy of Rights Agreement dated as of August
29, 1994 with First Chicago Trust Company of
New York, Rights Agent (incorporated by
reference to Exhibit 1 to the Registrant's
Form 8-A dated September 1, 1994).
Exhibit 99.1 - Copy of press release issued by the
Registrant on August 30, 1994 relating to
the Stockholder Rights Plan.
Exhibit 99.2 - Copy of joint press release issued by the
Registrant and Lockheed Corporation on August
30, 1994.
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SIGNATURES
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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.
MARTIN MARIETTA CORPORATION
(Registrant)
Date: September 1, 1994 By:
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Lillian M. Trippett
Corporate Secretary and
Assistant General Counsel
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