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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) - October 31, 1997
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 1-11437 52-1893632
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
6801 ROCKLEDGE DRIVE, BETHESDA, MARYLAND 20817
(Address of principal executive offices) (Zip Code)
(301) 897-6000
(Registrant's telephone number, including area code)
_______________
NOT APPLICABLE
(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 31, 1997, Lockheed Martin Corporation ("Lockheed Martin")
and LMT Sub Inc., a Delaware corporation and a wholly owned subsidiary of
Lockheed Martin ("LMT Sub"), entered into a Contribution and Assumption
Agreement (the "Contribution Agreement"). In addition, on October 31, 1997,
Lockheed Martin and LMT Sub entered into an Exchange Agreement (the "Exchange
Agreement") with General Electric Company, a New York corporation ("GE"), and
certain of its subsidiaries. Lockheed Martin and GE issued a joint press release
announcing that they had entered into the Exchange Agreement a copy of which
press release is attached hereto as Exhibit 99.1 and which press release is
incorporated herein by reference.
The Contribution Agreement provides for the contribution by Lockheed
Martin of substantially all of the assets used or held for use primarily in the
conduct of two of Lockheed Martin's businesses along with a certain number of
shares of common stock of Globalstar Telecommunications Limited ("Globalstar")
and an amount in cash to LMT Sub. Under this arrangement, LMT Sub will assume
certain liabilities associated with the transferred businesses. In addition if
requested by Lockheed Martin after the closing of the contemplated transactions,
LMT Sub has agreed to make a loan or loans to Lockheed Martin pursuant to the
terms and subject to the conditions set forth in the Contribution Agreement.
Simultaneously with the execution of the Contribution Agreement,
Lockheed Martin and LMT Sub entered into the Exchange Agreement with GE and
certain of its subsidiaries pursuant to which, on the terms and subject to the
conditions set forth therein, Lockheed Martin will exchange all of the issued
and outstanding capital stock of LMT Sub for all of the Preferred Stock (or
Common Stock or a combination thereof) of Lockheed Martin owned by GE and
certain of its subsidiaries. The Lockheed Martin Preferred Stock, which is
convertible into Lockheed Martin Common Stock, has a market value of
approximately $2.8 billion as of October 31, 1997. As of the closing of such
exchange, LMT Sub will hold two operating businesses, an equity interest in
Globalstar and an amount in cash necessary to equalize the value of such
exchange. Upon consummation of the transactions contemplated by the Exchange
Agreement, GE and all of its subsidiaries will have divested their entire equity
interest in Lockheed Martin.
The consummation of the transactions contemplated by the Contribution
Agreement and the Exchange Agreement, which are subject to expiration of the
Hart-Scott-Rodino Act waiting period and certain other conditions, would mean
that Lockheed Martin's proposed transaction with Northrop Grumman Corporation
(described in a filing by Lockheed Martin on Form 8-K dated July 3, 1997) will
be accounted for using purchase accounting rather than the pooling of interests
method of accounting.
In addition, under a Standstill Agreement dated April 2, 1993
between Martin Marietta Corporation (a predecessor of Lockheed Martin) and GE
(the "Standstill Agreement"), GE currently has two designees on Lockheed
Martin's Board of Directors. In connection with the Exchange Agreement, at the
Closing, the Standstill Agreement will be terminated and pursuant to a letter
agreement dated October 31, 1997 (the "Letter Agreement") between Lockheed
Martin and GE, GE will, as of the Closing under the Exchange Agreement, subject
to certain conditions, have the right to propose the nomination of one member of
Lockheed Martin's Board of Directors. The foregoing description of certain
terms of the Letter Agreement is qualified in its entirety by reference to the
copy of the Letter Agreement attached hereto as Exhibit 99.2, which Agreement is
incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 -- Press Release of Lockheed Martin Corporation
and General Electric Company dated November 3,
1997
99.2 -- Letter Agreement dated October 31, 1997
between General Electric Company and Lockheed
Martin Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, 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
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Stephen M. Piper
Associate General Counsel
and Assistant Secretary
November 5, 1997
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