The code name for the merger talks was " Earthquake" because Northrop was located near the area in Southern California that had been rocked in January.
Martin Marietta was " Mars," named after the spacecraft it built that traveled to the Red Planet. Lockheed was " Lunar."
Mr. Tellep was " Mr. Lewis."
The merger was not to be discussed on car phones. No one would mention Lockheed at Martin Marietta, or vice versa.
For now, it was agreed, no one outside the room would be told of the merger talks. But Mr. Augustine said he would contact Martin Marietta's board members the next day and bring in the investment banking firm of Bear Stearns to represent the company. Mr. Tellep made plans to notify the Lockheed directors and retain Morgan Stanley for financial advice.
A flurry of smaller meetings followed over the next eight days.
At one on March 29 in Scottsdale, the general counsels of both firms drafted a standard legal document establishing the playing rules for both sides during the merger talks.
It spelled out the information to be exchanged, and specified the data could only be used by the two companies. Equally important, neither firm could try to acquire the other if the merger failed.
Another meeting convened on Wednesday, March 30, at the Ritz-Carlton Hotel in Tysons Corner, Va. Executives of both companies met with investment bankers, probing finances and discussing how to avoid diluting stock value.
Most critical was a meeting on Tuesday, March 25, in a room at the Marriott Suites near Dulles International Airport. In attendance for Martin Marietta were its president, Mr. Young, and Mr. Montague, director of corporate development. For Lockheed were Mr. Coffman, executive vice president, and the VP for corporate development, Mr. Egan.
The quartet spent the entire day examining both companies' vast array of businesses scattered throughout the country and world. They talked about how a combined company would be far stronger and more competitive than either could ever hope to be if they remained separate firms.
Confusion
After the initial furious pace, both sides settled down to work on internal documents, and it was almost three months before the next round of face-to-face meetings.
But there were frequent phone calls, and occasional confusion.
One day, Mr. Tellep urgently needed to talk with Mr. Augustine. When a secretary at Martin Marietta asked who was calling, he couldn't remember his code name.
" Uh, uh...I'll have to call back," he said, hanging up abruptly.
On another occasion, he got his code name wrong.
A secretary handed Mr. Augustine a message asking him to call " Mr. Kent."
" It can't be from Mr. Kent," Mr. Augustine snapped at the startled secretary. " I'm Mr. Kent."
It was during this time that the companies began considering a date for merger.
It was quickly apparent that a final agreement could not be reached before Martin Marietta's scheduled shareholders meeting in Atlanta on April 28, or Lockheed's on May 10 in Burbank, Calif.
This was a problem.
Neither Mr. Tellep nor Mr. Augustine wanted to be in the position of misleading investors if someone asked about acquisitions or mergers.
So they agreed to call off the talks - briefly - until after the shareholder meetings.
Growing tension
Three months into the process, the pressure for secrecy was unrelenting and the stress was beginning to show.
On Tuesday, June 14, Mr. Augustine approached a meeting with Mr. Tellep in some distress. The shroud of secrecy they'd worked so hard to maintain had been torn by carelessness.
The two corporate jets were parked wing to wing at a Cincinnati airport.
Both men instantly realized that was a blunder not to be repeated, but Mr. Augustine couldn't get past the error.
What if people at the airport noticed the planes and put two and two together?
Mr. Tellep brought his own set of worries to that day's talks at the Omni Netherlands Plaza Hotel. Some of Mr. Augustine's past comments were troubling him and he wanted reassurance.
It was no secret in the defense industry that Mr. Augustine was reluctant to get into the aircraft-building business. But that was a major component of Lockheed's portfolio.
Mr. Tellep insisted on a guarantee that after the merger, the new company wouldn't jettison Lockheed's division that produces the F-16 fighter, the C-130 cargo plane or the new F-22 Stealth fighter.
Mr. Augustine explained that his thinking had changed because of the consolidation that had already taken place - including Lockheed's acquisition of General Dynamics Corp.'s military aircraft operations. He had seen how fewer companies in the defense marketplace had assured steady business for everyone.
He gave Mr. Tellep the guarantee he wanted. Mr. Tellep relaxed and the meeting proceeded.
Another delicate issue was also resolved in short order. Where would headquarters be located?
