- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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)--JUNE 21, 1996 ---------------- LOCKHEED MARTIN CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 1-11437 52-1893632 (STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION) 6801 ROCKLEDGE DRIVE, BETHESDA, MARYLAND (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 20817 (ZIP CODE) (301) 897-6000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ---------------- NOT APPLICABLE (FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS This Current Report on Form 8-K is being filed in connection with the offer and sale by Lockheed Martin Corporation, a Maryland corporation (the "Corporation"), of $500,000,000 aggregate principal amount of its 6.625% Notes Due 1998, $550,000,000 aggregate principal amount of its 7.45% Notes Due 2001, and $450,000,000 aggregate principal amount of its 7.70% Notes Due 2008, (the "Offered Debt Securities"). The due and punctual payment of the principal and interest on the Offered Debt Securities is fully and unconditionally guaranteed by Lockheed Martin Tactical Systems, Inc., a New York corporation ("Tactical Systems") and wholly owned subsidiary of the Corporation. The Offered Debt Securities and the related guarantees of Tactical Systems are being offered and sold under an existing Registration Statement on Form S-3 (Reg. No. 333-01939) covering up to $5,000,000,000 in Debt Securities of the Corporation and related guarantees of Tactical Systems. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBITS ----------- ----------------------- 1(a) Underwriting Agreement dated June 21, 1996. 1(b) Pricing Agreement dated June 21, 1996. 4(a) Form of 6.625% Note due 1998. 4(b) Form of 7.45% Note due 2004. 4(c) Form of 7.70% Note due 2008. 5(a) Opinion of Miles & Stockbridge, a Professional Corporation. 5(b) Opinion of William J. LaSalle. 1 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/ Stephen M. Piper _____________________________________ Stephen M. Piper Assistant General Counsel June 25, 1996 2 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION PAGE ----------- ----------- ---- 1(a) Underwriting Agreement dated June 21, 1996. 1(b) Pricing Agreement dated June 21, 1996. 4(a) Form of 6.625% Note due 1998. 4(b) Form of 7.45% Note due 2004. 4(c) Form of 7.70% Note due 2008. 5(a) Opinion of Miles & Stockbridge, a Professional Corporation. 5(b) Opinion of William J. LaSalle. 3