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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 8)
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. 8 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"). 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(f) is hereby amended and supplemented
by the addition of the following paragraphs thereto:
"Information Statement. On April 12,
1996, the Company and Loral Space advised Lockheed
Martin that the Commission had declared effective
under the Exchange Act a Registration Statement on
Form 10 (such document, which includes and
incorporates by reference the Information Statement,
the "Form 10") with respect to the Loral Space
Common Stock. The Company and Loral Space have
further advised Lockheed Martin that the Information
Statement was mailed to the holders of record of the Company
Common Stock on April 12, 1996. As noted in the
Offer to Purchase, the Distribution is conditioned
upon the satisfaction or waiver of a number of
conditions, including, among others, the condition
that the Form 10 shall have been declared effective
by the Commission.
Spin-Off Record Date. On April 12, 1996,
the Company advised Lockheed Martin that the Company
had set the Spin-Off Record Date for April 22, 1996.
As noted in the Offer to Purchase, the Distribution
and the consummation of the Offer are conditioned
upon the satisfaction or waiver of a number of
conditions, including, among others, the condition
that the Spin-Off Record Date will have been set by
the Company's Board of Directors. The press release
referred to below indicates that the Distribution is
subject to the successful conclusion of the tender offer."
Item 10(f) is hereby further amended and
supplemented by incorporating by reference therein the
press release issued by the Company on April 12, 1996, a
copy of which is filed as Exhibit (a)(15) 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)(15) Form of press release issued by the
Company on April 12, 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 12, 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 12, 1996
EXHIBIT INDEX
Exhibit No. Description
Exhibit (a)(15) Form of press release issued by the Company on
April 12, 1996.
Exhibit (a)(15)
[LORAL LOGO]
NEWS
For Immediate Release
Contact: Joanne Hvala
Tom Ross
(212) 697-1105
RECORD DATE SET FOR
LORAL SPACE & COMMUNICATIONS LTD. DISTRIBUTION
New York, April 12, 1996 -- Loral Corporation (NYSE:LOR)
announced today that it has established a record date of
April 22, 1996 for the distribution of the common stock
of Loral Space & Communications Ltd., a satellite and
telecommunications company. The distribution has been
set to coincide with the expiration of the previously
announced Lockheed Martin tender offer and is subject to
the successful conclusion of the tender offer.
On January 8, 1996, Lockheed Martin announced a
tender offer to purchase all outstanding shares of Loral
Corporation for $38 net cash per share. In addition to
the $38 net cash per share, Loral shareholders will
receive one share of the newly formed spin-off company,
Loral Space & Communications Ltd., for each share of
Loral common stock held on the record date. Consummation
of the tender offer requires the tendering of two-thirds
of Loral's approximately 180 million outstanding shares.
Loral expects the Federal Trade Commission to complete
its review of the transaction under the Hart-Scott-Rodino
Antitrust Improvements Act (HSR) and to terminate the HSR
waiting period prior to the record date.
The company also reported that the Form 10,
incorporating an Information Statement which is being
mailed to shareholders, has been declared effective by
the Securities & Exchange Commission.
Loral Space & Communications will continue Loral's
role in satellite communications as managing partner of
Space Systems/Loral, a leading manufacturer of commercial
satellites, and Globalstar, a worldwide satellite-based
telecommunications system scheduled for initial operation
in 1998.
Loral Space & Communications will trade on the New
York Stock Exchange, initially under the symbol LSP to be
changed to LOR shortly thereafter. It is expected that
its shares will begin trading on a when-issued basis
approximately two days prior to the record date.
Loral Corporation, headquartered in New York City,
is a high-technology company that primarily concentrates
in defense electronics, communications, space and systems
integration.
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