EXHIBIT 99(K)(II)
CERTIFICATE OF MERGER
OF
LAC ACQUISITION CORPORATION
INTO
LORAL CORPORATION
Under Section 905 of The Business Corporation Law
The undersigned, Frank H. Menaker, Jr. and Stephen M. Piper, the Vice
President and General Counsel and the Assistant Secretary, respectively, of
Loral Corporation, a domestic corporation duly organized and existing under the
laws of the State of New York ("LORAL"), do hereby certify that:
FIRST: (a) The name of each constituent corporation to the merger
(the "MERGER") is as follows:
(i) LORAL CORPORATION (formerly LORAL ELECTRONICS CORPORATION); and
(ii) LAC ACQUISITION CORPORATION ("LAC").
(b) The name of the surviving corporation is LORAL CORPORATION.
SECOND: (a) With respect to Loral, the designation and number of
outstanding shares of each class and series as of the close of business on
April 22, 1996 (the "SPECIFIED TIME") are as follows:
(i) 176,162,588 shares of common stock, par value $0.25 per share
(the "LORAL COMMON STOCK"), which Loral Common Stock is entitled to vote; and
(ii) no shares of Series A Preferred Stock, par value $1.00 per
share ("LORAL PREFERRED STOCK"), which Loral Preferred Stock is entitled to
vote.
(b) The number of outstanding shares of Loral Preferred Stock is
subject to change prior to the Effective Time (as defined in Paragraph SEVENTH
hereof) in the following manner; with respect to Loral Preferred Stock, Loral is
party to a Rights Agreement, dated January 10, 1996, as amended (the "RIGHTS
AGREEMENT"), between itself and The Bank of New York, as rights agent, pursuant
to which, upon the occurrence of certain events specified therein, the rights
issued thereunder may entitle the holders of such rights to purchase one
one-thousandth
of a share of Loral Preferred Stock on terms specified in such Rights Agreement.
In the event that any events occur prior to the Effective Time which entitle the
holders of the rights to purchase shares of Loral Preferred Stock and any
holders of the right exercise their purchase rights related thereto, the number
of shares of Loral Preferred Stock outstanding of Loral Corporation will change.
THIRD: (a) With respect to LAC, the designation and number of
outstanding shares of each class and series as of the close of business on the
Specified Time are 100 shares of Common Stock, par value $0.01 per share.
(b) The number of outstanding shares of LAC Common Stock is not
subject to change prior to the Effective Time.
FOURTH: Upon the Merger becoming effective, each share of LAC
Common Stock issued and outstanding immediately prior to the Effective Time
shall, without any action on the part of the holder thereof, be converted into
and exchangeable for one share of Loral Common Stock.
FIFTH: The Certificate of Incorporation of Loral shall be the
certificate of incorporation of the surviving corporation; provided, that
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Article First of the Certificate of Incorporation shall be amended to read in
its entirety as follows:
"First: The name of the Corporation is Lockheed Martin Tactical
Systems, Inc."
SIXTH: Upon the Merger becoming effective;
(i) each Loral Share issued and outstanding immediately prior to
the Effective Time (other than (x) Loral Shares held by Lockheed
Martin Corporation, a Maryland Corporation ("LMC"), or any subsidiary
of LMC, (y) Loral Shares held in the treasury of Loral or held by any
subsidiary of Loral (other than a Retained Subsidiary (as defined in
the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of
January 7, 1996, by and among Loral, LMC and LAC)), and (z) Dissenting
Shares (as defined in the Merger Agreement)), shall, by virtue of the
Merger and without any action on the part of the holder thereof, be
canceled and retired and cease to exist, and shall be converted into
the right to receive $38.00 in cash, without interest thereon, for
each such Loral Share upon surrender of the certificate formerly
representing ownership of such Loral Share;
(ii) each Loral Share held in the treasury of Loral or held by
any subsidiary of Loral (other than a Retained Subsidiary), and each
Loral Share held by LMC or any subsidiary of LMC, immediately prior to
the Effective Time shall, by virtue
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of the Merger and without any action on the part of the holder
thereof, be canceled and retired and cease to exist; and
(iii) each Dissenting share shall be converted into the right to
receive such consideration as may be determined to be due in respect
of such Dissenting Share pursuant to the laws of the State of New
York; provided, that any Dissenting Shares outstanding immediately
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prior to the Effective Time and held by a stockholder who shall have
failed to perfect or shall have effectively withdrawn or lost such
holder's right to appraisal and payment under the New York Business
Corporation Law, shall be converted into and become exchangeable for
the right to receive $38.00 in cash, without interest thereon.
SEVENTH: The effective time of the Merger is April 29, 1996 (the
"EFFECTIVE TIME").
EIGHTH: The certificate of incorporation of Loral Corporation
(formerly Loral Electronics Corporation) was filed by the Department of State on
February 24, 1948. The certificate of incorporation of LAC Acquisition
Corporation was filed by the Department of State on December 8, 1995.
NINTH: The Merger Agreement and the Merger were approved by the
Board of Directors of LAC on January 7, 1996.
TENTH: The Merger Agreement and the Merger were approved by LMC,
the sole shareholder of LAC on January 7, 1996.
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IN WITNESS WHEREOF, the undersigned have duly signed and verified this
certificate this 23rd day of April, 1996 under penalty of perjury.
LOCAL CORPORATION
/S/ Frank H. Menaker, Jr.,
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Frank H. Menaker, Jr., Vice President
and General Counsel
/s/ Stephen M. Piper
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Stephen M. Piper, Assistant Secretary
Verification
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State of New York )
) ss:
County of New York )
Stephen M. Piper, being duly sworn, deposes and says that he is the
Assistant Secretary of Loral Corporation, that he has read the foregoing
certificate and knows the contents thereof, and that the statements contained
therein are true.
/s/ Stephen M. Piper
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Stephen M. Piper, Assistant Secretary
Sworn to before me this
23rd day of April 1996
/s/ Susan N. Praeger
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Notary Public
[ADDRESS OF SUSAN N. PRAEGER APPEARS HERE]
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