General Electric Co – ‘SC 13D/A’ on 9/1/94 re: Lockheed Martin Investment Management Co

As of:  Thursday, 9/1/94   ·   Accession #:  40545-94-20   ·   File #:  5-42447

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           3     11K 
                          Ownership                                              
 2: EX-99.C     Miscellaneous Exhibit                                  3     15K 
 3: EX-99.D     Miscellaneous Exhibit                                  2     10K 

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

SC 13D/A
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1                                                                         

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 13D/A  
(Amendment No. 1) 

MARTIN MARIETTA 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)  

BENJAMIN W. HEINEMAN, JR. 
GENERAL ELECTRIC COMPANY  
3135 Easton Turnpike  
Fairfield, CT 06431 
Tel. No.: 203-373-2492  
(Name, Address and Telephone Number of  
Person Authorized to Receive Notices and Communications)  

August 29, 1994 
(Date of Event which Requires Filing of 
this Statement) 

SC 13D/A
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   GE hereby amends and supplements its Statement on Schedule 13D filed on
April 12, 1993 (the "Original Statement") with respect to the common stock,     
$1.00 par value per share, of Martin Marietta Corporation as set forth in this  
Amendment No. 1.                                                                

  Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Original Statement.  

Item 6.  Contracts, Arrangements, Understandings or                             
------------------------------------------                    
Relationships with Respect to Securities                      
----------------------------------------                      
of the Company                                                
--------------                                                

The response set forth in Item 6 of the Original Statement is hereby
incorporated by reference and is amended and supplemented by the following:     

 On August 29, 1994, the Company, GE and Parent Corporation ("Parent")
entered into a Reconfiguration Agreement and an Agreement as to tax matters.    
These agreements were signed in contemplation of the transactions set forth in  
the Agreement and Plan of Reorganization dated as of August 29, 1994 (the       
"Reorganization Agreement") among the Company, Lockheed Corporation and         
Parent, providing for a combination of the businesses of the Company and        
Lockheed.  Such transactions would include a conversion of the Company          
preferred stock held by GE into preferred stock of Parent.                      

The agreements with GE referred to above, among other matters, (i)  
commit GE's management to support the proposed combination and to recommend to  
GE's Board of Directors that (a) GE's preferred stock of the Company be voted   
in favor of such transactions and (b) GE not assert any appraisal or            
dissenter's rights in connection with such transactions; (ii) place             
restrictions on GE's disposition of securities of the Company or Parent; (iii)  
upon consummation of the transactions contemplated by the Reorganization        
Agreement, modify the existing Standstill Agreement such that it will apply to  
Parent; and (iv) protect GE against unfavorable tax consequences that it might  
incur as a result of the foregoing.                                             

SC 13D/A
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    The terms of the GE agreements are incorporated herein by reference, and
the foregoing summary is qualified in its entirety by reference to the copies   
thereof attached hereto.                                                        

Item 7.   Material to be Filed as Exhibits                                      
--------------------------------                            

The response set forth in Item 7 of the Original Statement is hereby
incorporated by reference and is hereby amended and supplemented by the         
following:                                                                      

 Exhibit 99(c)   Reconfiguration Agreement dated August 29, 1994
              among GE, the Company and Parent Corporation

   Exhibit 99(d)   Agreement as to tax matters dated August 29, 1994
              among GE, the Company and Parent Corporation

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: September 1, 1994                                                         

    GENERAL ELECTRIC COMPANY

         By: Benjamin W. Heineman, Jr.
                     ---------------------------------
                  Senior Vice President, General
         Counsel and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/1/94		3					8-A12B,  8-K
		8/29/94		1		3			8-K
		4/12/93		2
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