BENDIX OFFER FOR MARTIN MARIETTA

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP83M00914R002300070009-5
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 4
• Document Creation Date: December 20, 2016
• Sequence Number: 9
• Content Type: REPORT

Approved For Release 2007/05/22 : CIA-R DP83M00914R002306?ee009-5
Bendix
Executive lkqistrp
The Bendix Corporation Tel. [phone]
National Affairs Office
300 Maryland Avenue, N.E.
Washington, D. C. 20002
Attached is some information regarding
our recent announcement. If you have
any questions, please contact The
Bendix Corporation National Affairs
Office at 202-543-3133.
STAT
Vice President
National Affairs
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August 25, 1982
The Bendix Corporation Tel. [phone]
National Affairs Office
300 Maryland Avenue, N.E.
Washington, D. C. 20002
BENDIX OFFER FOR MARTIN MARIETTA
Robert S. Meyers
Executive Director - Corporate Communications
The Bendix Corporation
Bendix Center
Southfield, MI 48037
[phone]
SOUTHFIELD, MI -- The Bendix Corporation announced today
a tender offer as a first step to acquire all of the common
shares of Martin Marietta Corporation. The move is intended to
lead to a combination of the two companies.
The Bendix tender offer is to buy for cash up to approximately
45 percent of Martin Marietta Corporation's common shares for
$43 per share. Bendix already owns approximately 4k/. of Martin
Marietta Corporation's stock. The offer represents a substantial
premium for Martin Marietta Corporation shareholders over current
and recent market prices and the prices paid by Martin Marietta
Corporation in its share repurchase program over the past 18
months, Bendix said. The offer will be filed with the Securities
and Exchange Commission tomorrow, making those shareholders
eligible for proration who submit their share to designated
depositories by September 4, 1982.
Bendix also announced its intention to follow this offer
with a proposal to exchange Bendix shares for the remaining
Martin Marietta Corporation shares at an exchange ratio of .82
shares of Bendix stock for each share of Martin Marietta Corporation
in a merger intended to be tax-free. The proposal would be made
by a registration statement to be filed with the Securities and
Exchange Commission.
An Equal Opportunity Employer MiF
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 Approved For Release 2007/05/22 CIA-RDP83M00914R002300070009-5
"The combined company would be a financially strong, stable
and well-diversified manufacturer and materials producer predominantly
engaged in aerospace and electronics activities", according to
William M. Agee, Chairman of Bendix. "We beleive this is a fair
proposal in which shareholders of the combined company in the
coming years should fare better than the shareholders of
either company operating separately."
"We are confident that Bendix' commitments to technological
advancement, quality products and services, a stimulating work
environment and high return on investment are very compatible with
those of Martin Marietta Corporation's managment, employees and
shareholders," Agee added.
Bendix expects to finance the cash offer from internal
sources and existing credit facilities. Following completion
of the transaction, Bendix said, the combined balance sheet of
the new company would remain strong.
Bendix also stated that in redeploying its internal resources
to finance the offer, it has no intention at this time to reduce
its holding of more than seven percent of RCA.
The offer was communicated directly to Martin. Marietta
Corporation management in a letter delivered by hand Wednesday
morning from Mr. Agee. Mr. Agee indicated his willingness to
meet with Martin Marietta Corporation management at their
convenience to discuss the offer and answer their questions.
In his letter, Mr. Agee 'stated that the combination of the
two companies would be highly beneficial for each company and
their respective constituencies. In addition to providing share-
holders with an interest in a financially stronger, more stable
and diversified company, he said the new company would contribute
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directly to a stronger national defense through greater financial
resources, a broader base of technological skills, and more
stable earnings in a more diversified defense enterprise.
Mr. Agee expressed the hope that the Martin Marietta Corporation
management would remain with the combined company and that certain
of their directors would want to join the combined board of the
new company.
Bendix said it currently anticipates no legal or other actions
that would effectively block full shareholder choice in responding
to its offer.
Bendix has instituted proceedings in various federal courts,
including in Maryland, to enjoin enforcement of certain state
statutes which might purport to apply to the offer.
Bendix, headquartered in Southfield, MI, is a world-wide
manufacturer serving the aerospace/electronics, automotive and
industrial markets with annual sales of over $4 billion. Martin
Marietta Corporation, with headquarters in Bethesda, MD, is a
diversified company engaged in the aerospace and primary products
(cement, aggregates, aluminum and chemicals) businesses with
sales of over $3 billion.