Exhibit 1(b)
LOCKHEED MARTIN CORPORATION
LOCKHEED MARTIN TACTICAL SYSTEMS, INC.
PRICING AGREEMENT
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CS First Boston Corporation
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Morgan Stanley & Co. Incorporated
c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
June 21, 1996
Dear Sirs:
Lockheed Martin Corporation, a Maryland corporation (the
"Corporation"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement dated June 21, 1996 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"), which Designated Securities shall be fully and
unconditionally guaranteed by Lockheed Martin Tactical Systems, Inc., a New York
corporation ("the Guarantor"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made at and as of the
date of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 13
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Final Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is now proposed to be filed, or, in the
case of a supplement, proposed to be filed or mailed for filing, with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Corporation agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Corporation, at the
time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, the Corporation and the Guarantor. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Corporation for examination, upon
request.
Very truly yours,
LOCKHEED MARTIN CORPORATION
By:/s/ WALTER E. SKOWRONSKI
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Walter E. Skowronski
Vice President and Treasurer
LOCKHEED MARTIN TACTICAL
SYSTEMS, INC.
By:/s/ WALTER E. SKOWRONSKI
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Walter E. Skowronski
Vice President and Treasurer
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Accepted as of the date hereof:
CS FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
On behalf of itself and each of the
Underwriters
CS FIRST BOSTON CORPORATION
/s/ PETER A. FOWLER
---------------------------
By: Peter A. Fowler
Title: Director
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SCHEDULE I
Principal Amount of Designated Securities
to be Purchased
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6.625% Notes 7.45% Notes 7.70% Notes
Underwriter Due 1998 Due 2004 Due 2008
- ----------- ------------- ------------ ------------
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055 $100,000,000 $110,000,000 $ 90,000,000
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167 100,000,000 110,000,000 90,000,000
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004 100,000,000 110,000,000 90,000,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
250 Vesey Street
New York, New York 10281 100,000,000 110,000,000 90,000,000
Morgan Stanley & Co.
Incorporated
1585 Broadway
New York, New York 10036 100,000,000 110,000,000 90,000,000
------------ ------------ ------------
$500,000,000 $550,000,000 $450,000,000
============ ============ ============
SCHEDULE II
Registration Statement No.: 333-01939
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Title of Designated Securities:
- ------------------------------
6.625% Notes Due 1998 (the "2-Year Notes")
7.45% Notes Due 2004 (the "8-Year Notes")
7.70% Notes Due 2008 (the "12-Year Notes")
Aggregate principal amount:
- ---------------------------
2-Year Notes: 500,000,000
8-Year Notes: 550,000,000
12-Year Notes: 450,000,000
Price to Public:
- ----------------
2-Year Notes: 99.987% of the principal amount,
plus accrued interest from June 15,
1996
8-Year Notes: 99.818% of the principal amount,
plus accrued interest from June 15,
1996
12-Year Notes: 99.972% of the principal amount,
plus accrued interest from June 15,
1996
Purchase Price by Underwriters:
- ------------------------------
2-Year Notes: 99.662% of the principal amount,
plus accrued interest from June 15,
1996
8-Year Notes: 99.193% of the principal amount,
plus accrued interest from June 15,
1996
12-Year Notes: 99.297% of the principal amount,
plus accrued interest from June 15,
1996
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Specified funds for payment of purchase price:
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Immediately available funds
Indenture:
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Indenture, dated as of May 15, 1996, between the Corporation, the Guarantor
and First Trust of Illinois, National Association, as Trustee
Maturity:
- ---------
2-Year Notes: June 15, 1998
8-Year Notes: June 15, 2004
12-Year Notes: June 15, 2008
Interest Rate:
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2-Year Notes: 6.625%
8-Year Notes: 7.45%
12-Year Notes: 7.70%
Interest Payment Dates:
- -----------------------
2-Year Notes: June 15 and December 15, commencing
December 15, 1996
8-Year Notes: June 15 and December 15, commencing
December 15, 1996
12-Year Notes: June 15 and December 15, commencing
December 15, 1996
Redemption Provisions:
- ---------------------
2-Year Notes: No provisions for redemption
8-Year Notes: No provisions for redemption
12-Year Notes: No provisions for redemption
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Sinking Fund Provisions:
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2-Year Notes: No sinking fund provisions
8-Year Notes: No sinking fund provisions
12-Year Notes: No sinking fund provisions
Optional Repayment:
- ------------------
2-Year Notes: None
8-Year Notes: None
12-Year Notes: None
Time of Delivery:
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9:00 a.m., June 26, 1996
Closing Location:
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Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Names and addresses of Underwriters:
- -----------------------------------
Underwriters: CS First Boston Corporation
Bear, Stearns & Co. Inc.
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Morgan Stanley & Co. Incorporated
Address for Notice, etc.: c/o CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
ATTN: The Investment Banking
Department/Transaction
Advisory Group
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