Loral Corp/NY – ‘SC 14D9/A’ on 1/26/96 re: Loral Corp/NY

As of:  Friday, 1/26/96   ·   Accession #:  899140-96-45   ·   File #:  5-14282

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Solicitation Recomendation Statement                   7     26K 
 2: EX-99.17    Piven Complaint                                       13     27K 
 3: EX-99.18    Goltz & Zucker Complaint                              16     34K 
 4: EX-99.19    Notice to Plan Participants                            5     18K 

SC 14D9/A   —   Solicitation Recomendation Statement
Document Table of Contents

SC 14D9/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

 Solicitation/Recommendation Statement
 pursuant to Section 14(d)(4) of the
 Securities Exchange Act of 1934

 (Amendment No. 1)

 Loral Corporation
 (Name of Subject Company)

 Loral Corporation
(Name of Person(s) Filing Statement)

Common Stock, par value $.25 per share
(Title of Class of Securities)

 543859 10 2
 (CUSIP Number of Class of Securities)

Michael B. Targoff
 Senior Vice President and Secretary
 Loral Corporation
600 Third Avenue
New York, New York 10016

(212) 697-1105

  (Name and address and telephone number of person
authorized to receive notice and communications on
behalf of the person(s) filing statement) 

 with a copy to:

Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
 One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000

SC 14D9/A
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                  This   Amendment   No.   1   amends   and    supplements   the
Solicitation/Recommendation  Statement on Schedule 14D-9 (as such may be amended
from time to time,  the  "Schedule  14D-9")  filed on January  16, 1996 by Loral
Corporation,  a New  York  corporation  (the  "Company"  or  "Loral"),  with the
Securities and Exchange  Commission (the  "Commission"),  relating to the tender
offer (the "Offer") by LAC Acquisition Corporation,  a New York corporation (the
"Purchaser")  and a wholly-owned  subsidiary of Lockheed Martin  Corporation,  a
Maryland  corporation  ("Parent"  or "Lockheed  Martin"),  disclosed in a Tender
Offer  Statement on Schedule  14D-1 (the  "Schedule  14D-1"),  dated January 12,
1996, for all outstanding shares of common stock (the "Common Stock"), par value
$.25 per share,  of the Company,  and the  associated  preferred  stock purchase
rights (the "Rights," and together with the Common Stock,  the "Shares"),  for a
per Share  consideration of $38.00 net in cash to the seller, upon the terms and
subject to the conditions  set forth in the Agreement and Plan of Merger,  dated
as of January 7, 1996 (the "Merger Agreement"),  among Parent, the Purchaser and
the Company.                                                                    

                  All  capitalized  terms used herein but not otherwise  defined
herein  shall have the  meanings  ascribed  thereto in the  Schedule  14D-9.  In
connection with the foregoing, the Company is hereby amending the Schedule 14D-9
as follows:                                                                     

Item 8.  Additional Information to be Furnished.                                

         Item 8 is amended and  supplemented  by the  addition of the  following
paragraphs thereto:                                                             

                         "Hart-Scott-Rodino  Filings.  On  January  24,  1996,
         Loral  received a notice  from  Lockheed  Martin that  Lockheed  Martin
         intends  to file on or about  January  24,  1996,  and  Loral  has been
         informed  that  Lockheed  Martin  did  file  on  January  24,  1996,  a
         Notification  and Report Form  pursuant to the HSR Act with  respect to
         the Offer. On January 24, 1996,  Loral filed a Notification  and Report
         Form  pursuant  to the HSR Act with  respect  to the  Offer.  Under the
         provisions  of the HSR Act  applicable  to the Offer,  the  purchase of
         Shares under the Offer may not be consummated until the expiration of a
         15-calendar  day  waiting  period  following  such  filing by  Lockheed
         Martin. Accordingly,  the waiting period with respect to the Offer will
         expire at 11:59 p.m.,  New York City time, on February 8, 1996,  unless
         Lockheed Martin or Loral receives a request for additional  information
         or  documentary  material,  or  the  Antitrust  Division  and  the  FTC
         terminate  the waiting  period  prior  thereto.  Section 16 of Lockheed
         Martin's Offer to Purchase sets forth additional  information  relating
     to the HSR Act and such waiting period as they relate to the Offer.

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                           Piven Lawsuit. The Company,  certain of its directors
         (the  "Director  Defendants")  and  Lockheed  Martin have been named as
         defendants in a purported class action lawsuit entitled Sylvia B. Piven
         v. Loral Corp.,  Bernard L.  Schwartz,  Frank C. Lanza,  Howard Gittis,
         Robert B. Hodes,  Gershon Kekst,  Charles  Lazarus,  Donald E. Shapiro,
         Allen W. Shinn, Thomas J. Stanton,  Jr., Daniel Yankelovich,  Arthur L.
         Simon, and Lockheed Martin Corp., Index Number 96-100390 (such lawsuit,
         the "Piven Lawsuit"), which was filed in the Supreme Court of the State
         of New York,  in the County of New York,  on or about  January 9, 1996.
         The plaintiff in the Piven Lawsuit  served a copy of the complaint (the
         "Piven  Complaint")  upon the Company and the  Director  Defendants  on
         January 19, 1996 and  purportedly  served a copy of the complaint  upon
         Lockheed  Martin  thereafter.  Such action  purports to be brought as a
         class action on behalf of all  stockholders  of the Company.  The Piven
         Complaint  alleges,   among  other  things,  that  (a)  the  defendants
         allegedly sought to enrich and/or entrench themselves at the expense of
         the  Company's  stockholders,  (b) the  Director  Defendants  allegedly
         breached  their  fiduciary  duties  and  allegedly  have not  protected
         stockholders  from any  alleged  conflicts  of  interest  between  such
         Defendant Directors and the Company's stockholders,  (c) the defendants
         allegedly have taken advantage of their allegedly superior  information
         regarding the Company's  relative values,  (d) the Director  Defendants
         allegedly did not seek other  purchasers for the Company at the highest
         possible  price for Loral  stockholders  and allegedly  sought to chill
         third party offers for the Company,  and (e) Parent allegedly  induced,
         aided  and  abetted  the  breach  of  fiduciary  duty  by the  Director
Defendants.                                                   

                           As relief,  the Piven  Complaint  seeks,  among other
         things, (a) a declaration that the defendants conduct is unfair, unjust
         and inequitable to plaintiff and other members of the purported  class,
         (b)  an  injunction   preliminarily   and  permanently   enjoining  the
         defendants from taking any steps to complete the Offer,  the Merger and
         the Spin-Off (the "Transaction"), (c) the award of compensatory damages
         in an unspecified  amount, and (d) the award to plaintiff of attorney's
         fees and costs.  Loral believes that the Piven Lawsuit is without merit
         and intends to vigorously defend such action.  The above summary of the
         Piven  Lawsuit  does not purport to be complete and is qualified in its
         entirety by reference to the full text of the Piven complaint, which is
         attached as Exhibit 17 hereto and which is hereby  incorporated  herein
by reference.                                                 

SC 14D9/A
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                           Goltz  Lawsuit.   The  Company  and  certain  of  its
         directors and officers (the "Individual Defendants") have been named as
         defendants in a purported  class action lawsuit  entitled  Arthur Goltz
         and Murray Zucker v. Loral Corporation,  Bernard L. Schwartz,  Frank C.
         Lanza, Howard Gittis,  Robert B. Hodes, Gershon Kekst, Charles Lazarus,
         Malvin A.  Ruderman,  E.  Donald  Shapiro,  Allen M.  Shinn,  Thomas J.
         Stanton,  Jr.,  Daniel  Yankelovich,  Michael  P.  DeBlasio,  Robert V.
         LaPenta and Michael B. Targoff, Case Number BC142098 (such lawsuit, the
         "Goltz Lawsuit"), which was filed in the Superior Court of the State of
         California, in the County of Los Angeles, on or about January 22, 1996.
         Such action  purports to be brought as a class  action on behalf of all
         shareholders of the Company.  The complaint (the "Goltz  Complaint") in
         the Goltz Lawsuit alleges,  among other things, that (a) the Individual
         Defendants  allegedly  breached  their  fiduciary  duties and failed to
         attempt in good faith to maximize  shareholder value in connection with
         the  Transaction,  (b) the Individual  Defendants  allegedly  sought to
         entrench  themselves in their  position with the Company at the expense
         of the Company's stockholders,  (c) the Individual Defendants allegedly
         sought to thwart third party offers for the Company allegedly  through,
         among  other  things,  the  adoption of a  shareholder  rights plan and
         providing  in  the  Merger   Agreement   for  the  payment  of  certain
         termination  fees under certain  circumstances,  and (d) the Individual
         Defendants  allegedly have not protected  stockholders from any alleged
         conflicts  of  interest  between  such  Individual  Defendants  and the
Company's stockholders.                                       

                           As relief,  the Goltz  Complaint  seeks,  among other
         things,  (a) an injunction  enjoining  the  defendants to fulfill their
         fiduciary duties by seeking third party offers for the Company,  (b) an
         injunction  enjoining the  Transaction  and enjoining  defendants  from
         enforcing  either the Company's  shareholder  rights plan or the Merger
         Agreement  provisions for the payment of certain  termination fees, (c)
         the award of compensatory damages in an unspecified amount, and (d) the
         award to plaintiff of attorney's  fees and costs.  Loral  believes that
         the Goltz  Lawsuit is without  merit and intends to  vigorously  defend
         such action. The above summary of the Goltz Lawsuit does not purport to
         be complete  and is  qualified in its entirety by reference to the full
         text of the Goltz Complaint, which is attached as Exhibit 18 hereto and
which is hereby incorporated herein by reference.             

                           NYSE Inquiry.  On January 19, 1996,  Loral received a
         written  inquiry  from the New York  Stock  Exchange  (the  "NYSE")  in
         connection  with  the  NYSE's  regularly  conducted  review  of  market
         activity surrounding significant corporate announcements. In connection
         with the Transaction, the NYSE has initiated a review of the trading in
         common stock of the Company  which  preceded the January 8, 1996 public
         announcement  that the Company and Lockheed  Martin were  entering into
         the Transaction.  The NYSE has requested,  and Loral intends to provide
         to the NYSE,  certain  information  relating to the Transaction and the
events preceding such public announcement.                    

SC 14D9/A
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                           Information  Statement.  On January 24,  1996,  Loral
         Space &  Communications  Ltd. ("Loral Space") filed with the Commission
         pursuant to the Exchange Act a Registration  Statement on Form 10 (such
         document,  which includes and incorporates by reference the Information
         Statement, the "Form 10") with respect to the Loral Space Common Stock.
         As noted in the Schedule 14D-9,  the  Distribution is conditioned  upon
         the satisfaction or waiver of a number of conditions,  including, among
         others,  the  condition  that  the  Form 10 shall  have  been  declared
         effective  by  the  Commission.  Pursuant  to  Section  3.1(a)  of  the
         Distribution Agreement,  the Company and Loral Space have agreed to use
         their respective reasonable efforts to cause the Form 10 to be declared
effective under the Exchange Act."                            

Item 9.  Material To Be Filed As Exhibits.                                      

Exhibit 17.                Complaint in an action filed in the Supreme Court    
                   of the State of New York, County of New York,
                        entitled Sylvia B.  Piven v.  Loral Corp., Bernard
                   L.  Schwartz, Frank C.  Lanza, Howard Gittis,
                       Robert B.  Hodes, Gershon Kekst, Charles Lazarus,
                    Donald E.  Shapiro, Allen M.  Shinn, Thomas J.
                        Stanton, Jr., Daniel Yankelovich, Arthur L. Simon,
                        and Lockheed Martin Corp., Index Number 96-100390.

Exhibit 18.                Complaint in an action filed in the Superior Court   
                      of the State of California, in the County of Los
                         Angeles, entitled Arthur Goltz and Murray Zucker v.
                      Loral Corporation, Bernard L. Schwartz, Frank C.
                    Lanza, Howard Gittis, Robert B. Hodes, Gershon
                    Kekst, Charles Lazarus, Malvin A. Ruderman, E.
                         Donald Shapiro, Allen M. Shinn, Thomas J.  Stanton,
                   Jr., Daniel Yankelovich, Michael P. DeBlasio,
                    Robert V. LaPenta and Michael B. Targoff, Case
Number BC142098.          

Exhibit 19                 Copy of notice to plan participants from Fidelity    
                        Management Trust Company, as trustee under certain
                        benefit plans ("Fidelity"), relating to the Offer,
                      and accompanying form of instruction to Fidelity
  from such plan participants.

SC 14D9/A
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 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.                                                     

Dated:  January 25, 1996                                                        

                           LORAL CORPORATION

                                    By: /s/ Michael B. Targoff
                                           Name:  Michael B. Targoff
                                              Title: Senior Vice President
                                             and Secretary

SC 14D9/A
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                                           EXHIBIT INDEX

Exhibit No.                Exhibit                                              

Exhibit 99.17.             Complaint in an action filed in the Supreme Court    
                   of the State of New York, County of New York,
                        entitled Sylvia B.  Piven v.  Loral Corp., Bernard
                   L.  Schwartz, Frank C.  Lanza, Howard Gittis,
                       Robert B.  Hodes, Gershon Kekst, Charles Lazarus,
                    Donald E.  Shapiro, Allen M.  Shinn, Thomas J.
                        Stanton, Jr., Daniel Yankelovich, Arthur L. Simon,
                        and Lockheed Martin Corp., Index Number 96-100390.

Exhibit 99.18.             Complaint in an action filed in the Superior Court   
                      of the State of California, in the County of Los
                         Angeles, entitled Arthur Goltz and Murray Zucker v.
                      Loral Corporation, Bernard L. Schwartz, Frank C.
                    Lanza, Howard Gittis, Robert B. Hodes, Gershon
                    Kekst, Charles Lazarus, Malvin A. Ruderman, E.
                         Donald Shapiro, Allen M. Shinn, Thomas J.  Stanton,
                   Jr., Daniel Yankelovich, Michael P. DeBlasio,
                    Robert V. LaPenta and Michael B. Targoff, Case
Number BC142098.          

Exhibit 99.19              Copy of notice to plan participants from Fidelity    
                        Management Trust Company, as trustee under certain
                        benefit plans ("Fidelity"), relating to the Offer,
                      and accompanying form of instruction to Fidelity
  from such plan participants.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
		2/8/96		2
Filed on:		1/26/96
		1/25/96		6					SC 14D1/A
		1/24/96		2		5
		1/22/96		4
		1/19/96		3		4
		1/16/96		2					8-K,  SC 14D1/A,  SC 14D9,  SC 14F1
		1/12/96		2					SC 14D1
		1/9/96		3
		1/8/96		4
		1/7/96		2					8-K,  8-K/A
									List all Filings