-----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, FIRvq6xzrbNIfuw8oAVV3uY3S86aQ3+xNaGJz+gbcgwYbuDNURopdG9HKV9f68d7 WCoXL4kDxWJiuWdF/Df/Eg== 0000950103-97-000690.txt : 19971119 0000950103-97-000690.hdr.sgml : 19971119 ACCESSION NUMBER: 0000950103-97-000690 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971118 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOCKHEED MARTIN CORP CENTRAL INDEX KEY: 0000936468 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 521893632 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45071 FILM NUMBER: 97723650 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 2033732816 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D/A 1 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) LOCKHEED MARTIN CORPORATION (Name of Issuer) COMMON STOCK $1.00 PAR VALUE (Title of Class of Securities) -------------- 572900 10 8 (CUSIP Number) GENERAL ELECTRIC COMPANY (Name of Persons Filing Statement) ROBERT E. HEALING GENERAL ELECTRIC COMPANY 3135 Easton Turnpike Fairfield, CT 06431 Tel. No.: 203-373-2243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1997 (Date of Event which Requires Filing of this Statement) -------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] =============================================================================== SCHEDULE 13D CUSIP No. 572900 10 8 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY IRS NO. 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK 7 SOLE VOTING POWER 0 (SEE ITEM 6) 8 SHARED VOTING POWER -- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 (SEE ITEM 6) 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! GE hereby amends and supplements the Statement on Schedule 13D filed on April 12, 1993 (the "Original Statement") as amended on August 29, 1994 ("Amendment No. 1") and November 4, 1997 ("Amendment No. 2") with respect to the common stock, $1.00 par value per share, of Lockheed Martin Corporation, a Maryland corporation and the successor of Martin Marietta Corporation ("Lockheed Martin"), held by GE and certain of its subsidiaries as set forth in this third and final amendment ("Amendment No. 3"). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement. Item 4. Purpose of Transaction. The response set forth in Item 4 of the Original Statement, as previously amended and supplemented, is hereby incorporated herein by reference and is amended and supplemented by the following: On November 17, 1997, pursuant to the Contribution Agreement, on terms and subject to the conditions set forth therein, Lockheed Martin contributed to LMT Sub substantially all of the assets used or held for use primarily in the conduct of two of Lockheed Martin's businesses along with a certain number of shares of common stock of Globalstar Telecommunications Limited and an amount in cash. On November 17, 1997, following the consummation of the closing under the Contribution Agreement and pursuant to the Exchange Agreement, on terms and subject to the conditions set forth therein, Lockheed Martin exchanged all of the issued and outstanding capital stock of LMT Sub for all of the Series A Convertible Preferred Stock par value $1.00 per share (the "Preferred Stock") of Lockheed Martin then owned by GE and certain of its subsidiaries. Thus, upon consummation of the transactions contemplated by the Exchange Agreement, GE and all of its subsidiaries have disposed of their entire equity interest in Lockheed Martin. Item 5. Interest in Securities of the Company. The response set forth in Item 5 of the Original Statement, as previously amended and supplemented, is hereby incorporated herein by reference and is amended and supplemented by the following: (c) On November 17, 1997, Lockheed Martin exchanged all of the issued and outstanding capital stock of LMT Sub for all of the Preferred Stock of Lockheed Martin then owned by GE and certain of its subsidiaries. Following this transaction, GE holds no outstanding shares of Common Stock, and accordingly, this Statement on Schedule 13D is hereby terminated. Except for the transactions contemplated by the Exchange Agreement described in Item 4 and the transactions set forth on Schedule A, there have been no transactions in the Common Stock of Lockheed Martin by GE in the last 60 days. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 18, 1997 GENERAL ELECTRIC COMPANY By: /s/ Robert E. Healing --------------------------------- Name: Robert E. Healing Title: Corporate Counsel SCHEDULE A TRANSACTIONS IN COMMON STOCK OF LOCKHEED MARTIN SINCE SEPTEMBER 17, 1997 BY GE OR ITS SUBSIDIARIES I. All of the dispositions of Common Stock of Lockheed Martin set forth below were made by Employers Reinsurance Corporation and GE Capital Mortgage Corporation, two wholly owned subsidiaries of GE.
Number of Date of Common Stock Nature Price Aggregate Transaction Shares Sold of Sale Per Share Sale Price - ----------- ------------ ------- --------- ---------- 11/5/97 20,000 open market $98.697 $1,973,940.00 11/6/97 17,600 open market 97.474 1,715,542.40 11/7/97 82,400 open market 95.231 7,847,034.40 11/7/97 35,000 open market 95.075 3,327,625.00 ------- -------------- 155,000 $14,864,141.80 ======= ==============
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