View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 9)
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. 9 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 10. ADDITIONAL INFORMATION.
Item 10(b)-(c) is hereby amended and
supplemented by the addition of the following paragraph
thereto:
"Federal Trade Commission Antitrust
Review. On April 18, 1996 Lockheed Martin and the
FTC entered into a consent order which allows the
Offer to close as scheduled on April 22, 1996."
Item 10(f) is hereby amended and supplemented
by incorporating by reference therein the press release
issued by Lockheed Martin on April 18, 1996, a copy of
which is attached hereto and filed as Exhibit (a)(16) 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 exhibit thereto:
Exhibit (a)(16) Form of press release issued by
Lockheed Martin on April 18, 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.
LAC ACQUISITION CORPORATION
By:/s/ STEPHEN M. PIPER
Name: Stephen M. Piper
Title: Assistant Secretary
Dated: April 18, 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 18, 1996
EXHIBIT INDEX
Exhibit No. Description
Exhibit (a)(16) Form of press release issued by Lockheed
Martin on April 18, 1996.
Exhibit (a)(16)
[LOCKHEED MARTIN LOGO]
April 18, 1996
FTC Approval
Lockheed Martin Corporation and Loral Corporation
announced today that they have received from the Federal
Trade Commission the necessary approvals to permit
Lockheed Martin to acquire the defense electronics and
systems integration businesses of Loral in accordance
with its previously announced tender offer for all shares
of Loral. The offer will expire at midnight on Monday,
April 22, 1996. Lockheed Martin Corporation will accept
all shares tendered in accordance with the terms of the
offer. Payment for the shares is expected to occur on
April 24, 1996. Upon consummation of the offer, Loral
will distribute one share of Loral Space & Communications
Ltd. for each share of Loral held on April 22, 1996.
###