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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Final Amendment)
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
SCHEDULE 14D-1
CUSIP No. 543859 10 2 14D-1
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LOCKHEED MARTIN CORPORATION 52-1893632
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS: BK,OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: MARYLAND
_________________________________________________________________
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
176,162,588
_________________________________________________________________
(8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 100%
_________________________________________________________________
(10) TYPE OF REPORTING PERSON: HC
_________________________________________________________________
SCHEDULE 14D-1
CUSIP No. 543859 10 2 14D-1
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LAC ACQUISITION CORPORATION 13-3866371
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS: AF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK
_________________________________________________________________
(7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
176,162,588
_________________________________________________________________
(8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 100%
_________________________________________________________________
(10) TYPE OF REPORTING PERSON: CO
_________________________________________________________________
This Final Amendment amends and supplements the
Tender Offer Statement on Schedule 14D-1 (as 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 (the "Shares"), par
value $0.25 per share, of Loral Corporation (the "Company"
or "Loral"). The Offer was 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 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER
Items 5(a) and 5(e) are hereby amended and
supplemented as set forth in Item 6 below.
Items 5(a) and 5(e) are hereby further amended
and supplemented by the addition of the following
paragraph thereto:
"New York Stock Exchange. The New York Stock
Exchange, Inc. ("NYSE") advised Lockheed Martin that
trading in the Shares on the NYSE was suspended
before the opening on April 30, 1996."
Item 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented by
the addition of the following paragraphs thereto:
"The Offer. The Offer expired at Midnight, New
York City time, on April 22, 1996. Based on the
final information provided by the Depositary, a
total of 166,529,814 Shares (or approximately 95%)
were validly tendered and not withdrawn pursuant to
the Offer, including 13,738,017 Shares tendered
pursuant to notices of guaranteed delivery. The
Purchaser has accepted for payment all such Shares
at a purchase price of $38.00 per Share in cash.
Through April 29, 1996 166,449,231 Shares had been
purchased by the Purchaser pursuant to the Offer."
"The Merger. On April 29, 1996 a merger of the
Purchaser with and into the Company (the "Merger")
pursuant to Section 905 of the New York Business
Corporation Law (the "NYBCL") became effective. The
Company was the Surviving Corporation in the Merger
and was renamed Lockheed Martin Tactical Systems,
Inc. The Merger was the second and final step in
the acquisition of the Company pursuant to the
Agreement and Plan of Merger dated as of January 7,
1996 (the "Merger Agreement"), among the Company,
Lockheed Martin and the Purchaser. The first step
was the Offer described above. Under the Merger
Agreement, each Share outstanding immediately prior
to the Effective Time was converted solely into the
right to receive the merger consideration of $38.00
per Share in cash. As a result of the Merger, the
Company became a wholly owned subsidiary of Lockheed
Martin."
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 TACTICAL SYSTEMS, INC.
(as successor corporation to LAC
Acquisition Corporation)
By:/s/ STEPHEN M. PIPER
Name: Stephen M. Piper
Title: Assistant Secretary
Dated: April 30, 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 30, 1996