Lockheed Martin Recommends Against Responding ToMini-Tender Offer
Bethesda, MD, 21-JUN-04 -- Lockheed Martin Corporation (NYSE: LMT) today announced that it has been notified of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to two million shares of its common stock, which represents about 0.44 of a percent (or less than one-half of one percent) of its outstanding shares. Lockheed Martin cautioned stockholders that TRC's offer of $48.15 per share represented a 3.9% discount below the $50.08 per share closing price of Lockheed Martin stock on the New York Stock Exchange on June 9, 2004, the day before the offer was commenced.
Lockheed Martin recommends against tendering shares in response to TRC’s mini-tender offer. Lockheed Martin also stated that it is not associated with TRC Capital Corporation, the mini-tender offer or the offer materials.
Mini tender offers seek less than 5% of a company's stock, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC). The SEC has issued an investor alert regarding mini tender offers on its website at www.sec.gov/investor/pubs/minitend.htm. The SEC has said that mini-tender offers have been increasingly used to catch investors off guard and that investors may end up selling their securities at below-market prices. Stockholders are advised to obtain current market quotations, consult with their investment advisors and to exercise caution with respect to this offer.
DISCLOSURE NOTICE: This press release may contain forward-looking statements about Lockheed Martin’s business and other matters. Forward-looking statements relate to expectations or forecasts of future events. Please carefully consider any forward-looking statement and understand that many factors could cause actual results to differ materially from Lockheed Martin’s forward-looking statements. Lockheed Martin disclaims any duty to update any forward-looking statement. For further details and a discussion of risks and uncertainties that may affect forward-looking statements, see Lockheed Martin’s SEC filings, including Lockheed Martin’s Form 10-K filed March 8, 2004 and future SEC filings.