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) – August 13, 2003
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
On August 13, 2003, we issued a press release announcing that we had completed the sale of $1 billion aggregate principal amount of floating rate convertible debentures due 2033. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
On August 20, 2003, we issued a press release announcing the completion of our offers to repurchase for cash any and all of its outstanding 7.25% Notes due May 15, 2006 and the 8.375% Debentures due June 15, 2024. A copy of the press release is attached as Exhibit 99.2 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
| Exhibit No. |
Description | |
| 99.1 | Lockheed Martin Corporation Press Release dated August 13, 2003 (convertible debentures offering). | |
| 99.2 | Lockheed Martin Corporation Press Release dated August 20, 2003 (debt tender offers). | |
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/ Rajeev Bhalla |
| Rajeev Bhalla Vice President and Controller |
August 26, 2003
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Lockheed Martin Corporation Press Release dated August 13, 2003 (convertible debentures offering). | |
| 99.2 | Lockheed Martin Corporation Press Release dated August 20, 2003 (debt tender offers). | |
Exhibit 99.1
Information
LOCKHEED MARTIN CORPORATION COMPLETES SALE OF $1 BILLION
OF CONVERTIBLE DEBENTURES DUE 2033
BETHESDA, Md., August 13, 2003 — Lockheed Martin Corporation (NYSE: LMT) today announced it has completed the sale of $1 billion aggregate principal amount of floating rate convertible debentures due 2033. The offering increased from $850 million, as initial purchasers exercised their option to purchase an additional $150 million of the debentures. Lockheed Martin intends to use the net proceeds for general corporate purposes, which may include debt reduction, working capital, capital expenditures or acquisitions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. The debentures were offered only to qualified institutional buyers pursuant to Rule 144A. The debentures have not been registered under the Securities Act of 1933, or state securities laws and may not be offered or sold in the U.S. absent registration or an applicable exemption from the registration requirements.
Headquartered in Bethesda, Md., Lockheed Martin employs about 125,000 people worldwide and is principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services.
NOTE: The statements in this press release that are not historical statements, including statements regarding expectations about the use of funds, are considered forward-looking statements under federal securities laws. These statements are subject to risks, uncertainties and other factors, which could cause actual performance to be materially different from those expressed or implied. Please see the Corporation’s 2002 Form 10-K and first and second quarter 2003 Form 10-Q filed with the SEC (www.sec.gov) for a description of some of the numerous possible factors that may affect these statements. Lockheed Martin expressly disclaims a duty to provide updates to forward-looking statements to reflect the occurrence of subsequent events or changed circumstances.
###
Investor Contact: James Ryan, (301) 897-6584, james.r.ryan@lmco.com
Randa Middleton, 301-897-6455; e-mail, randa.c.middleton@lmco.com
Media Contact: Meghan Mariman, 301-897-6195; email, meghan.mariman@lmco.com
For additional information on Lockheed Martin Corporation, visit:
http://www.lockheedmartin.com
Exhibit 99.2
Information
LOCKHEED MARTIN ANNOUNCES COMPLETION OF DEBT REPURCHASE OFFERS
BETHESDA, Md. August 20, 2003 — Lockheed Martin Corporation (NYSE: LMT) today announced the completion of its offers to repurchase for cash any and all of its outstanding 7.25% Notes due May 15, 2006 and the 8.375% Debentures due June 15, 2024, originally issued by Loral Corporation.
The offers commenced on Thursday, August 7, 2003, and expired at 5:00 p.m., New York City time, on Thursday, August 14, 2003. As of the expiration of the offers, assuming proper settlement of all transactions, Lockheed Martin had repurchased $538 million of the 7.25% Notes and $183 million of the 8.375% Debentures, representing approximately 72% and 46% of the aggregate outstanding principal amounts, respectively.
Goldman, Sachs & Co. and J.P. Morgan Securities acted as dealer managers. Morrow & Co. acted as information agent.
Headquartered in Bethesda, Maryland, Lockheed Martin employs about 125,000 people worldwide and is principally engaged in the research, design, development, manufacture and integration of advanced technology systems, products and services.
Note: The statements in this press release are considered forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks, uncertainties and other factors, many of which are beyond the Corporation’s control, which could cause the Corporation’s actual performance to be materially different from those expressed or implied. The Corporation expressly disclaims a duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after today’s date to reflect the occurrence of subsequent events, changed circumstances or changes in the Corporation’s expectations.
Investor Contact: James Ryan, (301) 897-6584, james.r.ryan@lmco.com
Randa Middleton, 301-897-6455, randa.c.middleton@lmco.com
Media Contact: Meghan Mariman, 301-897-6195, meghan.mariman@lmco.com
For additional information on Lockheed Martin Corporation, visit:
http://www.lockheedmartin.com