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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) September 18, 1998
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 1-11437 52-1893632
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
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
On September 20, 1998, Lockheed Martin Corporation, a Maryland
corporation ("Lockheed Martin"), and Comsat Corporation, a District of Columbia
corporation ("Comsat"), issued a joint press release announcing that they had
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of September 18, 1998, among Lockheed Martin, Comsat and Deneb Corporation, a
Delaware corporation and wholly owned subsidiary of Lockheed Martin
("Acquisition Sub"). A copy of the press release is attached hereto as Exhibit
99 and is incorporated herein by reference.
The Merger Agreement provides that, subject to the terms and
conditions of the Merger Agreement, Lockheed Martin, acting through a wholly-
owned single member Delaware limited liability company, Regulus, LLC ("Offer
Sub"), shall commence (within the meaning of Rule 14d-2 under the Securities
Exchange Act of 1934, as amended) an offer (the "Offer") to purchase for cash up
to the number of shares of Comsat's common stock, without par value, that is
equal to the remainder of (i) 49% of the number of shares of Comsat common stock
outstanding at the close of business on the date of purchase pursuant to the
Offer minus (ii) the number of shares of Comsat common stock then owned of
record by "authorized carriers" (as defined in the Communications Satellite Act
of 1962, as amended), minus (iii) the number of shares of Comsat common stock
with respect to which written demand shall have been made and not withdrawn
under Section 29-373 of the District of Columbia Business Corporation Act
("DCBCA") at a price of $45.50 per share, net to the seller in cash. Closing of
the Offer is subject to the satisfaction or waiver of a number of conditions
which are set forth in the Merger Agreement.
The Merger Agreement also provides, subject to the satisfaction or
waiver of a number of conditions which are set forth in the Merger Agreement
including but not limited to a requirement that the Offer have closed, for the
merger of Acquisition Sub and Comsat. Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein, each share of Comsat
common stock issued and outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) (other than shares of Comsat common stock held
in the treasury of Comsat, held by Offer Sub, held by Lockheed Martin, if any,
and any Dissenting Shares (as defined in the Merger Agreement) will be converted
into the right to receive 0.5 shares of Lockheed Martin common stock, par value
$1.00 per share. No fractional shares will be issued and cash, without interest,
will be paid in lieu thereof. As of the Effective Time, all shares of Comsat
common stock issued and outstanding immediately prior to the Effective Time will
no longer be outstanding and will be automatically canceled and retired and will
cease to exist, and each holder of a certificate or certificates which
immediately prior to the Effective Time represented outstanding shares of Comsat
common stock will cease to have any rights with respect thereto, except the
right upon the surrender of such certificate to (i) receive certificate(s) of
Lockheed Martin common stock representing the number of whole shares of Lockheed
Martin common stock into which such shares of Comsat common stock have been
converted and (ii) any cash, without interest, to be paid in lieu of any
fractional share of Lockheed Martin common stock, provided, however, that
certificate holders that properly perfect their rights as provided by the DCBCA
shall have the appraisal rights provided by the DCBCA.
Prior to its execution, the Merger Agreement was approved by the
respective Boards of Directors of Lockheed Martin and Comsat. The consummation
of the Offer contemplated by the Merger Agreement is subject, among other
things, to the approval of the Merger by the stockholders of Comsat and to
certain regulatory approvals. The consummation of the Merger is also subject
among other things, to certain additional regulatory approvals and to the
enactment of legislation necessary to allow Lockheed Martin to acquire the
balance of the shares of Comsat common stock not acquired in the Offer.
Item 7. Exhibits
Exhibit No. 99 - Press Release issued July 3, 1997.
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
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Stephen M. Piper
Associate General Counsel and
Assistant Secretary
21 September 1998