-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PxlsJFC2QiIaNHtEt+N25xJ37VN1vXP0hmW8HvH7Sl2gHE1GIbuB2raFOkTDWeWN 02G1YFSxjXVguUxcg92nTA== 0000950172-96-000062.txt : 19960208 0000950172-96-000062.hdr.sgml : 19960208 ACCESSION NUMBER: 0000950172-96-000062 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960207 SROS: NYSE GROUP MEMBERS: LAC ACQUISITION CORPORATION GROUP MEMBERS: LOCKHEED MARTIN CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL CORP /NY/ CENTRAL INDEX KEY: 0000060357 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 131718360 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14282 FILM NUMBER: 96512874 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOCKHEED MARTIN CORP CENTRAL INDEX KEY: 0000936468 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 521893632 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 6801 ROCKLEDGE DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3018976000 MAIL ADDRESS: STREET 1: 6801 ROCKLEDGE DRIVE CITY: BETHESDA STATE: MD ZIP: 20817 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 3 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 -----END PRIVACY-ENHANCED MESSAGE-----