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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Orion Network Systems, Inc.
---------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
68628K 10 4
-------------------------------------
(CUSIP Number of Class of Securities)
Stephen M. Piper, Esq.
Associate General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
301-897-6177
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
January 31, 1997
----------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3)
or (4), check the following box: |_|
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 69628K 10 4
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lockheed Martin Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,368,340
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,368,340
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,340
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.14%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
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Page 2 of 16 Pages
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 68628K 10 4
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lockheed Martin Commercial Launch Services, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC and 00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
1,368,340
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER
1,368,340
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,340
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.14%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
Page 3 of 16 Pages
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on
Schedule 13D relates is the common stock, $.01 par value per share (the "Common
Stock"), of Orion Network Systems, Inc. (the "Company"), a Delaware corporation.
The principal executive offices of the Company are located at 2440 Research
Boulevard, Suite 400, Rockville, Maryland 20850.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed jointly on
behalf of the following persons (collectively, the "Reporting Persons") (1)
Lockheed Martin Corporation, a Maryland corporation ("LMC"), and (2) Lockheed
Martin Commercial Launch Services, Inc., a Delaware corporation ("LMCLS").
LMCLS is a commercial launch services provider and provided
launch services to Orion Atlantic as the launch subcontractor. The address of
the principal business and principal office of LMCLS is 12999 Deer Creek Canyon
Road, Littleton, Colorado 80127.
LMC owns all of the capital stock of LMCLS and its principal
business is aerospace/defense. The address of the principal business and
principal office of LMC is 6801 Rockledge Drive, Bethesda, Maryland 20817.
The name, business address, citizenship, present and principal
occupation or employment, and the name, principal business and address of any
corporation or organization in which each such employment is conducted, of each
executive officer or member of the Board of Directors, as applicable, of LMCLS
and LMC are set forth on Schedules A and B, respectively, attached hereto.
During the past five (5) years, neither any of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
other persons listed on Schedules A and B attached hereto, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, United States
federal or state securities laws or finding any violation with respect to such
laws.
Although LMC has not been convicted in a criminal proceeding,
and has not been subject to a judgment, decree or final order, in each case of
the type described in the immediately preceding paragraph, Lockheed Corporation
(one of the predecessor corporations to LMC) entered into a plea agreement
Page 4 of 16 Pages
dated January 27, 1995 with the United States of America with respect to certain
violations. For further information concerning the plea agreement and the events
out of which it arose, see the description contained in the Joint Proxy
Statement/ Prospectus, page 54, under the caption "Lockheed Plea Agreement,"
which is contained in Registration Statement No. 33- 57645 on Form S-4 filed by
LMC on February 9, 1995.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
A predecessor to the business of LMCLS acquired 239,769 shares
of common stock from Orion Network Systems, Inc., now named Orion Oldco
Services, Inc. ("Orion Oldco"), in a private placement on September 11, 1989 for
an aggregate purchase price of $2,347,826.40. Such number of shares is after
giving effect to two reverse stock splits effected after the date of issuance.
Such shares of common stock were ultimately acquired by LMCLS through the
acquisition of such business. Pursuant to a merger transaction (the "Merger")
which occurred on January 31, 1997, Orion Oldco became a wholly owned subsidiary
of the Company. As a result of the Merger, LMCLS beneficially owns 239,769
shares of Common Stock of the Company which it received in exchange for the
239,769 shares of common stock of Orion Oldco previously held by it.
On December 16, 1996, Orion Oldco announced that it had agreed
to acquire all of the interests which it did not already own in the Orion
Atlantic partnership. The Agreement to acquire such interests was pursuant to a
Section 351 Exchange Agreement and Plan of Conversion dated June 1996, as
amended pursuant to a First Amendment thereto dated December 1996 (as so
amended, the "Exchange Agreement").
Pursuant to the Exchange Agreement, Orion Oldco, now a
wholly-owned subsidiary of the Company as described above, agreed, among other
things, to have the Company issue shares of Series C 6% Cumulative Redeemable
Convertible Preferred Stock (the "Series C Preferred Stock") in exchange for the
limited partnership interests in Orion Atlantic held by all limited partners
other than Orion Oldco or its subsidiaries (the "Exchanging Partners") and other
rights relating thereto (the "Exchange"). As a result of the Exchange, which was
consummated on January 31, 1997, the Company became the direct or indirect owner
of all of the partnership interests in Orion Atlantic. In addition, the Company
acquired certain rights currently held by the Exchanging Partners, including the
Exchanging Partners' rights to receive repayment of various advances made to
Orion Atlantic.
Pursuant to the Exchange, LMCLS received 19,750 shares of
Series C Preferred Stock. Subject to the preferential rights of certain other
shares of capital stock of the Company, the Series C Preferred Stock is entitled
Page 5 of 16 Pages
to receive dividents that accrue daily at the per annum rate of 6% of the
Liquidation Value ($1,000 per share). Such dividends are payable exclusively
(except in the event of liquidation) in the Company's Common Stock. The number
of shares of Common Stock distributable as a dividend on each share of Series C
Preferred Stock is calculated based on the market price of such Common Stock
under a formula set forth in the Certificate of Designations for the Series C
Preferred Stock (the "Certificate of Designations").
At any time and from time to time after the issuance thereof,
any holders of Series C Preferred Stock may convert any or all of the shares of
Series C Preferred Stock (including any fraction thereof) held by such holder
into a number of shares of Common Stock equal to the sum of (a) the number of
shares of Common Stock computed by multiplying the number of shares of Series C
Preferred Stock to be converted by $1,000 and dividing the result by $17.50,
subject to adjustment, plus (b) the number of shares of Common Stock that would
be payable if all accrued but unpaid dividends were declared and paid on the
shares of Series C Preferred Stock to be converted. Accordingly, without giving
effect to any shares of Common Stock issuable in respect of accrued but unpaid
dividends, 1,128,571 shares of Common Stock are issuable upon conversion of the
Series C Preferred Stock held by LMCLS.
The Closing of the Exchange Agreement was conditioned upon,
among other conditions, the satisfaction or waiver by LMCLS of the condition
that LMCLS and Matra Marconi Space UK Limited enter into a subcontract to the
Orion II Satellite Contract relating to the launch of Orion II. In addition, the
obligations of the Exchanging Partners under various financing and other
agreements relating to the Orion Atlantic partnership were terminated upon the
consummation of the Exchange.
The information set forth in Exhibits 2, 3 and 4 hereto is
hereby expressly incorporated herein by reference and the response to Item 3 of
this statement on Schedule 13D is qualified in its entirety by the provisions of
such exhibit.
ITEM 4. PURPOSE OF TRANSACTION
As described in item 3 above, LMCLS (i) acquired the common
stock of Orion Oldco previously held by it pursuant to its acquisition of the
business by its predecessor, (ii) acquired the shares of Common Stock of the
Company in exchange for such shares of Orion Oldco pursuant to the Merger and
(iii) acquired the shares of Series C Preferred Stock held by it pursuant to the
Exchange Agreement. LMCLS continues to hold the Common Stock and the Series C
Preferred Stock held by it for investment purposes. None of the Reporting
Persons has any intention of acquiring control over the Company; however,
depending upon market and other conditions, LMCLS or its affiliates may acquire
additional shares of Common Stock for investment purposes if such shares of
Page 6 of 16 Pages
Common Stock become available at prices that are attractive to them, or may,
subject to any restrictions contained in the Resales Restrictions Agreement (as
defined below) or under applicable securities laws, dispose of all or a portion
of the Common Stock that they currently own or may hereinafter acquire.
Except as disclosed in this Schedule 13D, the Reporting
Persons do not have any plans or proposals of the type set forth in Paragraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
LMCLS may be deemed to be the beneficial owner of the
1,368,340 shares of Common Stock (the "LMCLS Shares") directly owned by it or
issuable upon conversion of the Series C Preferred Stock directly owned by it,
or 11.14% of the Common Stock outstanding. LMCLS has the sole power to vote and
the sole power to dispose of the LMCLS Shares.
LMC, as the sole stockholder of LMCLS, may be deemed for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the LMCLS
Shares.
The percentage of the Common Stock outstanding reported as
beneficially owned by each Reporting Person herein on the date hereof is based
upon the 11,554,626 shares of Common Stock actually outstanding as of the close
of business on January 31, 1997 (after giving effect to the Merger and the
Exchange) plus the 1,128,571 shares of Common Stock issuable upon conversion of
the Series C Preferred Stock held by LMCLS (but without giving effect to any
shares issuable in respect of accrued but unpaid dividends on the Series C
Preferred Stock and without giving effect to the issuance of any shares of
Common Stock upon exercise of options or warrants or upon conversion or exchange
of convertible or exchangeable securities held by any other person).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The response to Item 3 of this statement on Schedule 13D is
incorporated herein by reference.
The holders of Series C Preferred Stock are entitled to vote
on all matters submitted to the Company's stockholders for a vote together with
the holders of the Company's Common Stock, Series A 8% Cumulative Redeemable
Convertible Preferred Stock and Series B 8% Cumulative Redeemable Convertible
Preferred Stock, voting together as a single class. The holder of a share of
Series C Preferred Stock (including fractional shares) will be entitled to 1
vote for each whole share of the Company's Common Stock issuable upon conversion
of such share of Series C Preferred Stock. See the Certificate of Designations
Page 7 of 16 Pages
attached hereto as Exhibit 4 for the powers, rights and preferences of, and the
qualifications, limitations and restrictions of, the Series C Preferred Stock.
Pursuant to a Registration Rights Agreement entered into
pursuant to the Exchange Agreement, the Exchanging Partners (including LMCLS)
were granted certain shelf, demand and "piggyback" registration rights with
respect to the shares of Common Stock or other securities issued or issuable
upon conversion of the Series C Preferred Stock or issued as dividends or
distributions pursuant to the Certificate of Designations. See the Registration
Rights Agreement attached as Exhibit D to the Exchange Agreement.
Pursuant to a Resales Restriction Agreement entered into on
January 31, 1997 (the "Resales Restriction Agreement"), each of the Exchanging
Partners agreed, among other things, that it will not transfer any shares of
Common Stock issued upon conversion of shares of Series C Preferred Stock or as
dividends on Series C Preferred Stock (the "Affected Shares") for 180 days after
the issuance of the Series C Preferred Stock without the prior written consent
of the Company, unless such a transfer is to an affiliate or does not involve a
public distribution or public offering or occurs as the result of certain events
set forth in the Resales Restriction Agreement, and is conducted as provided in
the Resales Restriction Agreement. Also, each of the Exchanging Partners agreed,
pursuant to the Resales Restriction Agreement, until January 31, 2002 not to
transfer during any 90- day period Affected Shares that collectively represent
more than 25% of the aggregate number of shares of Common Stock issuable upon
the conversion of the Series C Preferred Stock received by such Exchanging
Partner pursuant to the Exchange Agreement or as dividends on the Series C
Preferred Stock, except as provided in the Resales Restriction Agreement. See
the Resales Restriction Agreement attached as Exhibit E to the Exchange
Agreement.
The information set forth in Exhibits 4, 5 and 6 hereto is
hereby expressly incorporated herein by reference and the response to Item 3 of
this statement on Schedule 13D is qualified in its entirety by the provisions of
such exhibit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are included as exhibits hereto:
1. Joint Filing Agreement pursuant to Rule 13d-1(f).
2. Section 351 Exchange Agreement and Plan of
Conversion (the "Exchange Agreement"), dated as of
June 1996, among International Private Satellite
Partners, L.P., Orion Network Systems, Inc. (now
named Orion Oldco Services, Inc.), Orion Satellite
Page 8 of 16 Pages
Corporation and the Exchanging Partners, and certain
exhibits thereto (incorporated by reference to
Exhibit 10 of Current Report on Form 8K of Orion
Network Systems, Inc. filed December 20, 1996).
3. First Amendment to Exchange Agreement
(incorporated by reference to Exhibit 10.45 in
Registration Statement 333-19795 on Form S-4 of
Orion Newco Services, Inc.).
4. Form of Certificate of Designations of Series C
Preferred Stock (incorporated by reference to
Exhibit 4.3 of Registration Statement on Form 8-B
of Orion Newco Services, Inc. filed on January 31,
1997).
5. Form of Registration Rights Agreement (Exhibit D
to Item 2 above).
6. Resales Restriction Agreement (Exhibit E to Item 2
above).
Page 9 of 16 Pages
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.
Date: February 10, 1997
LOCKHEED MARTIN CORPORATION
By: /s/ Raymond S. Colladay
--------------------------
Raymond S. Colladay
President - Astronautics
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.
Date: February 10, 1997
LOCKHEED MARTIN COMMERCIAL LAUNCH
SERVICES, INC.
By: /s/ Jeffrey D. MacLauchlan
-----------------------------
Jeffrey D. MacLauchlan
Vice President and Assistant
Treasurer
Page 10 of 16 Pages
SCHEDULE A
Executive Officers and Directors
of
Lockheed Martin Commercial Launch Services, Inc.
The names of the Directors and the names and titles of the
Executive Officers of LMCLS and their business addresses and principal
occupations are set forth below. Unless otherwise indicated, the principal
business address of each of the persons listed below is 12999 Deer Creek Canyon
Road, Littleton, Colorado 80127. Unless otherwise indicated, each occupation set
forth opposite an individual's name refers to LMCLS and each individual is a
United States citizen and an employee of LMC.
Name, Business Address Present Principal Occupation
and Title
Michael R. Wash President and Director
101 West Broadway
Suite 2000
San Diego, CA 92101
Michael W. Wynne Vice President and General
12257 State Highway 121 Manager, Space Launch
Mail Stop 5000 Systems, of LMC and Director
Littleton, Colorado 80127 of LMCLS
Raymond Colladay President - Astronautics of
LMC and Director of LMCLS
Jeffrey D. MacLauchlan Vice President, Assistant
Treasurer and Director of
LMCLS and Vice President,
Business Management of LMC
Astronautics
Janet L. McGregor Treasurer of LMCLS and Vice
6801 Rockledge Drive President and Chief
Bethesda, Maryland 20817 Financial Officer of LMC's
Electronics Sector
Lillian M. Tripett Secretary of LMCLS and Vice
6801 Rockledge Drive President, Associate General
Bethesda, Maryland 20817 Counsel and Secretary of LMC
Michael J. Kramer Assistant Secretary of LMCLS
and Vice President and General
Counsel of LMC Astronautics
Page 11 of 16 Pages
SCHEDULE B
Executive Officers and Directors
of
Lockheed Martin Corporation
The names of the Directors and the names and titles of the Executive
Officers of LMC and their business addresses and principal occupations are set
forth below. Unless otherwise indicated, the business address of each of the
Executive Officers and Directors of LMC is 6801 Rockledge Drive, Bethesda,
Maryland 20817. Unless otherwise indicated, each occupation set forth opposite
an individual's name refers to LMC and each individual is a United States
citizen.
Name, Business Address Present Principal Occupation
and Title
Norman R. Augustine Chairman & Chief Executive
Officer and Director
James A. Blackwell, Jr. President & Chief Operating
Officer of Aeronautics Sector
Marcus C. Bennett Executive Vice President,
Chief Financial Officer and
Director
Melvin R. Brashears President & Chief Operating
Officer of Space & Strategic
Missiles Sector
Vance D. Coffman President & Chief Operating
Officer and Director
Raymond S. Colladay President Astronautics
12999 Deer Creek Canyon Road
Littleton, Colorado 80127
Thomas A. Corcoran President & Chief Operating
Officer Electronics Sector
Dain M. Hancock President Tactical Aircraft
Lockheed Boulevard Systems
Ft. Worth, Texas 76108
P.O. Box 748
K. Michael Henshaw President Missiles & Space
1111 Lockheed Way
P.O. Box 3504
Sunnyvale, California 94088
John R. Kreik President Sanders
65 Spit Brook Road
Nashua, New Hampshire 03061
Page 12 of 16 Pages
Frank C. Lanza Executive Vice President
John S. McLellan President Aeronautical Systems
Frank H. Menaker, Jr. Executive Vice President &
General Counsel
Albert Narath President & Chief Operating
Officer Energy & Environment
Sector
Robert E. Rulon Vice President & Controller
Walter E. Skowronski Vice President & Treasurer
Peter B. Teets President & Chief Operating
Officer Information and
Services Sector
Lynne V. Cheney Director of LMC and W.H.
Brady, Jr.
Distinguished Fellow, American
Enterprise Institute
Houston I. Flournoy Director of LMC and Special
Assistant to the President,
Governmental Affairs,
University of Southern
California
James F. Gibbons Director of LMC and Special
Counsel to the President for
Industry Relations, Stanford
University
Edward E. Hood, Jr. Director of LMC and Retired
Vice Chairman, General
Electric Company
Caleb B. Hurtt Director of LMC and Retired
President and Chief Operating
Officer, Martin Marietta
Corporation
Gwendolyn S. King Director of LMC and Senior
Vice President, Corporate and
Public Affairs, PECO Energy
Company
Vincent N. Marafino Director of LMC and Retired
Executive Vice President,
Lockheed Martin Corporation
Eugene F. Murphy Director of LMC and President
& Chief Executive Officer, GE
Aircraft Engines
Page 13 of 16 Pages
Allen E. Murray Director of LMC and Retired
Chairman & Chief Executive
Officer, Mobil Corporation
Frank Savage Director of LMC and Chairman,
Alliance Capital Management
International
Daniel M. Tellep Director of LMC and Retired
Chairman of the Board and
Chief Executive Officer,
Lockheed Martin Corporation
Carlisle A.H. Trost Director of LMC and Retired
Chief of Naval Operations
James R. Ukropina Director of LMC and Partner,
O'Melveny & Myers
Douglas C. Yearley Director of LMC and Chairman,
President and Chief Executive
Officer, Phelps Dodge
Corporation
Page 14 of 16 Pages
EXHIBIT INDEX
1. Joint Filing Agreement pursuant to Rule 13d-1(f).
2. Section 351 Exchange Agreement and Plan of Conversion
(the "Exchange Agreement"), dated as of June 1996,
among International Private Satellite Partners, L.P.,
Orion Network Systems, Inc. (now named Orion Oldco
Services, Inc.), Orion Satellite Corporation and the
Exchanging Partners, and certain exhibits thereto
(incorporated by reference to Exhibit 10 of Current
Report on Form 8K of Orion Network Systems, Inc.
filed December 20, 1996).
3. First Amendment to Exchange Agreement (incorporated
by reference to Exhibit 10.45 in Registration
Statement 333-19795 of Form S-4 on Orion Newco
Services, Inc.).
4. Form of Certificate of Designations of Series C
Preferred Stock (incorporated by reference to Exhibit
4.3 of Registration Statement on Form 8-B of Orion
Newco Services, Inc. filed on January 31, 1997).
5. Form of Registration Rights Agreement (Exhibit D to
Item 2 above).
6. Resales Restriction Agreement (Exhibit E to Item 2
above).
Page 15 of 16 Pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, each of the persons named below agrees to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.01 par value per share, of Orion Network Systems,
Inc., a Delaware corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Rule 13d-1(f)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate. This Joint Filing may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
Date: September 10, 1997
LOCKHEED MARTIN COMMERCIAL LAUNCH
SERVICES,INC.
By: /s/ Jeffrey D. MacLauchlan
--------------------------------------------
Jeffrey D. MacLauchlan
Vice President and Assistant Treasurer
LOCKHEED MARTIN CORPORATION
By: /s/ Raymond S. Colladay
--------------------------------------------
Raymond D. Colladay
President - Astronautics
Page 16 of 16 Pages