PROSPECTUS Lockheed Martin Corporation Offer to Exchange 4.72
OFFERING CIRCULAR--PROSPECTUS Lockheed Martin Corporation Offer to Exchange 4.72 shares of Common Stock of Martin Marietta Materials, Inc. for each share of Common Stock of Lockheed Martin Corporation ---------------- THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 18, 1996, UNLESS THE EXCHANGE OFFER IS EXTENDED. ---------------- Lockheed Martin Corporation, a Maryland corporation ("Lockheed Martin"), has determined to distribute the shares it owns of Martin Marietta Materials, Inc., a North Carolina corporation ("Materials" or the "Company"), to Lockheed Martin stockholders by offering to exchange 4.72 shares of Common Stock of Materials, par value $.01 per share ("Materials Common Stock"), for each share tendered of Common Stock of Lockheed Martin, par value $1.00 per share ("Lockheed Martin Common Stock"), up to an aggregate of 7,913,136 shares of Lockheed Martin Common Stock tendered and exchanged, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Exchange Offer"). A holder of Lockheed Martin Common Stock has the right to tender all or a portion of such holder's shares of Lockheed Martin Common Stock. As of September 16, 1996, Lockheed Martin owned 37,350,000 shares of Materials Common Stock. If more than 7,913,136 shares of Lockheed Martin Common Stock are validly tendered and not withdrawn on or prior to the Expiration Date (as defined herein) of the Exchange Offer, Lockheed Martin will accept such shares for exchange on a pro rata basis as described herein.
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