Loral Corp/NY – ‘SC 14D9/A’ on 1/26/96 re: Loral Corp/NY – EX-99.19

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 

EX-99.19   —   Notice to Plan Participants

EX-99.19
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          82 Devonshire Street
                 Boston, Massachusetts 02109

FIDELITY MANAGEMENT TRUST COMPANY                                     

NOTICE TO PARTICIPANTS  
IN THE FOLLOWING PLANS  

The Conic Corporation Deferred Income Retirement Plan, The            
Frequency Sources, Inc. 401(k) Retirement Savings Plan, The K&F       
Industries Savings Plan, The Loral/Rolm Mil-Spec Corp. Retirement     
Income Savings Plan, The Loral Aerospace Savings Plan, The Loral      
Corporation Deferred Income Savings Plan, The Loral Defense Systems   
Retirement Savings Plan, The Loral Defense Systems Savings and        
Investment Plan, The Loral Electro-Optical Systems, Inc. 401(k)       
Matching Contribution Plan, The Loral Fairchild Corp. Savings Plan,   
The Loral Federal Systems Deferred Income Retirement Plan, The        
Loral Infrared & Imaging Systems, Inc. Savings Plan, The Loral        
Librascope Retirement Savings Plan, The Loral Vought Systems          
Corporation Capitol Accumulation Plan, The Narda Microwave            
Supplemental Retirement Savings Plan, and The Narda-Western           
Operations 401(k) Deferred Income Retirement Plan                     
(THE "PLANS")                                                         

Dear Plan Participant:                                                

Enclosed are tender offer materials and a Trustee Direction 
Form relating to an offer by LAC Acquisition Corporation (the         
"Purchaser"), a wholly owned subsidiary of Lockheed Martin            
Corporation, to purchase all outstanding shares of Common Stock,      
par value $.25 per share ("Shares"), of Loral Corporation (the        
"Company") at $38.00 per share, net to the seller in cash, without    
interest (the "Offer").  The tender offer materials comprised of      
the Purchaser's Offer to Purchase, the Letter of Transmittal and      
the Company's Recommendation Statement, which have been furnished     
to you, together describe the terms and conditions of the Offer as    
well as the facts and circumstances surrounding the Offer.  SUCH      
MATERIALS CONTAIN IMPORTANT INFORMATION THAT YOU NEED TO READ IN      
THEIR ENTIRETY PRIOR TO MAKING ANY DECISION REGARDING THE OFFER.      

In a related transaction, following the consummation of the 
Offer, the Company will distribute (the "Spin-Off") common stock of   
Loral Space & Communications Ltd. to the holders of Shares on a       
record date to be determined by the Board of Directors of the         
Company.  In no event shall the record date occur after acceptance    
of tendered Shares for payment by the Purchaser.  Even if you elect   
to tender your Shares, you will be considered the holder for          
purposes of the Spin-Off until the Purchaser accepts these Shares     
for payment.  The Company expects to distribute to shareholders an    
information statement with respect to the business, operations and    
management of this new corporation.  A copy of the information        
statement will be sent to you at that time.                           

EX-99.19
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Background                                                            

 Fidelity Management Trust Company ("Fidelity") is the trustee
of seven trusts (the "Trusts") established under the Plans.  Under    
the terms of the trust agreements between the Company and Fidelity    
establishing the Trusts, in the case of a tender offer for any        
Shares, each participant whose Plan account has an interest in        
Loral Common Stock under the Trusts has the right to direct the       
trustee to tender or not tender some or all of the Shares credited    
to such participant's Plan account invested in Loral Common Stock     
under the Trusts.                                                     

 The Trusts now hold approximately seven and one tenth percent
(7.1%) of all the Company's outstanding Shares.  The trust            
agreements require Fidelity to tender the Shares held in the Trusts   
in accordance with directions received from participants with an      
interest in Loral Common Stock under the Trusts, and have been or     
will be amended to require that, with respect to Shares for which     
no instructions are received, Fidelity tender in accordance with      
directions received from an independent fiduciary to be appointed     
by the Company.                                                       

Direction to the Trustee                                              

Only the Trustee can tender the Shares held by the Trusts.  
However, participants whose Plan accounts are credited with Shares    
held in Loral Common Stock under the Trusts have the opportunity to   
direct Fidelity to tender such Shares pursuant to the Offer.          

PLEASE NOTE THAT UNDER THE TERMS OF THE TRUSTS, FIDELITY IS 
REQUIRED TO HOLD YOUR INSTRUCTIONS IN CONFIDENCE AND IS NOT           
PERMITTED TO DISCLOSE THE CONTENTS OF YOUR DIRECTIONS TO THE          
COMPANY, THE PURCHASER OR ANY EMPLOYEE OR OFFICER THEREOF.            

Instructions                                                          

In order to be assured that your tender instructions to     
Fidelity will be followed, you must, in accordance with the           
procedures set forth below, complete, sign, date and return the       
enclosed Direction Form to Fidelity as soon as possible, BUT IN NO    
EVENT LATER THAT 12:00 MIDNIGHT, NEW YORK TIME, ON MONDAY, FEBRUARY   
5, 1996, UNLESS THE OFFER IS EXTENDED.  PLEASE COMPLETE AND RETURN    
THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE       
OFFER.                                                                

EX-99.19
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You may change, amend or rescind your directions to Fidelity
at any time prior to the deadline specified in the preceding          
paragraph by delivering to Fidelity a new Direction Form.  Upon       
receipt of a timely change, amendment or rescission of a previously   
delivered Direction Form, any previous instructions will be deemed    
canceled.  Additional Direction Forms and transmittal envelopes can   
be obtained by telephoning the Loral Savings Plan Service Center at   
1-800-354-7125.  No facsimile transmittals of the Direction Form      
will be accepted.                                                     

PLEASE NOTE THAT THE LETTER OF TRANSMITTAL HAS BEEN PROVIDED
FOR YOUR INFORMATION ONLY, AND CAN NOT BE USED TO TENDER THE SHARES   
CREDITED TO YOUR ACCOUNT.                                             

  Please note that on the reverse side of the Direction Form the
number of Shares credited to your account (based on your holdings     
as of Tuesday, January 9, 1996) is indicated to the right of your     
address.  This number of Shares may fluctuate somewhat from January   
9, 1996 until February 2, 1996, the date the Trustee will begin the   
process of tabulating directions, unless the Offer is extended, due   
to additional employee and employer contributions.  Because of this   
fluctuation, the instructions on the Direction Form refer to the      
percentage of Shares allocated to your account on February 2, 1996,   
unless the Offer is extended.                                         

IF YOUR DIRECTION FORM IS NOT TIMELY RECEIVED BY FIDELITY AT
ITS ADDRESS SET FORTH ON THE DIRECTION FORM, THE DECISION TO TENDER   
OR NOT TO TENDER THE SHARES CREDITED TO YOUR ACCOUNT WILL BE MADE     
BY AN INDEPENDENT FIDUCIARY TO BE APPOINTED BY THE COMPANY.           

YOUR DIRECTION FORM MUST BE RECEIVED BY FIDELITY AT ITS     
ADDRESS SET FORTH ON THE DIRECTION FORM BY 12:00 MIDNIGHT, NEW YORK   
TIME, ON MONDAY, FEBRUARY 5, 1996, UNLESS THE OFFER IS EXTENDED.      

  BE SURE TO REVIEW ALL OF THE TENDER OFFER MATERIALS BEFORE YOU
COMPLETE YOUR DIRECTION FORM.  FIDELITY MAKES NO RECOMMENDATION       
WITH RESPECT TO YOUR DECISION REGARDING THE OFFER.  PLEASE REMEMBER   
TO RETURN YOUR DIRECTION FORM DIRECTLY TO FIDELITY IN THE ENCLOSED    
ENVELOPE, RATHER THAN TO THE COMPANY OR TO THE PURCHASER.             

 If you hold Shares directly, you will receive, under separate
cover, tender offer materials directly from the Purchaser, which      
can be used to tender such Shares directly to the Purchaser.  Those   
tender offer materials may not be used to direct the Trustee to       
tender or not tender the Shares credited to your account under the    
Plans.  The direction to tender or not tender Shares credited to      
your account under the Plans may be made only in accordance with      
the procedure set forth herein.                                       

EX-99.19
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 In accordance with the provisions of the Trusts, the proceeds
from the sale of Shares in your account will not be distributed to    
you.  Cash proceeds will be invested in the investment option         
designated for such purposes in the trust agreements (either a pool   
of guaranteed investment contracts or a money market fund).  Shares   
of Loral Space & Communications Corporation received in connection    
with the Spin-Off will be retained in the Plan in a unitized stock    
fund, and your account will be credited with a proportional number    
of units in that fund.  You may change the investment option in       
which such proceeds are invested by telephoning the Loral Savings     
Plan Center at 1-800-354-7125 in accordance with the normal           
procedures for changing investment options.                           

  If you require additional information concerning the procedure
to tender your Shares, please contact the Loral Savings Plan          
Service Center at 1-800-354-7125.  If you have any questions about    
the terms and conditions of the Offer, please contact the             
manager/dealer for the Offer, Bear Stearns, at 1-800-7216-9849.       

DIRECTION FORM    
BEFORE COMPLETING THIS FORM, READ CAREFULLY THE ACCOMPANYING OFFER TO           
PURCHASE AND ALL OTHER ENCLOSED MATERIALS                                       

In connection with the Offer to Purchase dated January 12, 1996, (the           
"Offer"), made by LAC Acquisition Corporation, a Wholly Owned Subsidiary of     
Lockheed Martin Corporation, a copy of which I have received, I hereby          
instruct Fidelity Management Trust Company (the "Trustee") to tender the        
shares of Loral Corporation Common Stock held in my account in the Plan         
before the expiration of the Offer, as follows (check one box and               
complete):                                                                      

Box 1  ( )     I direct the Trustee to tender ALL of the shares of Loral        
       Corporation held in my account in the Plan, in accordance
with the terms of the Offer.                      

Box 2  ( )     I direct the Trustee to tender        percent (insert a          
percentage less than 100%) of the shares of Loral 
       Corporation held in my account in the Plan, in accordance
          with the terms of the Offer, and not to tender the remainder
of such shares.                                   

Box 3  ( )     I direct the Trustee NOT to tender any of the shares of          
  Loral Corporation held in my account in the Plan, in
accordance with the terms of the Offer.           

EX-99.19
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The Trustee makes no recommendation to any Plan participant as to whether       
to tender or not.  Your instructions to the Trustee will be kept                
confidential, and will not be disclosed to anyone at Loral Corporation or       
Lockheed Martin Corporation.                                                    

PLEASE NOTE THAT IF YOU DO NOT SEND IN YOUR FORM, OR IF IT IS NOT RECEIVED      
BEFORE 12:00 MIDNIGHT NEW YORK TIME ON FEBRUARY 5, 1996, THE DECISION TO        
TENDER YOUR SHARES OR NOT TO TENDER YOUR SHARES WILL BE MADE BY AN              
INDEPENDENT FIDUCIARY APPOINTED BY LORAL CORPORATION.                           

YOUR FORM MUST BE RECEIVED BEFORE 12:00 MIDNIGHT NEW YORK TIME AT P.O. BOX      
9124, HINGHAM, MA 02043 ON FEBRUARY 5, 1996 IN ORDER TO BE EFFECTIVE.           

                  Date

                             Please print name

                       Signature

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
		2/5/96		2		5
		2/2/96		3
Filed on:		1/26/96
		1/12/96		4					SC 14D1
		1/9/96		3
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