SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
__________________
COMSAT CORPORATION
(Name of Subject Company)
REGULUS, LLC
LOCKHEED MARTIN CORPORATION
(Bidders)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
20564D107
(CUSIP Number of Class of Securities)
STEPHEN M. PIPER, ESQ.
LOCKHEED MARTIN CORPORATION
6801 ROCKLEDGE DRIVE
BETHESDA, MARYLAND 20817
(301) 897-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Bidders)
COPY TO:
DAVID G. LITT, ESQ.
O'MELVENY & MYERS LLP
555 13TH STREET, N.W.
SUITE 500 WEST
WASHINGTON, D.C. 20004-1109
(202) 383-5300
CALCULATION OF FILING FEE
Transaction Valuation(1): $1,169,509,386 Amount of Filing Fee: $227,901
(1) Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of 25,703,503 shares of common stock,
without par value (the "Shares"), of COMSAT Corporation (the "Company") at
a price per Share of $45.50 in cash (the "Offer Price"). Such number of
shares represents 49% of the shares of Common Stock of the Company
outstanding as of September 11, 1998, minus the number of shares of the
Series II Common Stock of the Company outstanding as of September 11, 1998.
[x] 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: $227,901 Filing Parties: Regulus, LLC and
Lockheed Martin Corporation
Form or registration no.: Schedule 14D-1 Date Filed: September 25, 1998
(Continued on following page(s))
Page 2 of 9 Pages
This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") amends and supplements the Schedule 14D-1 of Regulus, LLC, a
single member Delaware limited liability company (the "Purchaser") and a wholly-
owned subsidiary of Lockheed Martin Corporation, a Maryland corporation
("Parent"), in respect of the tender offer (the "Offer") by the Purchaser to
purchase up to 49% (less certain adjustments) of the issued and outstanding
shares (the "Shares") of common stock, without par value, of COMSAT Corporation,
a District of Columbia corporation (the "Company"), at a price of $45.50 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated September 25,
1998 (the "Offer to Purchase") and in the related Letter of Transmittal. The
Offer is being made pursuant to an Agreement and Plan of Merger dated as of
September 18, 1998, among the Company, Parent and Deneb Corporation, a wholly-
owned subsidiary of Parent. The Schedule 14D-1 was initially filed with the
Securities and Exchange Commission on September 25, 1998. Capitalized terms not
defined herein have the meanings assigned thereto in the Schedule 14D-1 and the
Offer to Purchase, which is attached as Exhibit (a)(1) to the Schedule 14D-1.
The Purchaser and Parent hereby amend and supplement the Schedule 14D-1 as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 (a)-(d), (g) of the Schedule 14D-1 is hereby amended and supplemented
as follows:
The fourth paragraph after the table entitled "Lockheed Martin Corporation
Summary Financial Data" in Section 9 of the Offer to Purchase ("Certain
Information Concerning Parent and the Purchaser") contains certain minor
inaccuracies in its description of the number of shares beneficially held and
form of ownership. The text of such paragraph is amended and restated in its
entirety as follows:
"Marcus C. Bennett, Executive Vice President and Chief Financial
Officer and a director of Parent, and Caleb B. Hurtt, a director of
Parent, each also serves on the Board of Directors of the Company. Mr.
Bennett joined the Company's Board of Directors in August 1997. He
serves on the Board's Committee on Audit, Corporate Responsibility and
Ethics and on the Board's Finance Committee. Mr. Hurtt joined the
Company's Board of Directors in May 1996. He is the Chairman of the
Board's Committee on Compensation and Management Development and
serves on the Board's Nominating and Corporate Governance Committee.
Mr. Hurtt holds 1,000 shares of Company Common Stock and options to
purchase 9,922 shares of Company Common Stock, of which options with
respect to 2,480 shares are presently exercisable or will be
exercisable within sixty days. Mr Bennett holds options to purchase
4,961 shares of Company Common Stock, none of which are currently
exercisable. Both Mr. Hurtt and Mr. Bennett have elected to defer
receipt of annual retainer fees and instead have received phantom
stock units which are not included in their beneficial ownership of
Company Common Stock. Mr. Hurtt's
Page 3 of 9 Pages
account holds a balance of 2,779 phantom stock units, and Mr.
Bennett's account holds a balance of 2,009 phantom stock units. To
avoid any actual or perceived conflict of interest, each of Mr.
Bennett and Mr. Hurtt recused himself from the deliberations relating
to the transaction conducted by both Boards."
In addition, Schedule I to the Offer to Purchase ("Information Concerning the
Directors and Executive Officers of Parent and the Purchaser") is hereby amended
to delete any references to Melvin R. Brashears. Mr. Brashears resigned from
his position as Sector President and Chief Operating Officer -- Space &
Strategic Missiles of Parent, effective October 1, 1998.
Effective October 1, 1998, Parent appointed Thomas A. Corcoran to succeed Mr.
Brashears as President and Chief Operating Officer of the Space & Strategic
Missiles Sector of Parent. Before he was appointed to the position of President
and Chief Operating Officer of the Space & Strategic Missiles Sector, Mr.
Corcoran served as President and Chief Operating Officer of the Electronics
Sector of Parent and is listed in Schedule I to the Offer to Purchase
("Information Concerning the Directors and Executive Officers of Parent and the
Purchaser") as holding such position. Effective October 1, 1998, Parent
appointed Robert B. Coutts to succeed Mr. Corcoran as President and Chief
Operating Officer of the Electronics Sector of Parent.
Accordingly, Schedule I to the Offer to Purchase ("Information Concerning the
Directors and Executive Officers of Parent and the Purchaser") is hereby amended
to update the information regarding Mr. Corcoran and to add Mr. Coutts as an
executive officer of Parent. Mr. Coutts is a United States citizen. Mr.
Coutts's address is 6801 Rockledge Drive, Bethesda, Maryland 20817. Set forth
below is Mr. Coutts's present principal occupation or employment and five-year
employment history.
Page 4 of 9 Pages
NAME CURRENT POSITIONS AND PRINCIPAL OCCUPATION
OFFICES HELD WITH PARENT AND BUSINESS EXPERIENCE
Robert B. Coutts Sector President and Chief Sector President and Chief
Operating Officer--Electronics Operating Officer--Electronics
since October 1998; President of
Lockheed Martin Government
Electronic Systems from January
1997 to September 1998; President
of Lockheed Martin Aero & Naval
Systems from September, 1994 to
January, 1997; previously served as
Vice President, Material
Acquisition and Subcontract
Management in Martin Marietta
Corporation from April, 1993 to
September, 1994.
Item 2 (e) and (f) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
During the last five years, to the knowledge of Parent and the Purchaser, Mr.
Coutts (i) has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT
COMPANY.
Item 3(a)-(b) is hereby amended by the incorporation of the changes to the
fourth paragraph after the table entitled "Lockheed Martin Corporation Summary
Financial Data" in Section 9 of the Offer to Purchase ("Certain Information
Concerning Parent and the Purchaser") set forth above under Item 2.
ITEM 6. INTEREST IN SECURITIES OF SUBJECT COMPANY.
Item 6(a)-(b) is hereby amended by the incorporation of the changes to the
fourth paragraph after the table entitled "Lockheed Martin Corporation Summary
Financial Data" in Section 9 of the Offer to Purchase ("Certain Information
Concerning Parent and the Purchaser") set forth above under Item 2.
Page 5 of 9 Pages
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended by the incorporation of the changes to the fourth
paragraph after the table entitled "Lockheed Martin Corporation Summary
Financial Data" in Section 9 of the Offer to Purchase ("Certain Information
Concerning Parent and the Purchaser") set forth above under Item 2.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the addition of the following
paragraphs thereto:
The last sentence of the paragraph under Section 8 of the Offer to Purchase
("Certain Information Concerning the Company") entitled "Other Financial
Information" is hereby amended and restated in its entirety to read as follows:
"Neither Parent nor the Purchaser assumes any responsibility for the
validity, reasonableness, accuracy or completeness of the projections,
and the Company has made no representations to Parent, or the
Purchaser regarding the financial projections described above."
The introductory clause of the first paragraph of Section 14 of the Offer to
Purchase ("Certain Conditions of the Offer") is hereby amended and restated in
its entirety to read as follows:
"Notwithstanding any other provisions of the Offer, in addition to
(and not in limitation of) the Purchaser's rights pursuant to the
Merger Agreement to extend or amend the Offer, the Purchaser shall not
be required to accept for payment or, subject to any applicable rules
and regulations of the Commission, including Rule 14e-1(c) under the
Exchange Act (relating to the Purchaser's obligation to pay for or
return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or,
subject to the restriction referred to above, the payment for, any
tendered Shares, and may terminate the Offer, if any of the following
events occurs:"
The introductory clause of subparagraph (ii) of Section 14 of the Offer to
Purchase ("Certain Conditions of the Offer") is hereby amended and restated in
its entirety to read as follows:
"(ii) on or after the date of the Merger Agreement and prior to the
Expiration Date of the Offer, any of the following conditions exist:"
Page 6 of 9 Pages
The paragraph after subsection (H) of subparagraph (ii) of Section 14 of the
Offer to Purchase ("Certain Conditions of the Offer") is hereby amended and
restated in its entirety to read as follows:
"The Merger Agreement provides that the foregoing conditions are for
the sole benefit of Parent and may be asserted by Parent regardless of
the circumstances giving rise to such conditions, or may be waived by
Parent in whole or in part at any time and from time to time in its
sole discretion. The determination as to whether any of the foregoing
conditions exist shall be made by Parent in the exercise of its
reasonable judgment, except that the determination as to whether any
of the conditions set forth in Section (ii)(C) above exist shall be
determined by Parent in good faith (after consultation with the
Company). The failure by Parent or the Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right
which may be asserted at any time and from time to time."
Page 7 of 9 Pages
SIGNATURE
After due 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.
September 25, 1998
REGULUS, LLC
By: /s/ Stephen M. Piper
--------------------------------------
Name: Stephen M. Piper
Title: Vice President
(Page 9 of 11 pages)
SIGNATURE
After due 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.
September 25, 1998
LOCKHEED MARTIN CORPORATION
By: /s/ Stephen M. Piper
----------------------------------------
Name: Stephen M. Piper
Title: Associate General Counsel and
Assistant Secretary
(Page 10 of 11 pages)
