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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) - July 2, 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
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 July 3, 1997, Lockheed Martin Corporation, a Maryland corporation
("Lockheed Martin"), and Northrop Grumman Corporation, a Delaware corporation
("Northrop Grumman"), issued a joint press release announcing that they had
entered into an Agreement and Plan of Merger dated as of July 2, 1997. On
September 29, 1997 Lockheed Martin and Northrop Grumman amended the July 2
merger agreement in certain respects. A copy of the merger agreement, as so
amended (the "Merger Agreement"), is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The Merger Agreement, which is among Northrop Grumman, Lockheed
Martin and Hurricane Sub, Inc. ("Lockheed Martin Merger Sub"), a Delaware
corporation and wholly-owned subsidiary of Lockheed Martin, provides for the
merger (the "Merger") of Lockheed Martin Merger Sub with and into Northrop
Grumman, with Northrop Grumman surviving as a wholly-owned subsidiary of
Lockheed Martin. Pursuant to the Merger Agreement, each share of common stock,
par value $1.00 per share of Northrop Grumman ("Northrop Grumman Common Stock")
outstanding immediately prior to the Effective Time (as defined in the Merger
Agreement) of the Merger (other than shares held in Northrop Grumman's treasury)
will be converted into the right to receive 1.1923 shares of Lockheed Martin
common stock, par value $1.00 per share ("Lockheed Martin Common Stock"). No
fractional shares will be issued and cash, without interest, will be paid in
lieu thereof. As of the Effective Time, all shares of Northrop Grumman 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
Northrop Grumman Common Stock will cease to have any rights with respect
thereto, except the right upon surrender of such certificate to (i) receive
certificate(s) representing the number of whole shares of Lockheed Martin Common
Stock into which such shares of Northrop Grumman 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.
The Merger Agreement has been approved by the respective Boards of
Directors of Lockheed Martin and Northrop Grumman. The consummation of the
Merger is subject, among other things, to the approval by the stockholders of
Lockheed Martin of the issuance of the additional Lockheed Martin Common Stock
to be issued, to the approval of the Merger by the stockholders of Northrop
Grumman, and to certain regulatory approvals, and is expected to be completed in
the first quarter of 1998. The Merger will be accounted for using the purchase
method of accounting.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 -- Agreement and Plan of Merger, dated as of July 2,
1997, by and among Lockheed Martin Corporation,
Hurricane Sub, Inc. and Northrop Grumman
Corporation, as amended as of September 29, 1997.
(Pursuant to Item 601(b)(2) of Regulation S-K,
the schedules thereto have been omitted but will
be furnished supplementally to the Commission
upon request.)
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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 21, 1997
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