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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 5)
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, 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. 5 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 $.25
per share, of Loral Corporation (the "Company"). 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(e) is hereby amended and supplemented by the
addition of the following paragraph thereto:
"Refiling of Goltz Lawsuit. The plaintiffs
in the Goltz Lawsuit are seeking to withdraw their
action, without prejudice, in the Superior Court of
the State of California, in the County of Los Angeles,
in connection with the recent refiling by such
plaintiffs of such action in the Supreme Court of
the State of New York, in the County of New York
(such new action, the "Goltz New York Action").
The allegations made and relief sought in the
complaint filed in the Goltz New York Action are
substantially similar to those set forth in the
original Goltz Complaint (except that Lockheed
Martin has been added as a defendant in the
Goltz New York Action). Lockheed Martin believes
that the Goltz New York Action is without merit and
intends to vigorously defend such action."
Item 10(f) is hereby amended and supplemented
by incorporating by reference therein the press release
issued by Lockheed Martin on March 18, 1996, a copy of
which is filed as Exhibit (a)(13) 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)(13) Form of press release issued by
Lockheed Martin on March 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: March 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: March 18, 1996
EXHIBIT INDEX
Exhibit No. Description
Exhibit (a)(13) Form of press release issued by Lockheed Martin
on March 18, 1996.
Exhibit (a)(13)
FOR IMMEDIATE RELEASE
TENDER OFFER EXTENSION
BETHESDA, Maryland, March 18, 1996 - Lockheed Martin
Corporation (NYSE:LMT) announced today that it is
extending its Offer to purchase all outstanding shares of
common stock of Loral Corporation (NYSE:LOR) for $38 net
cash per share until 12:00 midnight Eastern Standard Time
on Friday, April 5, 1996. The terms of the extended
Offer remain identical to those in the original Offer
contained in the Offering Materials filed with the SEC on
January 12, 1996.
Details follow:
In addition to the $38 net cash per share,
following consummation of the Offer, Loral has agreed to
distribute to its shareholders for each share of Loral
common stock held one share of common stock of the newly
formed Spin-Off company, Loral Space & Communications,
Ltd. (Loral Space), formed in Bermuda. Those persons who
hold shares immediately prior to the time of consummation
of the Offer (whether or not the Shares are tendered
pursuant to the Offer) will participate in the
distribution of shares of Loral Space in connection with
the Spin-Off.
Lockheed Martin and Loral are targeting the
early to middle part of April for consummation of the
proposed transaction. As described in the Offering
Materials, the Offer is conditioned upon, among other
things, receiving certain governmental approvals and the
satisfaction or waiver of a number of conditions. The
conditions include the expiration or termination of the
antitrust waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the HSR
Act) and completion of certain other anti-trust reviews.
Lockheed Martin and Loral have responded to questions
posed by the U.S. Federal Trade Commission and the
European Commission (reviewing the transaction in
Brussels, Belgium) and the regulatory review process is
nearing completion. Since the review process is not yet
complete, however, the extension beyond March 20, 1996 is
required.
A further condition is that the record date for
the Spin-Off has been set by the Board of Directors of
Loral Corporation (this is itself conditioned upon, among
other things, that the shares of Loral Space have been
registered under the federal securities laws). On March
12, 1996, Loral filed an amendment to its information
statement and responded to comments from the Securities
and Exchange Commission.
Loral Corporation has advised Lockheed Martin
that, at least 10 days prior to the record date for the
Spin-Off (the time of the record date is expected to
occur immediately prior to the time on which the Offer is
consummated), Loral Corporation will give notice of the
record date and will distribute to holders of Loral
shares an information statement or prospectus relating to
the Spin-Off and Loral Space.
As noted in the offering materials, in the
event that the approvals are not received prior to the
new April 5 Offer expiration date, Lockheed Martin has
agreed to further extend the Offer as necessary.
As of the close of business on Friday, March
15, 1996, 66,434,537 Shares had been tendered and not
withdrawn.
Lockheed Martin, headquartered in Bethesda,
Maryland, is a highly diversified advanced technology
company, with business sectors in aeronautics, space and
strategic missiles, electronics, information and
technology services and energy and environment. Loral,
headquartered in New York City, is a high technology
company that primarily concentrates in defense
electronics, communications, space and systems
integration.
CONTACT:
Chip Manor/Lockheed Martin Corporation/301-897-6258
Joanne Hvala/Loral Corporation/212-697-1105
Ruth Pachman or Jim Fingeroth/Kekst & Co./212-593-2655