View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 12)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
LORAL CORPORATION
(Name of Subject Company)
LOCKHEED MARTIN CORPORATION
LAC ACQUISITION CORPORATION
(Bidders)
Common Stock, par value $0.25 per share
(Title of Class of Securities)
543859 10 2
(CUSIP number of Class of Securities)
Frank H. Menaker, Jr., Esq.
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement)
With a copy to:
Peter Allan Atkins, Esq.
Lou R. Kling, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
This Amendment No. 12 amends and supplements the
Tender Offer Statement on Schedule 14D-1 (as may be
amended from time to time, the "Schedule 14D-1") of LAC
Acquisition Corporation, a New York corporation (the
"Purchaser") and a wholly-owned subsidiary of Lockheed
Martin Corporation, a Maryland corporation ("Lockheed
Martin"), filed on January 12, 1996 with the Securities
and Exchange Commission (the "Commission") in respect of
the tender offer (the "Offer") by the Purchaser for all
of the outstanding shares of Common Stock, par value
$0.25 per share, of Loral Corporation (the "Company" or
"Loral"). The Offer is being made pursuant to an
Agreement and Plan of Merger dated as of January 7, 1995
by and among the Company, Purchaser and Lockheed Martin.
All capitalized terms set forth herein which are not
otherwise defined herein shall have the same meanings as
ascribed thereto in the Offer to Purchase, dated January
12, 1996 (which is attached as Exhibit (a)(9) to the
Schedule 14D-1 (the "Offer to Purchase")). In connection
with the foregoing, the Purchaser and Lockheed Martin are
hereby amending and supplementing the Schedule 14D-1 as
follows:
Item 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER
Items 5(a) and 5(e) are hereby amended and
supplemented as set forth in Item 6 below.
Item 5(c) is hereby amended and supplemented by
the addition of the following paragraphs thereto:
"Directors of Loral. The Company, by
resolution of the Executive Committee of the Board
of Directors of the Company adopted on April 22,
1996, effective as of the consummation of the Offer,
(1) accepted the resignations as directors of the
Company of Messrs. Howard Gittis, Charles Lazarus,
Malvin A. Ruderman, E. Donald Shapiro, Allen M.
Shinn, Arthur L. Simon, Thomas J. Stanton, Jr. and
Daniel Yankelovich; (2) elected Marcus C. Bennett,
Vance D. Coffman, John F. Egan, John E. Montague,
Frank H. Menaker, Jr., Lillian Trippett, Robert B.
Corlett and Walter E. Skowronski to fill the
vacancies resulting from the above stated
resignations; and (3) designated that the members of
the Executive Committee of the Board of Directors of
the Company (the "New Executive Committee") will
consist of Marcus C. Bennett, Vance D. Coffman,
Frank C. Lanza and Frank H. Menaker, Jr."
"Officers of Loral. Effective as of the
consummation of the Offer, the following persons
resigned as officers and employees of the Company:
Bernard L. Schwartz, Michael B. Targoff, Michael P.
DeBlasio, Nicholas C. Moren, Eric J. Zahler, Lisa
Stein McMeekin, Joseph L. Veno. By resolution of
the New Executive Committee of the Board of
Directors of the Company, effective April 23, 1996,
the following persons were elected to the offices
set forth opposite their respective names.
Norman R. Augustine - Chief Executive Officer
Frank C. Lanza - President and Chief
Operating Officer
Marcus C. Bennett - Senior Vice President
and Chief Financial
Officer
Frank H. Menaker, Jr. - Vice President and General
Counsel
Lillian M. Trippett - Secretary
Stephen M. Piper - Vice President and
Assistant Secretary
Robert E. Rulon - Vice President and
Controller
Walter E. Skowronski - Vice President and
Treasurer
Janet L. McGregor - Vice President and
Assistant Treasurer
Marcus B. Ide III - Assistant Treasurer
Peter C. Reynolds - Assistant Treasurer
John E. Montague - Vice President"
Item 6. INTEREST IN THE SECURITIES OF THE SUBJECT
COMPANY
Item 6 is hereby amended and supplemented by
the addition of the following paragraphs thereto:
"Offer Expires. The Offer expired at Midnight,
New York City time, on April 22, 1996. Based on
information provided by the Depositary, a total of
approximately 167,769,814 Shares (or approximately
95.24%) were validly tendered and not withdrawn
pursuant to the Offer, including approximately
14,978,017 Shares tendered pursuant to notices of
guaranteed delivery. The Purchaser has accepted for
payment all such Shares at a purchase price of
$38.00 per Share in cash.
Pursuant to the Agreement and Plan of Merger
dated as of January 7, 1996 (the "Merger
Agreement"), Lockheed Martin intends to effect a
merger of the Purchaser with and into the Company
(the "Merger") pursuant to Section 905 of the New
York Business Corporation Law (the "NYBCL") as soon
as practicable. Under the Merger Agreement, each
Share outstanding immediately prior to the Effective
Time will be converted solely into the right to
receive the merger consideration of $38.00 per Share
in cash. Prior to the expiration of the Offer, the
Company completed the Distribution to its
shareholders of record on April 22, 1996 of common
stock of Loral Space & Communications Ltd. ("Loral
SpaceCom") which held substantially all of the
Company's space and satellite telecommunications
interests."
Item 10. ADDITIONAL INFORMATION.
Item 10(e) is hereby amended and supplemented
by the addition of the following paragraph thereto:
"Goltz Lawsuit. Plaintiffs in the Goltz New
York Action have sought to amend their Class Action
Complaint (the "Amended Complaint") in the Supreme
Court of the State of New York, County of New York.
The allegations made and the relief sought in the
Amended Complaint are substantially similar to the
original complaint filed in the Goltz New York
Action and the complaint filed in the Piven Lawsuit.
However, the Amended Complaint also seeks to add,
among other things, allegations that the disclosures
made in Loral's Schedule 14D-9 filed on January 16,
1996, as amended, were inadequate. Lockheed Martin
believes that the Goltz New York Action is without
merit and intends to defend vigorously such action.
The above summary of the Amended Complaint in the
Goltz New York Action does not purport to be
complete and is qualified in its entirety by
reference to the full text of the Amended Complaint,
which is attached hereto and filed as Exhibit
(c)(21) to the Schedule 14D-1 and which is hereby
incorporated herein by reference."
Item 10(f) is hereby amended and supplemented
by incorporating by reference therein the two press
releases issued by Lockheed Martin on April 23, 1996,
copies of which are attached hereto and filed as Exhibits
(a)(17) and (a)(18) to the Schedule 14D-1.
Item 11. Material to be Filed as Exhibits
Item 11 is hereby amended and supplemented by
the addition of the following exhibits thereto:
Exhibit (a)(17) Form of press release issued by
Lockheed Martin on April 23, 1996
Exhibit (a)(18) Form of press release issued by
Lockheed Martin on April 23, 1996
Exhibit (c)(21) Amended Class Action Complaint in an
action filed in the Supreme Court of
the State of New York, in the County
of New York, entitled Arthur Goltz
and Murray Zucker v. Loral
Corporation, Bernard L. Schwartz,
Frank C. Lanza, Howard Gittis, Robert
B. Hodes, Gershon Kekst, Charles
Lazarus, Malvin A. Ruderman, Donald
E. Shapiro, Allen M. Shinn, Thomas J.
Stanton, Jr., Daniel Yankelovich,
Arthur L. Simon, Michael P. DeBlasio,
Robert V. LaPenta, Michael B. Targoff
and Lockheed Martin Company, Index
Number 96/104479
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
LAC ACQUISITION CORPORATION
By:/s/ STEPHEN M. PIPER
Name: Stephen M. Piper
Title: Assistant Secretary
Dated: April 23, 1996
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
LOCKHEED MARTIN CORPORATION
By:/s/ STEPHEN M. PIPER
Name: Stephen M. Piper
Title: Assistant Secretary
Dated: April 23, 1996
EXHIBIT INDEX
Exhibit No. Description
Exhibit (a)(17) Form of press release issued by Lockheed Martin
on April 23, 1996
Exhibit (a)(18) Form of press release issued by Lockheed Martin
on April 23, 1996
Exhibit (c)(21) Amended Class Action Complaint in an action
filed in the Supreme Court of the State of New
York, in the County of New York, entitled
Arthur Goltz and Murray Zucker v. Loral
Corporation, Bernard L. Schwartz, Frank C.
Lanza, Howard Gittis, Robert B. Hodes, Gershon
Kekst, Charles Lazarus, Malvin A. Ruderman,
Donald E. Shapiro, Allen M. Shinn, Thomas J.
Stanton, Jr., Daniel Yankelovich, Arthur L.
Simon, Michael P. DeBlasio, Robert V. LaPenta,
Michael B. Targoff and Lockheed Martin Company,
Index Number 96/104479
[LOCKHEED MARTIN LOGO]
INFORMATION
FOR IMMEDIATE RELEASE
LOCKHEED MARTIN COMPLETES
TENDER OFFER FOR LORAL
BETHESDA, Maryland, April 23 -- Lockheed Martin (NYSE:LMT)
today completed its tender offer for Loral Corporation's
defense electronics and systems integration businesses,
creating a new multi-faceted, advanced-technology company
with annualized sales of approximately $30 billion, a backlog
of approximately $47 billion, and more than 190,000
employees.
The series of transactions, announced in January, also
includes a $344-million investment by Lockheed Martin for a
20-percent equity position in the newly formed Loral Space &
Communications (NYSE:LSP), which was spun off by Loral
immediately prior to consummation of the tender offer.
Completion of the tender offer follows an antitrust review by
the Federal Trade Commission, as the result of which the FTC,
pursuant to a consent order signed by Lockheed Martin,
approved the transaction.
Generally, the consent order eliminates an organizational
conflict of interest that was of concern to the Federal
Aviation Administration, protects proprietary information
provided to Lockheed Martin by military aircraft
manufacturers, and requires setting a governance standard for
the Corporation's board of directors so that there is no
exchange of certain non-public information between Lockheed
Martin and Loral Space & Communications. The FTC's
acceptance of the consent order becomes final following a 60-
day public comment period.
"This combination provides excellent strategic balance to
Lockheed Martin's core businesses and further positions the
Corporation to benefit from future opportunities inherent in
bringing together the technologies, resources and talents of
two highly successful companies," said Norman R. Augustine,
Lockheed Martin's president and chief executive offer.
"With leadership positions across all business sectors, we
now move forward with increased global competitiveness that
will achieve savings to our customers and new opportunities
for top-line growth. We also intend to continue serving as a
competitive buyer and provider of cost-effective components
and systems that deliver both technological advantages and
best value to our customers. It is my hope that others in
our industry will take a similar position," said Augustine.
Augustine pointed out that the new enterprise is expected to
generate an average of $1.5 billion to $2.0 billion annual
free cash flow, which the Corporation expects to use to
reduce debt levels, invest in growth opportunities and
continue to provide above-average shareholder returns. To
accelerate debt retirement, the Corporation also has created
a special task force to examine and effect divestiture of
non-core businesses, non-market leaders and surplus real
estate.
The former Loral business units initially will form a sixth
Lockheed Martin business sector -- Tactical System --
complementing the Corporation's existing Aeronautics,
Electronics, Energy & Environment, Information & Technology
Services and Space & Strategic Missiles sectors. The
Corporation will develop a consolidation plan to determine
how to best integrate the former Loral units and those of
Lockheed Martin as soon as possible.
"Creating the Tactical Systems Sector is designed to ensure
there is no disruption of customer programs during the
transition phase," explained Augustine.
Lockheed Martin also is forming an Office of the Chairman to
address key strategic issues with Daniel M. Tellep, chairman
of the Lockheed Martin board of directors; Norman R.
Augustine, president and CEO of Lockheed Martin and a vice
chairman of the Corporation's board of directors; and Bernard
L. Schwartz, formerly chairman and CEO of Loral, who will
become a vice chairman of the Lockheed Martin board.
Schwartz has indicted he will make a personal investment of
approximately $10 million in Lockheed Martin common stock.
Schwartz will now become chairman and CEO of the new Loral
Space & Communications.
Two executive vice presidents and chief operating officers
will report to Augustine. Vance D. Coffman will have overall
responsibility for the Aeronautics, Energy & Environment and
Space & Strategic Missiles businesses. Frank C. Lanza
formerly Loral's president and chief operating officer, will
have overall responsibility for the Electronics, Information
& Technology Services and new Tactical Systems businesses,
and also will serve as president of Tactical Systems during
the transition period. Lanza will join Lockheed Martin's
board of directors.
"Common to this Lockheed Martin leadership team is dedication
to enhancing shareholder value, maximizing opportunities for
employees, reducing costs for our customers and delivering on
our commitment to 100 percent Mission Success," said
Augustine. "We welcome the men and women of Loral and are
confident we will benefit from additional growth in business
opportunities both in the U.S. and abroad through
technological and market synergies that will flow from this
strategic combination."
###
0423/2396
CONTACT: Charles Manor, Lockheed Martin News & Information,
301/897-6258
Lockheed Martin news releases also are available through PR
Newswire's Company News On-Call fax service and on PRN's Web
site. For a menu of Lockheed Martin news releases or to
retrieve a particular release, phone 1-800-758-5804, ext.
534163. The Internet address is http:/www.prnewswire.com.
[LOCKHEED MARTIN LOGO]
INFORMATION
FOR IMMEDIATE RELEASE
TENDER OFFER COMPLETED
BETHESDA, Maryland, April 23 -- Lockheed Martin Corporation
(NYSE:LMT) today announced that in concluding its tender
offer for the common stock of Loral Corporation approximately
167,769,814 shares were tendered and accepted. Approximately
176,162,588 shares had been outstanding. Approximately
8,392,774 shares of Loral common stock remain outstanding.
###
0423/23/96
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
- - - - - - - - - - - - - - - - - - - -x
ARTHUR GOLTZ and MURRAY ZUCKER, on
behalf of themselves and all others :
similarly situated,
: Index No. 96/104479
Plaintiffs,
: CLASS ACTION
-against-
: AMENDED CLASS ACTION
LORAL CORPORATION, BERNARD L. COMPLAINT
SCHWARTZ, FRANK C. LANZA, HOWARD :
GITTIS, ROBERT B. HODES, GERSHON
KEKST, CHARLES LAZARUS, MALVIN A. :
RUDERMAN, DONALD E. SHAPIRO, ALLEN
M. SHINN, THOMAS J. STANTON, JR., :
DANIEL YANKELOVICH, ARTHUR L. SIMON,
MICHAEL P. DEBLASIO, ROBERT V. :
LAPENTA, MICHAEL B. TARGOFF and
LOCKHEED MARTIN COMPANY, :
Defendants. :
- - - - - - - - - - - - - - - - - - - -x
Plaintiffs, by their attorneys, for their Amended Consoli-
dated Class Action Complaint, allege upon information and belief
(said information and belief being based, in part, upon the
investigation conducted by and through counsel), except with
respect to their respective ownership of Loral Corporation
common stock and their suitability to serve as class representatives
which are alleged upon personal knowledge, as follows:
NATURE OF THE ACTION
1. Plaintiffs bring this action on behalf of themselves
and the other public stockholders of Loral Corporation ("Loral" or
the "Company") who are being deprived by defendants' wrongful
conduct of the opportunity to maximize the value of their common
stock. As described below, Loral's directors have taken steps
to effectuate a sale of the Company and transfer ownership and
control of Loral to defendant Lockheed Martin Corporation
("Lockheed") at a grossly inadequate and unfair price. Defen-
dants also failed to consider offers made by other companies to
acquire Loral, as well as took other corporate action to make
purchase of Loral economically unfeasible for any other
potential acquiror, as described more fully below.
2. On January 8, 1996, it was disclosed that Loral and
Lockheed reached an agreement or merger whereby shareholders of
Loral would receive cash of $38 and stock in a new smaller
company valued at approximately $7.50 in exchange for each Loral
share (the "Transaction"). The Transaction has been nominally
valued at approximately $9.1 billion.
3. The determination by Loral's directors to sell the
Company imposes upon them fundamental fiduciary duties to seek
the best possible transaction for the shareholders through
implementation of bidding mechanisms or the exploration of
strategic alternatives designed to assure maximization of shareholder
value. Loral's directors have breached and are continuing to
breach those fiduciary duties owed to the Company's sharehold-
ers in that, among other things, they failed to implement the
auction or bidding mechanisms or market check procedures neces-
sary to assure that the shareholders receive the greatest possi-
ble value in connection with the contemplated transaction.
Loral's directors are instead accepting an offer for the Company
which protects their own interests, to the detriment of Loral's
shareholders, who can be expected to receive substantially less
than the true value of their Loral equity interests and who will
be prevented from fully profiting from Loral's future growth and
earnings. The conduct by Loral's directors constitutes an
unlawful scheme and attempt to entrench themselves in positions
of control at the expense of the Company's shareholders, as well
as a breach of their general fiduciary duties to maximize share-
holder value. Defendant Lockheed acted and is acting with
knowledge that the other defendants are in breach of their
fiduciary duties to Loral's shareholders.
4. Permanent injunctive relief and other equitable reme-
dies, inter alia, are sought to protect Loral's shareholders
from the immediately threatened divestiture of their equity invest-
ments in the Company under circumstances representing a gross
deviation from the enhanced fiduciary responsibilities imposed
by law in connection with the sale or break-up of the Company or
any other fundamental change in corporate control.
JURISDICTION AND VENUE
5. Loral is incorporated in the State of New York and
maintains its headquarters and conducts significant business in
New York, New York. Loral's Board of Directors meets regularly
in this state. The challenged transaction was conceived here
via a series of meetings at Loral's headquarters in New York, New
York. Many of Loral's shareholders reside in New York.
6. All defendants have, and at all relevant time had,
substantial and ongoing contact with New York and/or reside in
New York sufficient to justify the exercise of jurisdiction over
them.
PARTIES
7. Plaintiff Murray Zucker is, and has been during all
relevant times, the owner of shares of common stock of defendant
Loral.
8. Plaintiff Arthur Goltz is, and has been during all
relevant times, the owner of 3184 shares of common stock of
defendant Loral.
9. Defendant Loral is a corporation organized and existing
under and by virtue of the laws of the State of New York.
Defendant Loral maintains its principal offices at 600 Third
Avenue, New York, New York. Loral's principal business areas
are electronic combat; training and simulation; tactical weapons;
command, control, communications and intelligence; systems inte-
gration; and telecommunications and space systems. The Company
considers its primary business segment to be government electron-
ic systems. Loral stock trades over the New York Stock Exchange
under ticker symbol "LOR."
10. Defendant Bernard L. Schwartz ("Schwartz") is, and was
at all relevant times, the Chairman of the Board and Chief Execu-
tive Officer of defendant Loral. Schwartz has served as a Direc-
tor of the Company since 1972. For fiscal year 1995 Schwartz
received cash compensation in the form of salary and bonus of
approximately $6.33 million. As holder of 2% of Loral's stock,
Schwartz stands to make a personal profit from the Transaction
of almost $70 million, as calculated by Bloomberg Business News.
If the Transaction is allowed to go forward, Schwartz will
become vice chairman of defendant Lockheed's board of directors and
become chairman and chief executive of Loral Space, a new
company consisting of the remnants of Loral not being sold to
defendant Lockheed. Moreover, it has been reported that defendant
Lockheed plans to amend its bylaws to modify the eligibility
requirements for directors to allow Schwartz to continue to serve
as a director through 2001. Schwartz is presently 70 years old.
Schwartz has been quoted as saying about the Transaction that he
felt a "great satisfaction."
11. Defendant Frank C. Lanza ("Lanza") is President, Chief
Operating Officer and a Director of defendant Loral. Lanza has
served as a Director of the Company since 1981. For fiscal year
1995 Lanza received cash compensation in the form of salary and
bonus of over $3.2 million. If the Transaction is allowed to go
forward, Lanza will become Executive Vice President and Co-Chief
Operating officer of defendant Lockheed.
12. Defendant Howard Gittis ("Gittis") is and has been
since 1990 a Director of defendant Loral.
13. Defendant Robert B. Hodes ("Hodes") is and has been
since 1959 a director of defendant Loral. Hodes is partner and
co-chairman of Willkie Farr & Gallagher, general counsel for the
Company and one of the law firms representing defendants in this
action.
14. Defendant Gershon Kekst ("Kekst") is and has been
since 1972 a Director of defendant Loral.
15. Defendant Charles Lazarus ("Lazarus") is and has been
since 1994 a Director of defendant Loral.
16. Defendant Malvin A. Ruderman ("Ruderman") is and has
been since 1975 a Director of defendant Loral.
17. Defendant Donald E. Shapiro ("Shapiro") is and has
been since 1973 a Director of defendant Loral.
18. Defendant Allen M. Shinn ("Shinn") is and has been
since 1973 a Director of defendant Loral.
19. Defendant Thomas J. Stanton, Jr. ("Stanton") is and
has been since 1988 a Director of defendant Loral.
20. Defendant Daniel Yankelovich ("Yankelovich") is and
has been since 1982 a Director of defendant Loral.
21. Defendant Arthur L. Simon ("Simon") is and has been
since mid-1995 a Director of defendant Loral. simon is a
partner in Coopers & Lybrand L.L.P., Loral's independent auditor.
22. Defendant Michael P. Deblasio is, and was during all
relevant times, Senior Vice President -- Finance for defendant
Loral.
23. Defendant Robert V. LaPenta is and was during all
relevant times, Senior Vice President & controller for defendant
Loral.
24. Defendant Michael B. Targoff is and was during all
relevant times Senior Vice President & Secretary for defendant
Loral. Defendant Targoff has also been General Counsel for
defendant Loral and signed the Company's 1995 10-K as Loral's
attorney in fact.
25. The foregoing individuals, collectively referred to as
the "Individual Defendants," as directors and/or officers of
defendant Loral, owe fiduciary obligations of fidelity, trust,
loyalty and due care to Loral and its shareholders and owners.
Accordingly, said defendants were, and are, required to use
their utmost ability to control and manage the Company in furtherance
of the best interest of the Company's stockholders and owners.
In addition, each of the Individual Defendants owes Loral share-
holders the fiduciary duty to exercise due care and diligence,
as well as the highest obligations of good faith and fair dealing.
Furthermore, each of the Individual Defendants owes to the
Company and its stockholders the fiduciary duty to assure that
all reasonable offers or overtures to purchase the Company are
conveyed to the full board of directors, to entertain,
encourage, evaluate and pursue any bona fide offers or expressions of
interest to purchase the Company's outstanding stock or other merger
transactions in a manner that will maximize shareholder value.
Under the terms of the Transaction agreed to by the Individual
Defendants, executives, managers and other at Loral (including
some or all of the Individual Defendants) could receive as much
as $40 million in extra payments, including an $18 million bonus
for defendant Schwartz. The payments are reportedly required by
Loral's internal provisions governing any change in control of
the Company. Additionally, Loral's directors, nominees and
executive officers as a group own 3.4% of the Company's stock.
26. Defendant Lockheed is a corporation organized and
existing under and by virtue of the laws of the State of Mary-
land. Defendant Lockheed maintains its principal offices at
6801 Rockledge Drive, Bethesda, Maryland. Lockheed is a holding
company with subsidiaries which research, develop and produce
aerospace products, systems and services; design, manufacture
and integrate advanced technology products and services for the
U.S. Government and private industry; produce construction
aggregates and specialty chemical products; and manage certain
facilities for the Department of Energy. Lockheed also manufactures
satellites and will directly compete with Loral space in the
satellite industry, a source of concern for regulators.
CLASS ACTION ALLEGATIONS
27. Plaintiffs bring this action on their own behalf and
as a class action, pursuant to Section 901 of the CPLR, on behalf
of all shareholders of Loral (except defendants herein and any
person, firm, trust, corporation or other entity related to or
affiliated with any of the defendants) or their successors in
interest, who have been or will be adversely affected by the
conduct of defendants alleged herein.
28. This action is properly maintainable as a class action
for the following reasons:
(a) The class of shareholders for whose benefit this
action is brought is so numerous that joinder of all class
members is impracticable. As of October 31, 1995, there were
over 172 million shares of defendant Loral's common stock out-
standing owned by 4,500 shareholders of record scattered through-
out the United States and foreign countries.
(b) There are questions of law and fact which are
common to members of the class and which predominate over any
questions affecting any individual members. The common
questions include, inter alia, the following:
i. Whether the Individual Defendants engaged in a
plan and scheme to enrich and/or entrench themselves at the expense
of Loral's public shareholders;
ii. Whether the Individual Defendants breached fidu-
ciary duties owed by them to plaintiffs and members of the
Class, and/or aided and abetted in such breach, by virtue of their
participation and/or acquiescence and by their other conduct
complained of herein;
iii. Whether the Individual Defendants failed to
fully disclose the true value of defendant Loral's assets and earning
power and the future financial benefits which they expect to
derive from the takeover by defendant Lockheed;
iv. Whether the Individual Defendants wrongfully
failed and refused to seek a purchaser of Loral at the highest
possible price and instead, sought to chill potential offers and
acquire the valuable assets of defendant Loral for defendant
Lockheed at an unfair and inadequate price;
v. Whether defendant Lockheed induced, aided or
abetted breaches of fiduciary duty by the Individual Defendants;
vi. Whether plaintiffs and other members of the Class
will be irreparably damaged by the conduct and transactions
complained of herein;
vii. Whether defendants breached or aided and abetted
the breach of the fiduciary and other common law duties owed by
them to plaintiffs and other members of the Class; and
viii. Whether defendants are pursuing a scheme and
course of business designed to eliminate the public shareholders
of defendant Loral in violation of the laws of the State of New
York.
29. Plaintiffs are committed to prosecuting this action
and have retained competent counsel experience in litigation of
this nature. The claims of plaintiffs are typical of the claims of
the other members of the Class and plaintiffs have the same
interest as the other members of the Class. Accordingly, plain-
tiffs are adequate representatives of the Class and will fairly
and adequately protect the interests of the Class.
30. Plaintiffs anticipate no difficulty in the management
of this litigation.
31. For the reasons stated herein, a class action is
superior to other available methods for the fair and efficient
adjudication of this action.
SUBSTANTIVE ALLEGATIONS
Loral's Historical Growth
32. Defendant Schwartz joined Loral in 1971 when the
Company was just a small subcontractor on the F-15 fighter. In
1972 Schwartz paid $7.5 million to acquire a controlling
interest in Loral. For the next 23 years Loral saw dizzying growth as
its annual sales have increased, on average, 26% each year to $6
billion. Schwartz accomplished this growth through a bold
acquisition strategy and turned the once struggling Company into
a behemoth in the defense industry.
33. Within the past 10 years, Loral has spent more than $4
billion to acquire assets from companies like Unisys, IBM, LTV,
Ford Motor, Fairchild Weston, Honeywell and Goodyear. Analysts
in the defense industry attribute Loral's growth and profitabili-
ty to Schwartz's business savvy and autocratic management style.
34. The Company stated in its 1995 10-K that while
declines in the United States defense budget since the mid-1980's have
resulted in program delays, cancellations and scope reductions
for defense contracts generally, Loral is particularly well
positioned to benefit in a higher proportion of defense dollars
being dedicated to upgrading existing systems, and to Loral's
existing presence in diverse, aging products: "management be-
lieves Loral's program base is better suited for the current
defense spending environment than other contractors with signifi-
cant dependence on new program starts or a less diverse program
base."
Loral Agrees To Merge With Lockheed
35. On January 8, 1996, it was announced that after years
of buying out other companies, Loral was the target of a buyout
whereby defendant Lockheed would acquire Loral's defense elec-
tronics and systems integration businesses for approximately
$9.1 billion. The Transaction essentially has three elements:
first, each shareholder of Loral will receive $38 cash per share
through a tender offer commenced on January 12, 1996 to buy out
the shareholders' interest in all of Loral's core, non-space
divisions; second, Loral shareholders will receive, for each Loral
share, one share of a newly-formed public company, to be called
Loral Space and Communication Corp. ("Loral Space"), comprised
solely of Loral's satellite and telecommunications business; and
third, Lockheed will invest $344 million for a 20% equity posi-
tion in Loral Space. Defendant Schwartz is slated to be Chief
Executive Officer of Loral Space, and is eager to begin his new
position as evidence by his comment, "I'll be master of my own
destiny as Chairman of Loral Space."
36. The members of the Loral Board of Directors possessed
conflicts of interest which should have prevented them from
voting on the buy-out. Two of Loral's Board members, defendants
Schwartz and Lanza, discussed employment terms with Lockheed
Martin and will enjoy top positions in Lockheed Martin after the
merger. Nevertheless, the Board determined that it was not
necessary to appoint a committee of independent directors or an
unaffiliated representative to act on behalf of the shareholders
of the company for the purposes of negotiating the terms of the
Transaction.
37. Additionally, on January 12, 1996 The Orlando Sentinel
reported that: "Loral's action Thursday came in the wake of
speculation that another aerospace giant - McDonnell Douglas
Corp. of St. Louis - may be considering a counter-offer for
Loral."
38. On January 16, 1996, the Reuter Business Report also
reported that several Wall Street sources speculated McDonnell
Douglas might seek to top defendant Lockheed's $9.1 billion pact
to buy Loral's defense electronics unit, but that other sources
speculated the $175 million termination fees would render such a
transaction too expensive.
The Change of Control Premium Is Inadequate
39. The Transaction, though, as explained below, while
excessively beneficial to Schwartz and the other members of the
Board, provides little premium to the shareholders of the Compa-
ny. The $38 cash offer is simply an inadequate price to accept
for the valuable assets of Loral. On January 5, 1996, the last
business day before the announcement of the merger, Loral stock
closed at $36-1/4 per share. Therefore the $38 per share offer by
itself affords no premium.
40. Defendants have represented, however, that the Loral
Space spin-off adds value to the Transaction, and thus provides
a premium for Loral shareholders. According to a January 8,
1996, press release from Loral and Lockheed, Loral Space has an
"effective price" of $7.50 per share, creating a combined transaction
of $45.50 per share. Still, even accepting defendants' valua-
tion, this affords Loral shareholders a premium of only 25%.
41. Also, defendants' valuation of Loral Space is suspect.
Defendants do not explain how they derive a $7.50 valuation for
Loral Space based on the assets to be received by Loral Space in
the Spin-off. As reported by The Los Angeles Times on January
8, 1996, the value of Loral Space stock can only be "estimated" at
this time because its business has been "untested." Similarly,
according to a January 15, 1996 Barron's article, "an initial
drag on earning will be Loral's 31% interest in Globalstar,"
which is not even scheduled to begin operation until late 1998.
42. The Transaction price also fails to account for
Loral's recently reported third quarter financial results. On January
25, 1996, Loral announced record earnings of $92 million for the
third quarter ended December 31, 1995, a 29% increase in net
income. Defendant Schwartz proclaimed that "Loral had another
terrific quarter, marking the 95th consecutive quarter of im-
proved earnings."
43. Further demonstrating the Company's solid future
prospects, on January 23, 1996, Loral announced that it won a
$110 million five-year contract to help upgrade the Cheyenne
Mountain missile defense complex in Colorado Springs. On Febru-
ary 7, 1996, Loral announced that its Loral Federal Systems --
Owego division received a $276.5 million contract from the Army
to integrate electronic warfare equipment on helicopters and
other vehicles. And on February 24, 1996, Loral announced that
the Army awarded a $1.2 million contract to Loral Test & Informa-
tion Systems. Additionally, on March 19, 1996, Loral announced
it was awarded a $40 million contract with the U.S. Postal
Service to provide parcel-sorting systems. An Army contract
with Loral Vought worth $23 million to develop prototype rocket
systems was announced March 21, 1996. A contract between
Dicomed, Inc. and Loral Fairchild Imaging Sensor valued at $27
million was announced April 3, 1996. On April 4, 1996, it was
announced that Loral Federal Systems won one of the largest
contracts ever awarded by Army Simulation, Training and Instru-
mentation Command, valued at $113.5 million.
44. The $38.00 per share cash price tendered under the
Transaction takes none of the foregoing into consideration since
almost all of Loral's recent success and growth will be going to
Lockheed which is paying only $38.00 per share for Loral's
nonspace operations.
Defendants Fail To Shop The Company
45. Schwartz and the other Loral Board members agreed to
accept Lockheed's offer in derogation of their fiduciary duties
because the Transaction enables them to maintain their positions
of power, prestige and profits and to reap handsome rewards as a
result of the Transaction. In fact, defendants went directly to
Lockheed and offered to sell Loral on the condition that
Lockheed provide continuing employment to the Loral Board.
46. Loral's Schedule 14D-9 Solicitation/Recommendation
Statement filed with the SEC on January 16, 1996 (the "January
16 14D-9"), reveals that defendants, in violation of their
fiduciary duties, did not expose the Company to the marketplace
in order to solicit the best possible offer for Loral's
shareholders but, rather, negotiated only with defendant
Lockheed to the exclusion of other potential suitors. Thus, the
reason that the Transaction has been championed by the Loral
Board is that it was structured at defendant Schwartz'
initiation.
47. According to the January 16 14D-9, defendant Schwartz
approached Lockheed's financial advisor, Bear Stearns, on July
31, 1995 and informed them that he and Loral were interested in
a transaction with Lockheed. On September 14, 1995, Schwartz and
Norman R. Augustine, Lockheed's President and Chief Executive
Officer, first broached the subject of a possible merger.
Discussions between the two companies began in earnest in
October 1995. Negotiations moved swiftly, and by December 4, 1995,
Loral and Lockheed entered into a Confidentiality and Standstill
Agreement which, among other things, restricted Loral's ability
to discuss a possible strategic combination with third parties.
48. On December 7, 1995 Schwartz informed the Board of the
ongoing negotiations with Lockheed. The Board immediately
authorized a Shareholders Rights Agreement (the "Rights Agree-
ment") to further deter third parties from making offers for
Loral. The Rights Agreement provides, in effect, that in the
event a third party attempts to acquire Loral, shareholders of
Loral have the right to buy newly issued Loral shares at half
price. If enough shareholders exercise this right, a third
party is forced to increase prohibitively the price required as a
competing bid. The Individual Defendants subsequently amended
the Rights Agreement to exempt defendant Lockheed, thus
disabling the right of shareholders to effectively object to
the Transaction.
49. At the December 7th Board meeting, the Board also
authorized management to approach Lazard Freres & Co. LLC
("Lazard") regarding an engagement to advise the Company regarding
the Transaction and to provide a fairness opinion with regard to
any final offer from Lockheed. The particulars of the retention
of Lazard, however, demonstrates that Lazard's fairness opinion is
mere window dressing.
50. Lazard was not formally retained until January 4,
1996. Nevertheless, just one day later, Lazard orally presented
the Board with its opinion of the fairness of the Transaction,
and on January 7, 1996, provided its written fairness opinion to
the Board. The apparent haste with which Lazard reviewed the
Transaction raises doubt as to the sufficiency of Lazard's
analysis. Also, Lazard was paid a fee of $12 million to render
its opinion on the fairness of the Transaction. This fee was
contingent, however, on the consummation of the Transaction.
Lazard's decision thus appears to have been a foregone
conclusion.
51. Further casting doubt on the fairness of the Transac-
tion is the existence of a prohibitively high termination fee
which disproportionately benefits Lockheed in the event Loral
accepts another competing acquisition offer. According to the
January 16 14D-9, if Loral rejects the Transaction and enters
into a merger or similar transaction with a third party, Loral
must pay Lockheed the staggering sum of $175,000,000. In such
event, Loral would also be responsible for Lockheed's expenses
up to $45,000,000.
The January 16 14D-9 Does Not Provide Sufficient Disclosures To
Shareholders To Enable Them To Vote In An Informed Manner With
Respect To The Transaction
52. In contravention of their fiduciary duties owed to the
public shareholders of Loral, defendants disseminated a Solicita-
tion/Recommendation statement to plaintiffs and the Class that
does not provide sufficient information to permit them to make
an informed decision whether to tender their shares pursuant to
the Transaction.
53. The January 16 14D-9 states that on October 31,
1995, and in early November, the parties met to discuss the
possibility of a transaction, including "certain management and
organizational issues, as well as certain broad transaction valuation
parameters." Nowhere, however, is it disclosed what the valuation
parameters were or how they were derived. The omitted information
is material to the Loral shareholders' assessments of the Transaction
and available alternatives.
54. Similarly, the January 16 14D-9 states that in late
November 1995, the parties agreed to pursue a transaction in
which shareholders would receive cash and an interest in Loral
Space rather than stock in Lockheed Martin as was originally
contemplated. Defendants do not disclose the reasons for this
material change other than to state that "accounting and other
concerns raised by the proposed Spin-Off" necessitated this
change. Further, there is no disclosure regarding how the
allocation of cash and Loral Space stock was derived. The
omitted information is material to shareholders' assessments of
the Transaction and available alternatives.
55. In addition, the January 16 14D-9 states that at
various times the parties could not reach an agreement because
of "very significant issues that were not yet resolved" or that
"many issues remained unresolved." Defendants also stated that
at a December 12, 1995 Board meeting the Board was informed that
the "parties had not agreed upon price." The January 16 14D-9
never discloses what the significant or unresolved issues were
or what prices were discussed during the course of negotiations.
The omitted information is material to shareholders' assessments
of the Transaction and available alternatives.
56. The January 16 14D-9 is similarly deficient in discus-
sion of valuation ranges supported by financial advisors, Lazard
Freres & Co. LLC ("Lazard") and Lehman Brothers Inc. ("Lehman").
Lazard was retained by the Individual Defendants to analyze the
Transaction and render a fairness opinion. Nowhere is it dis-
closed in the January 16 14D-9, however, the methodology used by
Lazard to arrive at its conclusion, or what analyses were con-
ducted to conclude that the price being paid to Loral share-
holders is fair. The January 16 14D-9 states only that Lazard
reviewed "recent comparable transactions in the defense indus-
try." The January 16 14D-9 does not disclose what transactions
those were or how the Transaction at issue here compared with
the so-called "comparable transactions." It is further not
disclosed in the January 16 14D-9 whether Lazard believes the
Transaction is fair in light of Loral's assets or whether Lazard
even performed such an analysis. Moreover, there is no
indication in the January 16 14D-9 whether Lazard opined or even
reviewed the "broad transaction valuation parameters" discussed
by the parties in early November 1995. Additionally, while the
Individual Defendants apparently felt the Transaction
"represented a substantial premium over the recent market
prices" of Loral, there is no indication that Lazard's analysis
included a review of the premium offered and how such premium
compared to premiums offered in the "comparable transactions."
The actual fairness opinion (which is attached to the January 16
14D-9) is similarly devoid of analysis and merely recites the
documents Lazard reviewed and the information allegedly relied
upon in reaching its conclusion.
57. Defendants are even less forthcoming regarding
Lehman's analysis and conclusions. Lehman purportedly was retained to
advise Loral with respect to the Transaction and, in particular,
Loral Space. The January 16 14D-9 is devoid of any discussion
regarding Lehman's analysis and presentation to the Individual
Defendants. Moreover, the January 16 14D-9 does not explain how
the $7.50 valuation of Loral Space is derived. The January 16
14D-9 similarly does not explain whether either Lazard or Lehman
confirmed (or were even asked to confirm) any valuation for
Loral Space. All of this omitted information relating to the
opinions of Loral's financial advisors, is material to plaintiffs'
assessments of the Transaction and available alternatives.
58. None of the omitted information referred to above was
disclosed in Loral's two subsequent amendments to the January 16
14D-9 which were filed with the SEC on January 26, 1996, and
April 18, 1996, respectively.
Defendants Maintain Their Positions And Perquisites
59. The Transaction is wrongful, unfair and harmful to
Loral's public stockholders, the Class members, and represents
an attempt by defendants to aggrandize their personal and
financial positions and interests and to enrich themselves at
the expense of and to the detriment of the public shareholders of
the Company. The Transaction denies plaintiffs and other Class members
their rights to share proportionately in the true value of the
Company's assets and future growth in profits and earnings,
while usurping the same for the benefit of defendant Lockheed at an
unfair and inadequate price.
60. According to the January 16 14D-9, in conjunction with
the Transaction defendant Schwartz will become Chairman and
Chief Executive Officer of Loral Space and will become Vice Chairman
and director of the Board of Lockheed. Defendant Lanza will
also join Lockheed's Board of Directors and serve as Executive Vice
President and Co-Chief Operating Officer of Lockheed.
61. Further, Loral's remaining directors will all become
members of the Board of Directors of Loral Space.
62. Moreover, pursuant to the change of control provisions
in his employment contract, in connection with the Transaction
defendant Schwartz will receive a bonus of $18,000,000. Further
evidence of the self-dealing nature of the Transaction is the
Loral Corporation Supplemental Bonus Program. This program,
described in the January 16 14D-9, provides for bonus payments
of $40,000,000 (less the $18 million to be paid to Schwartz) to
selected executives of the Company. Those payments are to be
determined by Schwartz. This program was structured in conjunc-
tion with the Transaction to be effective as of January 7, 1996,
and is simply an added perquisite for Loral executives to fall
in line with Schwartz' program, making it unlikely that any other
interested bidders will have access to Loral officers in order
to formulate a bid. The bonus program was not in place prior to
the Lockheed negotiations and does not represent any payment
"owed" to these executives. These payments are amounts that
should inure to the benefit of the Company's owners, not the
self-dealing Individual Defendants.
CAUSE OF ACTION FOR BREACH OF FIDUCIARY DUTIES
63. Defendants other than defendant Lockheed, acting in
concert, have violated their fiduciary duties owned to the
public shareholders of Loral and put their own personal interests and
the interests of defendant Lockheed ahead of the interests of
the Loral public shareholders at the expense of Loral's public
shareholders.
64. The Individual Defendants failed to (1) undertake
an adequate evaluation of Loral's worth as a potential merg-
er/acquisition candidate; (2) take adequate steps to enhance
Loral's value and/or attractiveness as a merger/acquisition
candidate; (3) effectively expose Loral to the marketplace in an
effort to create an active and open auction for Loral; or (4)
act independently so that the interests of public shareholders
would be protected. Instead, defendants have accepted a cash value
for the publicly held shares of defendant Loral without an
appropriate premium or recognition of the added value of Loral
that will result from it being wholly-owned by defendant
Lockheed, and have agreed to terms which will impede
maximization of shareholder value.
65. Furthermore, in contemplating and implementing their
plan to obtain immediate financial rewards for themselves, the
Individual Defendants have failed to (1) adequately insure that
no conflicts of interest existed, and, instead, have resolved
such conflicts in favor of themselves and defendant Lockheed,
rather than ensure that all conflicts were resolved in the best
interest of Loral and its public shareholders; or (2) acted
independently or in any other way to ensure that the interests
of Loral's public shareholders will be protected.
66. Defendants reached understandings among themselves
that they will not solicit a proposal or initiate any discussions
with any person or entity regarding any offer or proposal for
the acquisition of the business of Loral by merger, asset sale,
stock sale or otherwise, while Loral is still a publicly-held
company. While the Individual Defendants should seek out other
possible purchasers of the assets of Loral or its stock in a
manner designed to obtain the highest possible price for Loral's
shareholders, or seek to enhance the value of Loral for all its
current shareholders, they have instead resolved to wrongfully
obtain the valuable assets of Loral for defendant Lockheed at a
bargain price, which under the circumstances here,
disproportionately benefits them. These understandings have
been reached in violation of the Individual Defendants' fiduciary
duties.
67. By failing to entertain a meaningful public auction of
Loral, as well as thwarting outside companies' ability to bid on
Loral, the Individual Defendants are acting to entrench them-
selves in their offices and positions and maintain their substan-
tial salaries and perquisites, all at the expense and to the
detriment of the best interests of the Company's public share-
holders.
68. The tactics pursued by defendants are, and will continue
to be, wrongful, unfair and harmful to Loral's public shareholders,
serve no legitimate business purpose of Loral, and are an attempt by
the defendants to aggrandize their personal positions, interests and
finances at the expense of and to the detriment of the public
stockholders of Loral. Defendants' maneuvers deny members of the
Class their right to share in the true value of Loral's valuable
assets, future earnings and profitable businesses.
69. In contemplating, planning and/or doing the foregoing
specified acts and in pursuing and structuring the Transaction,
the defendants are not acting in good faith toward plaintiffs
and the Class, and have breached, and are breaching, their
fiduciary duties to plaintiffs and the Class.
70. Because the Individual Defendants (and those acting in
concert with them) dominate and control the business and corpo-
rate affairs of Loral and because they are in possession of
private corporate information concerning Loral's businesses and
future prospects, there exists an imbalance and disparity of
knowledge and economic power between the defendants and the
public shareholders of Loral which makes it inherently unfair to
the Company's public shareholders. The Transaction ensures that
defendants disproportionately benefit from the value and future
financial prospects of Loral, in contravention to defendants'
fiduciary duties to assure that Loral's shareholders receive the
highest value for their shares.
71. Defendant Lockheed acted and is acting with knowledge
that the other defendants are in breach of their fiduciary
duties to Loral's public shareholders, and has intentionally,
recklessly or negligently induced, aided and abetted such
breaches of fiduciary duties by the Individual Defendants.
72. By reason of the foregoing acts, practices and course
of conduct, the Individual Defendants failed to use due care and
diligence in the exercise of their fiduciary obligations toward
Loral and its public shareholders.
73. The acts complained of here above were willful, mali-
cious, and oppressive in that defendants, and each of them, know
that their actions, as complained of herein, involve improper
and illegal practices, violations of law and other acts completely
alien to the duties of officers and directors to carry out
corporate affairs in a just, honest, and equitable manner. By
reasons of the foregoing, the Class is entitled to exemplary
damages determined through a legitimate process to maximize
shareholder value.
74. As a result of defendants' actions, plaintiffs and the
Class have been and will be damaged in that they will not
receive the fair value of Loral's assets and business in exchange for
their Loral shares, and have been and will be prevented from
obtaining a price for their shares of Loral common stock deter-
mined through a legitimate process to maximize shareholder value.
75. Unless enjoined by this Court, defendants will
continue to breach their fiduciary duties owned to plaintiffs and the
Class and/or aid and participate in such breaches of duty, and
will exclude the Class from receiving fair value for their
proportionate share of Loral's valuable assets and businesses,
all to the irreparable harm of the Class.
76. Plaintiffs and the Class have no adequate remedy at
law.
WHEREFORE, plaintiffs demand judgement as follows:
(a) Declaring that this action may be maintained as a
class action pursuant to CPLR 901 et seq.;
(b) Ordering the Individual Defendants to carry out
their fiduciary duties to plaintiffs and the other members of
the Class by announcing their intention to:
(i) cooperate fully with any entity or person,
having a bona fide interest in proposing any transaction that
would maximize shareholder value, including but not limited to,
a buy-out or takeover of the Company;
(ii) immediately undertake an appropriate evalua-
tion of Loral's worth as a merger/acquisition candidate;
(iii) take all appropriate steps to enhance
Loral's value and attractiveness as a merger/acquisition candi-
date,
(iv) take all appropriate steps to effectively
expose Loral to the marketplace in an effort to create an active
auction of the Company;
(v) act independently so that the interests of
the Company's public shareholders will be protected; and
(vi) adequately ensure that no conflicts of
interest exist between the Individual Defendants' own interest
and their fiduciary obligation to maximize shareholder value or,
in the event such conflicts exist, to ensure that all conflicts
of interest are resolved in the best interests of the public
shareholders of Loral;
(c) Enjoining the use of the Poison Pill and imposi-
tion of the $175 million penalty fee;
(d) Enjoining the complained of transaction or any
related transaction;
(e) Appointing an independent committee of unaffiliat-
ed directors to consider the Lockheed Martin proposal or other
possible business combinations or alternative transactions;
(f) Ordering the Individual Defendants jointly and
severally to account to plaintiffs and the Class for all damages
suffered and to be suffered by them as a result of the acts and
transaction alleged herein;
(g) Declaring that Loral aided and abetted and sub-
stantially participated in the Individual Defendants' breach of
fiduciary duties;
(h) Awarding plaintiffs the cost and disbursements of
this action, including a reasonable allowance for plaintiffs'
attorney and expert witness fees; and
(i) Granting such other and further relief as may be
just and proper.
Dated: New York, New York
April 22, 1996
STULL, STULL & BRODY
6 East 45th Street
New York, NY 10017
(212) 687-7230
WEISS & YOURMAN
319 Fifth Avenue
New York, NY 10016
(212) 532-4171
Attorneys for Plaintiffs
Of Counsel:
STULL, STULL & BRODY
10940 Wilshire Blvd., Suite 2300
Los Angeles, CA 90024
(310) 209-2468
WEISS & YOURMAN
10940 Wilshire Blvd., 24th Floor
Los Angeles, CA 90024
(310) 208-2800
CERTIFICATE OF SERVICE
I hereby certify that on this day I caused a true
and correct copy of the foregoing AMENDED CLASS ACTION
COMPLAINT to be served upon (each of the) counsel for defen-
dants by hand delivery via private courier service
addressed to:
Michael C. Hefter, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019-6092
Richard L. Posen, Esq.
Steven H. Reisberg, Esq.
Thomas H. Golden, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
DATED: April 22, 1996
/s/ Michael J. Morgan
___________________________
Michael J. Morgan