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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date as of Report (Date of earliest event reported) August 29, 1994
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MARTIN MARIETTA CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 1-11810 51-1801551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6801 Rockledge Drive, Bethesda, Maryland 20817-1877
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 897-6000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On August 29, 1994, Martin Marietta Corporation (the "Registrant") and
Lockheed Corporation ("Lockheed") entered into a definitive Agreement and Plan
of Reorganization among Parent Corporation, Martin Marietta Corporation and
Lockheed Corporation (the "Reorganization Agreement") providing for
transactions that will result in the Registrant and Lockheed becoming separate
subsidiaries of Parent Corporation, a holding company that will be called
Lockheed Martin Corporation ("LMC"). The Reorganization Agreement is subject,
among other things, to regulatory approval and the approval of the Registrant's
and Lockheed's stockholders. Under the Reorganization Agreement each
outstanding share of the Registrant's Common Stock and Series A Preferred Stock
will be converted into a single share of Common Stock and Series A Preferred
Stock, respectively, of LMC; and each outstanding share of Lockheed Common
Stock will be converted into 1.63 shares of LMC Common Stock. A copy of the
Reorganization Agreement is filed herewith as an exhibit. Also filed herewith
as an exhibit is a copy of the definitive Plan and Agreement of Merger, dated
as of August 29, 1994, among Martin Marietta Corporation, Atlantic Sub, Inc.
and Parent Corporation entered into pursuant to the Reorganization Agreement.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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Exhibit 2.1 - Copy of Agreement and Plan of
Reorganization, dated as of August
29, 1994, among Parent Corporation,
Martin Marietta Corporation and
Lockheed Corporation.
Exhibit 2.2 - Copy of Plan and Agreement of
Merger, dated as of August 29, 1994,
among Martin Marietta Corporation,
Atlantic Sub, Inc. and Parent
Corporation.
In accordance with Item 601(b)(2) of Regulation S-K, the
exhibits described in the Table of Contents of Exhibit 2.1
have not been filed. The Registrant hereby agrees to furnish
supplementally copies of such exhibits to the Commission upon
request.
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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.
MARTIN MARIETTA CORPORATION
(Registrant)
Date: September 30, 1994 By: /s/ Stephen M. Piper
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Stephen M. Piper
Assistant General Counsel