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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 18, 1996
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-11437 52-1893632
(State of 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
A. Background
On January 7, 1996, Lockheed Martin Corporation (the "Corporation") and its
wholly owned subsidiary LAC Acquisition Corporation ("LAC"), entered into an
Agreement and Plan of Merger (the "Loral Merger Agreement") with Loral
Corporation ("Loral") pursuant to which LAC agreed to commence a tender offer to
purchase all the issued and outstanding shares of Common Stock of Loral
(together with the associated preferred stock purchase rights) for an aggregate
consideration of $38 per share, net to the seller in cash, without interest (the
"Tender Offer"). The Tender Offer was made as part of a series of transactions
that resulted in (i) the distribution, to stockholders of Loral immediately
prior to the consummation of the Tender Offer, of shares of capital stock of
Loral Space & Communications, Ltd., and (ii) the acquisition by the Corporation
of Loral's defense electronics and systems integration businesses. In accordance
with the terms of the Tender Offer and the Loral Merger Agreement, on April 23,
1996, LAC purchased approximately 94.5% of the outstanding shares of Common
Stock of Loral. Subsequent to the consummation of the Tender Officer, on April
29, 1996, in accordance with the terms of the Loral Merger Agreement, LAC merged
with and into Loral and pursuant thereto each remaining share of Common Stock of
Loral not owned by LAC was converted into the right to receive $38, each
outstanding share of Common Stock of LAC was converted into shares of Common
Stock of Loral, and Loral changed its name to Lockheed Martin Tactical Systems,
Inc. ("Tactical Systems"). As a result of these transactions, Tactical Systems
became a wholly owned subsidiary of the Corporation.
The Corporation is filing this Current Report on Form 8-K in order to
provide the consolidated financial statements of Loral Corporation and
Subsidiaries -- Retained Business as of March 31, 1996 and 1995, and for each of
the three years then ended, which are included as Exhibit 99(a) to this Current
Report on Form 8-K. References in Exhibit 99(a) of this Current Report on Form
8-K to Loral Corporation and Subsidiaries -- Retained Business constitute
references to Tactical Systems.
B. Exhibits
Exhibit No. Description
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23 Consent of Coopers & Lybrand L.L.P.
27 Financial Data Schedule
99(a) Audited Consolidated Financial Statements of Loral
Corporation and Subsidiaries -- Retained Business
as of
March 31, 1996 and 1995, and for each of
the three years then ended.
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/ ROBERT E. RULON
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Robert E. Rulon
Vice President and
Controller
18 June 1996
INDEX TO EXHIBITS
Exhibit No. Description
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23 Consent of Coopers & Lybrand L.L.P.
27 Financial Data Schedule
99(a) Audited Consolidated Financial Statements of Loral
Corporation and Subsidiaries -- Retained Business as of
March 31, 1996 and 1995, and for each of the three years
then ended.