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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 3, 1997
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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 (Commission File Number) (IRS Employer
of 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 (the
"Merger Agreement"). A copy of the press release is attached hereto as Exhibit
99 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 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 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,
provided, however, that certificate holders that properly perfect their rights
as provided by the General Corporation Law of the State of Delaware ("DGCL")
shall have the appraisal rights provided by the DGCL.
Prior to its execution, the Merger Agreement was unanimously 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 Lockheed Martin Common
Stock, to the approval of the Merger by the stockholders of Northrop Grumman and
to certain regulatory approvals. It is anticipated that the Merger will be
accounted for using the pooling-of-interests method of accounting, however,
Lockheed Martin is considering other transactions which, if consummated, could
result in the Merger being accounted for as a purchase.
Item 7. Exhibits
Exhibit No. Description
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99 Press Release issued July 3, 1997.
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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
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Stephen M. Piper
Associate General Counsel
and Assistant Secretary
9 July, 1997
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INDEX TO EXHIBITS
Exhibit No. Description
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99 Press Release issued July 3, 1997.
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