-----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, C1clQctVDHGKaC4L1E6PnKU/ppFv/xJ9X9mdvcsnMYjljETmBhUEzIzHKlqAvacP 3ME26zpGKTVTrON3ydejCQ== 0000950172-96-000174.txt : 19960416 0000950172-96-000174.hdr.sgml : 19960416 ACCESSION NUMBER: 0000950172-96-000174 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960412 SROS: NYSE GROUP MEMBERS: LAC ACQUISITION CORPORATION GROUP MEMBERS: LOCKHEED MARTIN CORP GROUP MEMBERS: LOCKHEED MARTIN CORPORATION 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: 96546884 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 DR 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. 8 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. EX-99 2 EXHIBIT (A)(15) 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----