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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 of Report (Date of Earliest Event Reported) - September 15, 1999 ------------ LOCKHEED MARTIN CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-11437 52-1893632 (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) ------------ Not Applicable (Former name or address, if changed since last report) ================================================================================ Item 5. Other Events The Corporation is filing this Current Report on Form 8-K to provide the information contained in the Corporation's press release, dated September 15, 1999, which is included as Exhibit 99 to this Form. The press release reports on the status of its pending tender offer and merger related to COMSAT Corporation, particularly one of the conditions to the tender offer regarding the Federal Communications Commission. Item 7. Financial Statements and Exhibits Exhibit No. Description ----------- ----------- 99 Lockheed Martin Corporation Press Release dated September 15, 1999. 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/ Marian S. Block ----------------------------------- Marian S. Block Vice President, Associate General Counsel and Assistant Secretary September 16, 1999 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99 Lockheed Martin Corporation Press Release dated September 15, 1999.
Exhibit 99 For Immediate Release --------------------- FEDERAL COMMUNICATIONS COMMISSION APPROVES LOCKHEED MARTIN AS AUTHORIZED CARRIER BETHESDA, Maryland, September 15, 1999 -- The Federal Communications Commission (FCC) today affirmatively voted on two items related to the proposed strategic combination of Lockheed Martin (NYSE:LMT) and COMSAT Corporation (NYSE:CQ). The first addressed Lockheed Martin's applications to effect a transfer of control of a COMSAT common carrier subsidiary into a Lockheed Martin subsidiary and the designation of that Lockheed Martin subsidiary as an "authorized carrier" under the 1962 Communications Satellite Act to acquire up to 49 percent of the COMSAT common stock. The FCC also approved a report and order concerning whether INTELSAT should have direct access to the U.S. retail market rather than providing satellite services exclusively through COMSAT. "Lockheed Martin is encouraged by the FCC actions taken today and appreciative of the agency's responsiveness," said John V. Sponyoe, chief executive officer of Lockheed Martin Global Telecommunications. In announcing these votes, the FCC did not release the related orders. Lockheed Martin has stressed to FCC staff the importance of quickly releasing these materials in order that Lockheed Martin may review them to determine whether they satisfy the conditions of the tender offer. Lockheed Martin anticipates the FCC will release these materials prior to the expiration of the tender offer. The two-phase Lockheed Martin/COMSAT strategic combination was announced in September 1998. On August 20, 1999, COMSAT shareholders approved the proposed merger. The first phase of the combination, a cash tender offer by Lockheed Martin for up to 49 percent of the outstanding common shares of COMSAT, is scheduled to expire at 12:00 noon, New York City time, on Saturday, September 18, 1999. ### CONTACT: Charles Manor, Lockheed Martin Global Telecommunications, 301/581-2720 www.lmgt.com ------------ NOTE: Statements that are not historical facts are forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results, including the effects of government budgets and requirements; economic conditions; competitive environment; timing of awards and contracts; the outcome of contingencies, including litigation and environmental remediation; and program performance, in addition to other factors not listed. See in this regard, the Corporation's filings with the SEC. The Corporation does not undertake any obligation to publicly release any revisions to forward- looking statements to reflect events or circumstances or changes in expectations after the date of this news release or the occurrence of anticipated events.