-----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, HYzkAMcVAShsf479n8VRj7CSkk37DUXaNdsD4CnkoeB4nCuEU2+nL+/R/Otey8a8 2LRc5vR/ZIEnY6VHipeDQw== 0000950172-96-000196.txt : 19960501 0000950172-96-000196.hdr.sgml : 19960501 ACCESSION NUMBER: 0000950172-96-000196 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960430 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: 96553794 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 - FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (Final Amendment) 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 SCHEDULE 14D-1 CUSIP No. 543859 10 2 14D-1 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS LOCKHEED MARTIN CORPORATION 52-1893632 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS: BK,OO _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION: MARYLAND _________________________________________________________________ (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 176,162,588 _________________________________________________________________ (8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 100% _________________________________________________________________ (10) TYPE OF REPORTING PERSON: HC _________________________________________________________________ SCHEDULE 14D-1 CUSIP No. 543859 10 2 14D-1 _________________________________________________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS LAC ACQUISITION CORPORATION 13-3866371 _________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) _________________________________________________________________ (3) SEC USE ONLY _________________________________________________________________ (4) SOURCE OF FUNDS: AF _________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) ( ) __________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK _________________________________________________________________ (7) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 176,162,588 _________________________________________________________________ (8) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES ( ) _________________________________________________________________ (9) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7): 100% _________________________________________________________________ (10) TYPE OF REPORTING PERSON: CO _________________________________________________________________ This Final Amendment amends and supplements the Tender Offer Statement on Schedule 14D-1 (as 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 (the "Shares"), par value $0.25 per share, of Loral Corporation (the "Company" or "Loral"). The Offer was 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 5. PURPOSE OF TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER Items 5(a) and 5(e) are hereby amended and supplemented as set forth in Item 6 below. Items 5(a) and 5(e) are hereby further amended and supplemented by the addition of the following paragraph thereto: "New York Stock Exchange. The New York Stock Exchange, Inc. ("NYSE") advised Lockheed Martin that trading in the Shares on the NYSE was suspended before the opening on April 30, 1996." Item 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented by the addition of the following paragraphs thereto: "The Offer. The Offer expired at Midnight, New York City time, on April 22, 1996. Based on the final information provided by the Depositary, a total of 166,529,814 Shares (or approximately 95%) were validly tendered and not withdrawn pursuant to the Offer, including 13,738,017 Shares tendered pursuant to notices of guaranteed delivery. The Purchaser has accepted for payment all such Shares at a purchase price of $38.00 per Share in cash. Through April 29, 1996 166,449,231 Shares had been purchased by the Purchaser pursuant to the Offer." "The Merger. On April 29, 1996 a merger of the Purchaser with and into the Company (the "Merger") pursuant to Section 905 of the New York Business Corporation Law (the "NYBCL") became effective. The Company was the Surviving Corporation in the Merger and was renamed Lockheed Martin Tactical Systems, Inc. The Merger was the second and final step in the acquisition of the Company pursuant to the Agreement and Plan of Merger dated as of January 7, 1996 (the "Merger Agreement"), among the Company, Lockheed Martin and the Purchaser. The first step was the Offer described above. Under the Merger Agreement, each Share outstanding immediately prior to the Effective Time was converted solely into the right to receive the merger consideration of $38.00 per Share in cash. As a result of the Merger, the Company became a wholly owned subsidiary of Lockheed Martin." 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 TACTICAL SYSTEMS, INC. (as successor corporation to LAC Acquisition Corporation) By:/s/ STEPHEN M. PIPER Name: Stephen M. Piper Title: Assistant Secretary Dated: April 30, 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 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----