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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)
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
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$7,002,005,894 $1,400,401.18
* FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS
CALCULATION ASSUMES THE PURCHASE OF ALL OUTSTANDING
SHARES OF COMMON STOCK, PAR VALUE $0.25 PER SHARE, OF
LORAL CORPORATION AT $38.00 NET PER SHARE IN CASH.
** THE AMOUNT OF THE FILING FEE, CALCULATED IN
ACCORDANCE WITH RULE 0-11(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50TH OF ONE
PERCENT OF THE AGGREGATE VALUE OF CASH OFFERED BY LAC
ACQUISITION CORPORATION FOR SUCH SHARES.
( ) CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS
PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING
WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE
DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $1,399,917 FILING PARTY: LOCKHEED MARTIN CORPORATION
LAC ACQUISITION CORPORATION
FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: JANUARY 12, 1996
This Amendment No. 3 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:
Filing Fee on Cover Page of Schedule 14D-1;
Adjustment in Number of Total Outstanding
Shares Reflected in Offer to Purchase
Recently, the Company informed Lockheed Martin that
the Company had discovered a minor discrepancy in the
aggregate number of Shares that may be issued upon the
exercise of the stock options and other rights that had
been granted under the Company's existing stock option
plans. As set forth in Section 4.3 of the Merger
Agreement (and as reflected on page 2 of the Offer to
Purchase), the Company previously believed that it had
173,068,379 Shares outstanding and 11,131,234 Shares that
may be issued upon the exercise of the stock options and
other rights that had been granted under the Company's
existing stock option plans. The Company has however
recently indicated to Lockheed Martin that there are an
additional number of stock options outstanding,
representing the right to acquire 63,700 Shares at an
exercise price of $27.594 per Share.
Accordingly, (x) the number of Shares that may be
issued upon the exercise of the stock options and other
rights that had been granted under the Company's existing
stock option plans, which was reflected on page 2 of the
Offer to Purchase as 11,131,234 Shares, should be
increased to 11,194,934 Shares, and (y) the number of
Shares which must be validly tendered and not withdrawn
prior to the Expiration Date in order to satisfy the
Minimum Condition, which was reflected on page 2 of the
Offer to Purchase as 122,799,742 Shares, should be
increased to 122,842,209 Shares. In addition, the
aggregate transaction valuation and the amount of the
filing fee reflected on the cover page of the Schedule
14D-1 should be correspondingly adjusted. The
transaction valuation as so adjusted is $7,002,005,894
(it previously had been reflected as $6,999,585,294) and
the amount of the filing fee as so adjusted is
$1,400,401.18 (it previously had been reflected as
$1,399,917). Since $1,399,917 had previously been paid
by Lockheed Martin and the Purchaser on January 12, 1996,
Lockheed Martin and the Purchaser are concurrently
herewith transmitting to the SEC an additional filing fee
amount in order to cover the expected filing fee
shortfall of $484.18.
Item 10. Additional Information.
Item 10(b)-(c) is hereby amended and supplemented by
the addition of the following paragraph thereto:
"Hart-Scott-Rodino Request for Additional
Information. The staff of the FTC has informed
Lockheed Martin that it intends to issue on February
8, 1996 a request for additional information pursuant
to the HSR Act with respect to the Offer. Lockheed
Martin intends, and Loral has advised Lockheed Martin
that it also intends, to promptly provide the FTC with
the requested information. The FTC request will
extend the waiting period under the HSR Act until ten
days after the date on which Lockheed Martin
substantially complies with the FTC's request, unless
the FTC decides to terminate the waiting period
earlier."
Item 10(f) is hereby amended and supplemented by
incorporating by reference therein the press release
issued by Lockheed Martin on February 7, 1996, a copy of
which is filed as Exhibit (a)(11) 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)(11) Form of press release issued by
Lockheed Martin on February 7, 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: February 7, 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: February 7, 1996
EXHIBIT INDEX
Exhibit No. Description
Exhibit (a)(11) Form of press release issued by Lockheed Martin
on February 7, 1996.
Exhibit (a)(11)
FOR IMMEDIATE RELEASE
TENDER OFFER EXTENSION
Bethesda, Maryland, February 7, 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 Thursday, February 29, 1996. The terms of the
extended Offer are 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.
As described in the Offering Materials, the Offer is
conditioned upon receiving certain governmental approvals
and the satisfaction or waiver of a number of conditions.
The conditions include the following: (1) That the
antitrust waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the HSR
Act), with respect to the Offer shall have expired or
been terminated. The Federal Trade Commission (FTC) has
informed Lockheed Martin that on February 8 it will issue
a request for additional information. Lockheed Martin
intends, and Loral also intends, to promptly provide the
FTC with the requested information. This will extend the
waiting period under the HSR Act until 10 days after the
date on which Lockheed Martin substantially complies with
the FTC's request, unless the FTC decides to terminate
the waiting period earlier. (2) 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).
Lockheed Martin and Loral are currently seeking
these governmental approvals and Lockheed Martin is
extending the Offer to provide time for obtaining
approvals. In the event that the approvals are not
received prior to the new February 29 Offer expiration
date, Lockheed Martin has agreed to further extend the
Offer as necessary. However, Lockheed Martin is not
obligated to extend the Offer beyond June 30, 1996.
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 of the close of business on Tuesday, February 6,
1996, 26,672,079 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:
Ron Meder/Lockheed Martin Corporation/301-897-6258
Joanne Hvala/Loral Corporation/212-697-1105
Ruth Pachman or Jim Fingeroth/Kekst & Co./212-593-2655