Lockheed Martin
Corporation announced today that it intends to offer to purchase
for cash up to $1.15 billion in principal amount of two of its outstanding
debt issues. The offer is for any and all of the outstanding 7.25% Notes due
2006, originally issued by Lockheed Martin Corporation (the “7.25% Notes”),
and the outstanding 8.375% Debentures due 2024, originally issued by Loral
Corporation (the “8.375% Debentures”), collectively the “Securities”.
Each tender offer will commence on Thursday, August 7, 2003, and expire at
5:00 p.m., New York City time, on Thursday, August 14, 2003, unless extended
or earlier terminated. Holders of the Securities wishing to tender may do so
at anytime between 9:00 a.m. and 5:00 p.m., New York City time, on any New
York Stock Exchange trading day during the period in which the offers are
open. A tender of Securities pursuant to the offers becomes irrevocable by
the tendering holder at the time of tender, and there are no withdrawal rights
with respect to the offers. Each offer is independent of the other offer and
may be amended, extended or terminated independently of the other offers. The
offers are not contingent upon the tender of any minimum principal amount of
Securities. Lockheed Martin reserves the right to terminate, withdraw or
amend each of the offers at any time and from time to time, subject to
applicable law.
The table below illustrates how the purchase price for each $1,000
principal amount of each Security tendered pursuant to the applicable offer
will be determined. The purchase price will be determined in the manner
described in the Offer to Purchase by reference to the applicable fixed spread
over the yield to maturity on the Referenced Security listed below at the time
of tender, plus an amount equal to any accrued and unpaid interest to but
excluding the date of payment of the purchase price.
Aggregate U.S.
Principal Treasury Bloomberg
CUSIP Amount Series of Maturity Reference Reference Fixed Dealer
Number Outstanding Securities Date Security Source Spread Manager
539830 $750,000,000 7.25% 5/15/06 2.000% PX5 30 bps JPMorgan
AC 3 Notes U.S.
Treasury
Note due
May 2006
543859 $400,000,000 8.375% 6/15/24 5.375% PX8 95 bps Goldman,
AK 8 Debentures U.S. Sachs
Treasury
Bond due
February
2031
The tender offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated August 7, 2003. J.P. Morgan
Securities Inc. and Goldman, Sachs & Co. will serve as Dealer Managers for the
tender offers. Settlement of the tender offers will occur on the third New
York City business day following the date of tender of the applicable
Securities. The 7.25% Notes, shall be repurchased only through J.P. Morgan
Securities, Inc. The 8.375% Debentures shall be repurchased only through
Goldman, Sachs & Co.
Questions concerning the terms of the tender offers may be directed to
J.P. Morgan Securities Inc. at (866) 834-4666 or Goldman, Sachs & Co at (800)
828-3182. Questions concerning the procedures for tendering Securities or
requests for the Offer to Purchase documents may be directed to Morrow & Co.,
Inc., the Information Agent, at 800-654-2468 or 212-754-8000.
Headquartered in Bethesda, Md., Lockheed Martin employs about 125,000
people worldwide and is principally engaged in the research, design,
development, manufacture and integration of advanced technology systems,
products and services. The corporation reported 2002 sales of $26.6 billion.
NOTE: The statements in this press release that are not historical
statements, including statements regarding future financial performance, are
considered forward-looking statements within the meaning of the federal
securities laws. These statements are subject to risks, uncertainties and
other factors, many of which are beyond the Corporation’s control, which could
cause the Corporation’s actual performance to be materially different from
those expressed or implied by the statements. The Corporation expressly
disclaims a duty to provide updates to forward-looking statements, and the
estimates and assumptions associated with them, after the date of this press
release to reflect the occurrence of subsequent events, changed circumstances
or changes in the Corporation’s expectations.
In addition to the factors set forth in the Corporation’s 2002 Form 10-K
and first quarter 2003 Form 10-Q filed with the Securities and Exchange
Commission (www.sec.gov), the following factors could affect the Corporation’s
forward-looking statements: the ability to obtain or the timing of obtaining
future government awards; the availability of government funding and customer
requirements both domestically and internationally; changes in government or
customer priorities due to program reviews or revisions to strategic
objectives (including changes in priorities in response to terrorist threats
or to improve homeland security); difficulties in developing and producing
operationally advanced technology systems; the level of returns on pension and
retirement plan assets; charges from any future SFAS 142 review; the
competitive environment; economic business and political conditions
domestically and internationally; program performance; the timing and customer
acceptance of product deliveries; performance issues with key suppliers and
subcontractors; the Corporation’s ability to achieve or realize savings for
its customers or itself through its global cost-cutting program and other
financial management programs; and the outcome of contingencies (including
completion of any acquisitions and divestitures, litigation and environmental
remediation efforts). These are only some of the numerous factors that may
affect the forward-looking statements contained in this press release.
For additional information on Lockheed Martin Corporation, visit:
http://www.lockheedmartin.com
