As filed with the Securities and Exchange Commission on March 24, 1999
Registration No. 333-71409
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
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LOCKHEED MARTIN CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
52-1893632
(I.R.S. Employer Identification No.)
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6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Marian S. Block, Vice President and Associate General Counsel
Broc Romanek, Assistant General Counsel
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Glenn C. Campbell
King & Spalding
1730 Pennsylvania Avenue
Washington, D.C. 20006
(202) 737-0500
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until our registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Prospectus, Subject to Completion, Dated March___, 1999
[LOGO OF LOCKEED MARTIN APPEARS HERE]
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
Debt Securities You should read the prospectus supplement
and this prospectus carefully before you
invest.
This prospectus describes debt securities that we may issue and sell at
various times:
- our prospectus supplements will contain the specific terms of each
series.
- we can issue debt securities with a total offering price of up to $2.5
billion under this prospectus.
- we may sell the debt securities to or through underwriters, dealers or
agents. We also may sell debt securities directly to investors.
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This Prospectus is dated , 1999.
Table of Contents
About This Prospectus...............................................
Where You Can Find More Information.................................
Forward-Looking Statements..........................................
Lockheed Martin Corporation.........................................
Use of Proceeds.....................................................
Ratio of Earnings to Fixed Charges..................................
Description of Debt Securities......................................
Plan of Distribution................................................
Validity of the Debt Securities.....................................
Experts.............................................................
About This Prospectus
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf registration process,
we may sell any combination of the debt securities described in this prospectus
in one or more offerings for total proceeds of up to $2.5 billion. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may add, update or change information contained in this
prospectus. It is important for you to consider the information contained in
this prospectus and any prospectus supplement together with additional
information described under the next heading, Where You Can Find More
Information.
Where You Can Find More Information
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available on the SEC's web site at
http://www.sec.gov. You also may read and copy any document we file at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information about
their public reference rooms, including copy charges. You also can obtain
information about us from the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede information in this prospectus and
in our other filings with the SEC. We incorporate by reference the documents
listed below, which we already have filed with the SEC, and any future filings
we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the debt securities:
- - our Annual Report on Form 10-K for the year ended December 31, 1998;
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- - our Current Reports on Form 8-K filed January 19, 1999, January 28, 1999,
February 10, 1999 and February 16, 1999.
You may read or copy these documents through our web site at
http://www.lockheedmartin.com. You may request a copy of these filings at no
cost, by writing or calling us at the following address:
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
(301) 897-6000
Attention: Corporate Secretary
You should rely only on the information contained in, or incorporated by
reference into, this prospectus or any applicable prospectus supplement. We have
not authorized anyone to provide you with additional or different information.
You should not assume that the information in this prospectus, any prospectus
supplement, or any document incorporated by reference is accurate as of any date
other than the date of those documents.
You may also obtain from the SEC a copy of the registration statement and
exhibits that we filed with the SEC when we registered the debt securities. The
registration statement may contain additional information that may be important
to you.
Forward-Looking Statements
We make statements in this prospectus and the documents incorporated
by reference that are considered forward-looking statements under the federal
securities laws. Sometimes these statements will contain words such as
"believes," "expects," "intends," "plans" and other similar words. These
statements are not guarantees of our future performance and are subject to
risks, uncertainties and other important factors that could cause our actual
performance or achievements to be materially different from those we may
project. These forward-looking statements also represent our estimates and
assumptions only as of the date they were made.
These risks, uncertainties and factors include:
- - the effects of government budgets and requirements;
- - worldwide general economic, business and regulatory conditions;
- - our "Year 2000" issues, including our international and third party issues;
- - the timing of future government awards and contracts;
- - risks inherent in designing and implementing innovative advanced technology;
- - our performance under existing government awards and contracts;
- - whether the COMSAT transaction will be consummated; and
- - our ability to realize savings as a result of our global cost reduction
program.
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Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Please see the documents incorporated by reference
for more information on these factors.
Lockheed Martin Corporation
We are a highly diversified global enterprise principally engaged in the
conception, research, design, development, manufacture, integration and
operation of advanced technology products and services.
We operate through five business sectors:
. Space & Strategic Missiles sector -- designs, develops, manufactures and
---------------------------------
integrates space systems, including spacecraft, space launch vehicles,
manned space systems and their supporting ground systems and services;
strategic fleet ballistic missiles; and defensive missiles;
. Electronics sector -- designs, develops, manufactures and integrates
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high performance electronic systems for undersea, shipboard, land, airborne
and space programs;
. Aeronautics sector -- designs, develops, manufactures and integrates
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airlift, tactical and reconnaissance aircraft as well as
surveillance/command, maintenance/modification/logistics, and other
development programs;
. Information & Services sector -- designs, develops, integrates, and
-----------------------------
operates large, complex information systems which include command and
control, intelligence, simulation and training and air traffic management;
and provides state and local government transaction processing, commercial
information technology services, and performs a broad range of engineering,
science and technology services for federal government customers; and
. Energy & Environment sector -- conducts and operates nuclear operations
---------------------------
management, nuclear materials management and technology-driven remediation
programs.
Expanding Our Global Network Telecommunications Services Business - Transaction
Agreement with COMSAT Corporation
In September 1998, we entered into an agreement with COMSAT Corporation to
combine COMSAT with one of our subsidiaries in a two-phase transaction with an
estimated value for COMSAT of approximately $2.7 billion as of that date.
COMSAT is in the commercial satellite communications business. We believe that
the combination is consistent with our strategic plans to expand into this
business and enhance the combined companies' ability to increase its customer
base and enhance its ability to provide existing customers with expanded
services.
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In the first phase of this transaction, our subsidiary commenced a cash
tender offer to purchase up to 49%, subject to certain adjustments, of the
outstanding shares of COMSAT common stock at $45.50 per share. Currently, the
tender offer expires on May 3, 1999, but it can be extended for periods of up to
60 days until at least the earlier of September 18, 1999 or satisfaction of
certain conditions to closing. The second phase of the transaction is the
completion of the merger through the exchange of one share of our common stock
for each share of COMSAT common stock not purchased in the tender offer
services. COMSAT stockholders are scheduled to vote on the proposed merger at
COMSAT's annual meeting of shareholders on June 18, 1999.
Current FCC regulations do not allow a company that is not an "FCC authorized
common carrier" to purchase more than 10% of COMSAT. We have filed an
application with the FCC for our acquisition subsidiary to acquire the assets of
a COMSAT common carrier subsidiary through a merger and for FCC designation of
that subsidiary as an FCC authorized common carrier allowed to purchase up to
49% of COMSAT. On January 21, 1999, the Chairman of the House Committee on
Commerce and the Chairman of the Senate Subcommittee on Communications sent a
letter to the FCC urging it not to take any action to permit any company to
purchase more than 10% of COMSAT prior to Congress amending the Communications
Satellite Act of 1962 that would involve the privatization of Intelstat and
lifting ownership limits on COMSAT.
If the FCC does not proceed with its review of our filings related to the
tender offer or does not otherwise proceed on the schedule that we anticipate,
we may not be able to complete the tender offer by September 18, 1999. If the
tender offer is not completed by September 18, 1999, any of the parties may
terminate the merger agreement. The parties may elect to not do this or elect to
amend the agreement to extend this date. There are other conditions to
consummating the tender offer, including antitrust clearance by the Department
of Justice.
Consummation of the merger is subject to, among other things, the closing of
the tender offer, the enactment of federal legislation necessary to allow us to
acquire the remaining COMSAT shares and certain additional regulatory approvals.
If Congress does not make progress on satellite reform legislation, even if the
tender offer is completed, the merger may not occur in 1999. On the other hand,
if Congress timely acts on the legislation, the merger may occur in 1999. If
the necessary legislation is not enacted or the additional regulatory approvals
are not obtained, even if we consummate the tender offer, we will not be able to
consummate the merger nor will we be able to control COMSAT.
In August 1998, we formed Lockheed Martin Global Telecommunications, Inc., a
wholly-owned subsidiary, to focus on expanding our presence in the global
telecommunications services market. Effective in January 1999, we transferred
certain investments in joint ventures and business units from some of our
sectors to this subsidiary. If the COMSAT transaction is consummated, we intend
to combine COMSAT's operations with this subsidiary's operations.
Use of Proceeds
We will use the net proceeds from the sale of the debt securities for
general corporate purposes. These purposes may include repayment of debt,
working capital needs, capital expenditures, acquisitions and any other general
corporate purpose. If we identify a specific purpose for the net proceeds of an
offering, we will describe that purpose in the applicable prospectus supplement.
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Ratio of Earnings to Fixed Charges
The following table shows ratios of earnings to fixed charges, which are
unaudited, for each of the periods indicated. The ratios include us, our
consolidated subsidiaries and companies in which we own 50% or less of the
equity. For the table's purposes, "earnings" are determined by adding "total
fixed charges," excluding interest capitalized, to earnings from continuing
operations before income taxes, eliminating equity in undistributed earnings and
adding back losses of companies in which we own 20% to 50% of the equity. "Total
fixed charges" consists of interest on all indebtedness, amortization of debt
discount or premium, interest capitalized, and an interest factor attributable
to rents.
Year Ended December 31,
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1998 1997 1996 1995 1994
---- ---- ---- ---- ----
2.8x 3.1x 3.5x 4.1x 5.6x
Description of Debt Securities
As used in this prospectus, "debt securities" means the debentures, notes,
bonds and other evidences of indebtedness that we issue and a trustee
authenticates and delivers under the applicable indenture. We will describe the
particular terms of any series of debt securities, and the extent to which the
general terms summarized below may apply, in the prospectus supplement relating
to that series.
We initially will issue debt securities under an indenture between us and
U.S. Bank Trust National Association, as trustee, and have summarized selected
provisions of this indenture on the following pages. The summary is not
complete. The form of this indenture has been filed as an exhibit to this
registration statement and you should read the indenture for provisions that may
be important to you. If you would like more information on these provisions,
see "Where You Can Find More Information" on how to locate the indenture.
If we use another trustee or another indenture for a series of debt
securities, we will provide the details in a prospectus supplement. We will file
the forms of any other indentures with the SEC at the time we use them.
Terms
The indenture provides for the issuance of debt securities in one or more
series. A prospectus supplement relating to a series of debt securities will
include specific terms relating to the offering. These terms will include some
or all of the following:
- - the title and type of the debt securities;
- - any limit on the total principal amount of the debt securities;
- - the price or prices at which we will sell the debt securities;
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- - the maturity date or dates of the debt securities;
- - the rate or rates, which may be fixed or variable, per annum at which the
debt securities will bear interest and the date from which such interest
will accrue;
- - the dates on which interest will be payable and the related record
dates;
- - whether payments of principal or interest will be determined by any index,
formula or other method and the manner of determining the amount of such
payments;
- - the place or places of payments on the debt securities;
- - any redemption dates, prices, obligations and restrictions on the debt
securities;
- - any mandatory or optional sinking fund or purchase fund or analogous
provisions;
- - the denominations in which the debt securities will be issued, if other
than $1,000 or multiples of $1,000;
- - the currency in which principal and interest will be paid, if other than US
Dollars;
- - any provisions granting special rights upon the occurrence of specified
events;
- - any deletions from, changes in or additions to the events of default or the
covenants specified in the indenture;
- - any trustees, authenticating or paying agents, transfer agents, registrars
or other agents for the debt securities if other than U.S. Bank Trust
National Association;
- - any conversion or exchange features of the debt securities;
- - any special tax implications of the debt securities; and
- - any other material terms of the debt securities.
We may issue debt securities that are convertible into or exchangeable for
our common stock, or the debt or equity of another company. We may also
continuously offer debt securities in a medium term note program. If we issue
these types of debt securities, we will provide additional information in a
prospectus supplement.
We may sell debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of issuance,
is different than market rates. When we refer to the principal and interest on
debt securities, we also mean the payment of any additional amounts that we are
required to pay under the indenture or the debt securities, including amounts
for certain taxes, assessments or other governmental charges imposed on holders
of debt securities.
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Denomination, Form, Payment and Transfer
Normally, we will denominate and make payments on debt securities in U.S.
dollars. If we issue debt securities denominated, or with payments, in a foreign
or composite currency, a prospectus supplement will specify the currency or
composite currency.
We may from time to time issue debt securities as registered securities.
This means that holders will be entitled to receive certificates representing
the debt securities registered in their name. You can transfer or exchange debt
securities in registered form without service charge, upon reimbursement of any
taxes or government charges. This transfer or exchange can be made at the
trustee's corporate trust office or at any other office maintained by us for
such purposes. If the debt securities are in registered form, we can pay
interest by check mailed to the person in whose name the debt securities are
registered on the days specified in the indenture.
As a general rule, however, we will issue debt securities in book-entry
form. This means that one or more permanent global certificates registered in
the name of a depositary, or a nominee of the depositary, will represent the
debt securities. Only persons who have accounts with depositaries, which are
known as participants, or persons that may hold interests through participants,
can have beneficial ownership interests in global certificates representing a
series of debt securities. The depositary will maintain a computerized book-
entry and transfer system that keeps track of the principal amounts of debt
securities held in the accounts of participants. Participants keep records of
the interests of their clients who have purchased debt securities through them.
Beneficial ownership interests in debt securities issued in book-entry form may
be shown only on, and may be transferred only through, records maintained by the
depositary and its participants. Some states require that certain purchasers
receive securities only in certificate form. These state laws may limit the
ability of beneficial owners to transfer their interests.
The Depositary Trust Company, or DTC, frequently acts as the depositary for
debt securities. DTC is owned by a number of its participants and by the NYSE,
AMEX and the NASD. The information below regarding DTC, which is based on
information from DTC, has been provided for informational purposes only and is
not intended to serve as a representation, warranty or contract modification of
any kind. If the debt securities of any series are issued in book-entry form
and the depositary is someone other than DTC, we will provide you with
additional information in a prospectus supplement.
DTC holds securities that its participants deposit. Participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. DTC's book-entry system is also available to other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant. DTC electronically records the settlement
among participants of their securities transactions in deposited securities.
Issuers make interest and principal payments to DTC, which in turn credits
payments to participants' accounts according to their beneficial ownership
interests as reflected in DTC's records. In addition, DTC currently assigns any
voting rights to participants by using an omnibus proxy. These payments and
voting rights are governed by the customary practices between the participants
and holders of beneficial interests.
DTC will be the sole owner of the global certificates. We, the trustee and
the paying agent have no responsibility or liability for the records relating to
beneficial ownership interests in the global certificates or for the payments of
principal and interest due for the accounts of
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beneficial holders of interests in the global certificates. The global
certificates representing a series of debt securities normally may not be
transferred except by DTC to its nominees or successors in accordance with the
indenture. A series of debt securities represented by global certificates will
be exchangeable for debt securities in registered form with the same terms in
authorized denominations if:
- - DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and we do not appoint a successor depositary within 90 days; or
- - we decide not to require all of the debt securities of a series to be
represented by global certificates and notify the trustee of that
decision.
Events of Default
Unless we indicate otherwise in a prospectus supplement, the following are
events of default under the indenture with respect to any issued debt
securities:
- - failure to pay the principal or any premium on any debt security of that
series when due;
- - failure for 30 days to pay interest on any debt security of that series
when due;
- - failure to perform any other covenant in the indenture that continues for
90 days after we have been given written notice of such failure; or
- - certain events in bankruptcy, insolvency or reorganization.
An event of default for one series of debt securities does not necessarily
constitute an event of default for any other series. The trustee may withhold
notice to the debt securities holders of any default, except a payment default,
if it considers such action to be in the holders' interests.
If an event of default occurs and continues, the trustee, or the holders of
at least 25% in aggregate principal amount of the debt securities of the series,
may declare the entire principal of all the debt securities of that series to be
due and payable immediately. If this happens, subject to certain conditions, the
holders of a majority of the aggregate principal amount of the debt securities
of that series can void the acceleration of payment.
The indenture provides that the trustee has no obligation to exercise any
of its rights at the direction of any holders, unless the holders offer the
trustee reasonable indemnity. If they provide this indemnification, the holders
of a majority in principal amount of any series of debt securities have the
right to direct any proceeding, remedy, or power available to the trustee with
respect to that series.
Certain Covenants
Under the indenture, we will agree to:
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- - pay the principal, interest and any premium on the debt securities when
due;
- - maintain a place of payment;
- - deliver a report to the trustee at the end of each fiscal year reviewing
our obligations under the indenture; and
- - deposit sufficient funds with any paying agent on or before the due date
for payment of any principal, interest or any premium.
The indenture restricts our ability and the ability of certain of our
subsidiaries to encumber assets. If we, or any restricted subsidiary, as defined
below, pledge or mortgage any of our property to secure any debt, then we will,
unless an exception applies, pledge or mortgage the same property to the trustee
to secure the debt securities for as long as such debt is secured by such
property.
This restriction will not apply in certain situations. Assets may be
encumbered if the encumbrance is a permitted lien, as defined below, without
regard to the amount of debt secured by the encumbrance. Assets also may be
encumbered if the sum of the following does not exceed 10% of our consolidated
net tangible assets:
- - the amount of debt secured by such assets, plus
- - the total amount of other secured debt not permitted by this restriction,
excluding debt that is secured by a permitted lien, plus
- - the total amount of secured debt existing at the date of the indenture,
plus
- - the total amount of attributable debt in respect of certain sale-leaseback
transactions.
Permitted liens include:
- - liens on a corporation's property, stock or debt at the time it becomes a
restricted subsidiary;
- - liens on property at the time we or a restricted subsidiary acquires the
property, provided that no such lien extends to any of our other property
or any other property of a restricted subsidiary;
- - liens securing payment of a property's purchase price or to secure debt
incurred within one year after the property's acquisition for the purpose
of financing the purchase price;
- - liens securing debt owing by a restricted subsidiary to us or another
restricted subsidiary;
- - liens on property of an entity at the time such entity is merged into or
consolidated with us or a restricted subsidiary or at the time we or a
restricted subsidiary acquire all or substantially all of the assets of the
entity;
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- - liens in favor of any customer to secure payments or performance pursuant
to any contract or statute, any related indebtedness, or debt guaranteed by
a government or governmental authority;
- - liens arising pursuant to any order of attachment, distraint or similar
legal process so long as the execution or other enforcement is effectively
stayed and the claims secured are being contested in good faith by
appropriate proceedings;
- - materialmen's, suppliers', tax or similar liens arising in the ordinary
course of business for sums not overdue or which are being contested in
good faith by appropriate proceedings; and
- - any renewal, extension or replacement for any lien permitted by one of the
exceptions described above or a lien existing on the date that debt
securities of a series are first issued, provided that the renewal,
extension, or replacement is limited to all or any part of the same
property subject to the existing lien.
Except in certain circumstances, the indenture also restricts our ability
and the abilities of certain of our subsidiaries to enter into sale-leaseback
transactions. The indenture will not otherwise limit our ability to incur
additional debt, unless we tell you this in a prospectus supplement.
The following are summaries of definitions for certain terms we have just
used. For the full definition of these terms, you should refer to the form of
the indenture filed as an exhibit to the registration statement.
Attributable debt for a lease means the carrying value of the capitalized
rental obligation determined under generally accepted accounting principles.
Consolidated net tangible assets means our total assets, including the
assets of our subsidiaries, as reflected in our most recent balance sheet, less
current liabilities, goodwill, patents and trademarks.
Principal property means, with certain exceptions, any manufacturing
facility located in the United States and owned by us or by one or more
restricted subsidiaries and which has, as of the date the lien is incurred, a
net book value, after deduction of depreciation and similar charges, greater
than 3% of consolidated net tangible assets, or any manufacturing facility or
other property declared to be a principal property by our chief executive
officer or chief financial officer by delivery of a certificate to that effect
to the trustee.
Restricted subsidiary means one of our subsidiaries that has substantially
all of its assets located in, or carries on substantially all of its business
in, the United States and that owns a principal property, except that a
subsidiary shall not be a restricted subsidiary if its shares are registered
with the SEC or if it is required to file periodic reports with the SEC.
Sale-leaseback transaction means, subject to certain exceptions, an
arrangement pursuant to which we, or a restricted subsidiary, transfer a
principal property to a person and contemporaneously lease it back from that
person.
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Consolidation, Merger or Sale
We may neither consolidate with nor merge into another corporation nor
transfer all or substantially all of our assets to another corporation unless:
- - the successor corporation assumes all of our obligations under the debt
securities and the indenture;
- - immediately after giving effect to the transaction, no event of default
and no circumstances which, after notice or lapse of time or both, would
become an event of default, shall have happened and be continuing; and
- - we have delivered to the trustee an officers' certificate and a legal
opinion confirming that we have complied with the indenture.
Redemption, Sinking Fund and Defeasance
We may redeem some or all of the debt securities at our option, subject to
the conditions stated in the applicable prospectus supplement. If a series of
debt securities is subject to a sinking fund, the prospectus supplement will
describe those terms.
The indenture permits us to discharge or defease certain of our obligations
for any series of debt securities at any time. We may defease a series of debt
securities by depositing with the trustee cash or government securities
sufficient to pay all sums due on that series. Under certain circumstances, if
we defease a series of debt securities, our legal obligation to pay principal,
interest and any premium on that series will be discharged. We can defease one
series of debt securities without defeasing any other series.
Under U.S. federal income tax law, a discharge of our obligation to pay
principal, interest and any premium on the debt securities would be treated as
an exchange of the debt securities for a new security representing an interest
in the trust. Each holder would be required to recognize gain or loss equal to
any difference between the holder's cost or other tax basis for the debt
securities and the value of the holder's interest in the trust. Holders would
not be required to recognize gain or loss in the event of a defeasance of
certain contractual obligations without a discharge of our legal obligation to
pay principal, interest and any premium on the debt securities. Prospective
investors are urged to consult their own tax advisers as to the consequences of
a discharge, including the applicability and effect of tax laws other than U.S.
federal income tax law.
Changes to the Indenture
Holders who own more than 50% in principal amount of the debt securities of
a series can agree with us to change the provisions of the indenture relating to
that series. However, no change can affect the payment terms or the percentage
required to change other terms without the consent of all holders of debt
securities of the affected series.
We may enter into supplemental indentures for other specified purposes and
to make changes that would not materially adversely affect your interests,
including the creation of any new series of debt securities, without the consent
of any holder of debt securities.
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Initial Trustee
U.S. Bank Trust National Association will serve as trustee under the
indenture. It also is the trustee under other indentures pursuant to which our
debt securities have been issued. If we use a different trustee for any debt
securities, we will let you know in a prospectus supplement.
Plan of Distribution
We may sell any series of debt securities:
- - through underwriters or dealers;
- - through agents; or
- - directly to one or more purchasers.
For each series of debt securities, the prospectus supplement will
describe:
- - the initial public offering price;
- - the names of any underwriters, dealers or agents;
- - the purchase price of the debt securities;
- - our proceeds from the sale of the debt securities;
- - any underwriting discounts, agency fees, or other compensation payable to
underwriters or agents;
- - any discounts or concessions allowed or reallowed or paid to dealers; and
- - the securities exchanges on which the debt securities will be listed, if
any.
If we use underwriters in the sale, they will buy the debt securities for
their own account. The underwriters may then resell the debt securities in one
or more transactions at a fixed public offering price or at varying prices
determined at the time of sale or thereafter. The obligations of the
underwriters to purchase the debt securities will be subject to certain
conditions. The underwriters will be obligated to purchase all the debt
securities offered if they purchase any debt securities. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
If we use dealers in the sale, we will sell debt securities to such dealers
as principals. The dealers may then resell the debt securities to the public at
varying prices to be determined by such dealers at the time of resale. If we
use agents in the sale, they will use their reasonable best efforts to solicit
purchases for the period of their appointment. If we sell directly, no
underwriters or agents would be involved. We are not making an offer of debt
securities in any state that does not permit such an offer.
13
Underwriters, dealers and agents that participate in the debt securities
distribution may be deemed to be underwriters as defined in the Securities Act
of 1933. Any discounts, commissions, or profit they receive when they resell
the debt securities may be treated as underwriting discounts and commissions
under that Act. We may have agreements with underwriters, dealers and agents to
indemnify them against certain civil liabilities, including certain liabilities
under the Securities Act of 1933, or to contribute with respect to payments that
they may be required to make.
We may authorize underwriters, dealers or agents to solicit offers from
certain institutions whereby the institution contractually agrees to purchase
the debt securities from us on a future date at a specified price. This type of
contract may be made only with institutions that we specifically approve. Such
institutions could include banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The underwriters, dealers
or agents will not be responsible for the validity or performance of these
contracts.
Underwriters, dealers and agents may be our customers or may engage in
transactions with us or perform services for us in the ordinary course of
business.
Validity of the Debt Securities
King & Spalding, Washington, D.C., will issue an opinion about the legality
of the debt securities for us. Underwriters, dealers or agents, who we will
identify in a prospectus supplement, may have their counsel opine about certain
legal matters relating to the debt securities.
Experts
Ernst & Young LLP, our independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998 as set forth in their report, which is incorporated by
reference into this prospectus. Our consolidated financial statements are
incorporated by reference in reliance upon their report, given upon their
authority as experts in accounting and auditing.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses, other than underwriting
discounts and commissions, expected to be incurred in connection with the
offering or offerings described in this registration statement. All amounts are
estimated except the Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee $ 695,000
Trustee fees and expenses 78,000
Legal fees and expenses 200,000
Accounting fees and expenses 200,000
Printing and engraving fees and expenses 123,500
Rating agency fees 150,000
Blue Sky fees and expenses (including legal fees) 20,000
Miscellaneous 13,500
----------
Total $1,480,000
----------
Item 15. Indemnification of Directors and Officers.
The Corporation's Bylaws provide that the Corporation shall indemnify and
advance expenses to its currently acting and its former directors to the fullest
extent permitted by the Maryland General Corporation Law, and that the
Corporation may indemnify and advance expenses to its officers to the same
extent as its directors and to such further extent as is consistent with law.
The Maryland General Corporation Law provides that a corporation may indemnify
any director made a party to any proceeding by reason of service in that
capacity unless it is established that: (1) the act or omission of the director
was material to the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty, or (2)
the director actually received an improper personal benefit in money, property
or services, or (3) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. The statute
permits Maryland corporations to indemnify its officers, employees or agents to
the same extent as its directors and to such further extent as is consistent
with law. In addition to indemnification, the officers and directors of the
Corporation are covered by certain insurance policies maintained by the
Corporation.
The Corporation's Charter provides that, to the fullest extent that
limitations on the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the Corporation,
shall have any liability to the Corporation or any of its
II-1
stockholders for monetary damages. The Maryland General Corporation Law
provides that a corporation's charter may include a provision which restricts or
limits the liability of its directors or officers to the corporation or its
stockholders for money damages except: (1) to the extent that it is proved that
the person actually received an improper benefit or profit in money, property or
services, for the amount of the benefit or profit in money, property or services
actually received, or (2) to the extent that a judgment or other final
adjudication adverse to the person is entered in a proceeding based on a finding
in the proceeding that the person's action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in the proceeding. In situations to which the Charter provision
applies, the remedies available to the Corporation or a stockholder are limited
to equitable remedies such as injunction or rescission. This provision would
not, in the opinion of the Securities and Exchange Commission, eliminate or
limit the liability of directors and officers under the federal securities law.
The form of Underwriting Agreement filed as an exhibit to this registration
statement provides for indemnification by the Corporation of the underwriters or
controlling persons of the underwriters under certain circumstances.
Item 16. Exhibits.
1 Form of Underwriting Agreement.*
4(a) Form of Indenture. *
4(b) Form of U.S. $ Dominated Note/Debenture.*
5 Opinion of King & Spalding.*
12 Statement regarding computation of ratios of earnings to fixed
charges.
23(a) Consent of Ernst & Young LLP, Independent Auditors.
23(b) Consent of King & Spalding, included in Exhibit 5.*
24 Powers of Attorney.*
25 Form T-1, Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939.*
*Previously filed
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment o this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective
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amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this
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registration statement in reliance upon rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(j) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland, the 24th day of March,
1999.
LOCKHEED MARTIN CORPORATION
By: /s/ Marian S. Block
--------------------------------------------
Marian S. Block
Vice President and Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman and Chief Executive March 24, 1999
- ----------------------
Vance D. Coffman Officer (Principal Executive Officer)
* Vice President and Chief Financial
- ----------------------
Philip J. Duke Officer (Principal Financial Officer) March 24, 1999
* Vice President and Controller March 24, 1999
- ----------------------
Todd J. Kallman (Principal Accounting Officer)
The registration statement also has been signed on the date indicated by
the following directors, who constitute a majority of the Board of Directors:
Norman R. Augustine* Vincent N. Marafino*
Marcus C. Bennett* Eugene F. Murphy*
Lynne V. Cheney* Allen E. Murray*
Vance D. Coffman* Frank Savage*
Houston I. Flournoy* Peter B. Teets*
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James F. Gibbons* Carlisle A.H. Trost*
Edward E. Hood, Jr.* James R. Ukropina*
Caleb B. Hurtt* Douglas C. Yearley*
Gwendolyn S. King*
*By: /s/ Stephen M. Piper March 24, 1999
--------------------
Stephen M. Piper (As Attorney-in-fact)
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Exhibit 12
LOCKHEED MARTIN CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS, EXCEPT RATIO)
Year Ended December 31,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
EARNINGS:
Earnings from continuing operations before income taxes $1,661 $1,937 $2,033 $1,089 $1,675
Interest expense 861 842 700 289 311
Amortization of debt premium and discount, net (4) (3) (1) (1) (7)
Portion of rents representative of an interest factor 50 86 123 53 57
Losses and undistributed earnings of 50% and less than 50%
owned companies, net (8) (11) 27 (15) (1)
------ ------ ------ ------ ------
Adjusted earnings from continuing operations before
income taxes $2,560 $2,851 $2,882 $1,415 $2,035
====== ====== ====== ====== ======
FIXED CHARGES
Interest expense 861 842 700 289 311
Capitalized interest 10 5 2 1 4
Amortization of debt premium and discount, net (4) (3) (1) (1) (7)
Portion of rents representative of an interest factor 50 86 123 53 57
------ ------ ------ ------ ------
Total fixed charges $917 $930 $824 $342 $365
====== ====== ====== ====== ======
RATIO OF EARNINGS TO FIXED CHARGES 2.8X 3.1X 3.5X 4.1X 5.6X
====== ====== ====== ====== ======
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Pre-
Effective Amendment No. 2 to Form S-3 (Registration Statement No. 333-71409) and
related Prospectus of Lockheed Martin Corporation for the shelf registration of
$2.5 billion of debt securities and to the incorporation by reference therein of
our report dated January 22, 1999, except for the third paragraph of Note 4, as
to which the date is February 11, 1999, with respect to the consolidated
financial statements of Lockheed Martin Corporation incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
March 17, 1999
