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How the deal was done THE LOCKHEED-MARTIN MARIETTA MERGER

March 12, 1995|By Ted Shelsby | Ted Shelsby,Sun Staff Writer

The men quickly agreed that the new company would be based near Washington. It was important, they knew, to be close to the Pentagon, their biggest client. However, they made no decision on whether the headquarters would be in Bethesda or even on the Maryland side of the Potomac River.

The composition of the board of directors was settled speedily, too. A 20-member board would be divided equally among the two companies. (They did not negotiate who would fill the positions, however.)

These were long strides - but important issues remained and the two men agreed to meet again in two weeks.

Leaving the hotel, Mr. Augustine was stunned when he picked up a copy of the Cincinnati Enquirer.

Right there - on the front page! - was a promo to a business story speculating that Martin Marietta was seeking to acquire General Electric Co.'s Aircraft Engine division, one of the biggest employers in the Cincinnati area.

Upon reflection, however, Mr. Augustine decided the story was helpful, even if it wasn't true. Martin Marietta made no move to correct the story.

" It adds to the confusion," Mr. Augustine observed later. " And confusion is good at this time."

The top job

Cordiality permeated the meeting on Thursday, June 30. Mr. Tellep had invited Mr. Augustine to his room at the Willard Hotel in Washington.

Mr. Tellep articulated the great respect he had for Mr. Augustine. And Mr. Augustine answered that there was no one in the industry that he trusted more than Mr. Tellep.

It was like best buddies trying to decide who would use the one ticket they had for the final game of the World Series.

But a baseball ticket was not the issue. The top job was.

Mr. Tellep said Mr. Augustine should be chairman and CEO. In turn, Mr. Augustine offered the job to his friend.

The two men have known each other for years.

Mr. Tellep was impressed by his friend's work as under secretary the Army before joining Martin Marietta in 1977, and knew that Mr. Augustine had been considered for secretary of defense by both Presidents Bush and Clinton.

They had worked together on the LTV effort as well as on the development of the military's MILSTAR communication satellite program.

Their friendship, though, grew through their membership in the Conquistadores de Cielo - a fraternity of CEOs from major aerospace firms. When the group held retreats, Mr. Tellep and Mr. Augustine spent time together riding horses at a dude ranch in Wyoming.

Mr. Tellep would discuss his passions for opera, flying glider planes and painting. And Mr. Augustine would tell about his adventures dogsledding in Alaska, exploring a volcano in the Antarctic, and stalking big game in Africa (with a camera).

The two friends' final agreement? Both would have the job.

Daniel Tellep, 64, would serve as chairman and CEO until he reached the mandatory retirement age of 65. Mr. Augustine, who is 59, would succeed him.

" I would have been happy to be second-in-command," Mr. Tellep, who joined Lockheed in 1955 as a scientist for the Missiles and Space Systems division and became chairman and CEO in 1989, said later. " And so would Norm. I guess it came down to an age-and-beauty thing."

Setting the date

Scheduling meetings developed into an art form as the merger talks progressed. Locations were chosen more for secrecy than convenience.

The locations had to be moved around. And they had to be in out-of-the-way places, where the likelihood of being noticed was slight.

Sometimes it worked. Some-times it didn't. Wednesday, July 13 fell into the latter category.

The two CEOs and their chief financial officers met at the Hyatt Regency at the Dallas/Fort Worth International Airport for a full day of talks. Mr. Young was also there.

They discussed the need to strengthen both company's " poison pills" to fend off hostile takeovers.

No one wanted another Grumman, where Northrop intervened after a merger with Martin Marietta had been arranged and announced.

The issue of where to locate the headquarters resurfaced, and a site was chosen: Martin Marietta's Bethesda complex.

It was mid-July and they had reached the point where a date could be set to announce the merger. Tuesday, August 30, was chosen - just four days before the opening of the Farnborough, England, International Air Show. The event attracts military exhibits from around the world and hundreds of thousands of spectators.

Like annual meetings, the air show is an event where people might ask about mergers and acquisitions.

They also decided it was time to meet with Defense Secretary William J. Perry.

The Defense Department would be the company's biggest customer - accounting for two-thirds of its revenues.

They wanted Mr. Perry's approval before they announced the merger.

It had been a long day, and the men were tired and hungry. Mr. Augustine, Mr. Young, and Martin Marietta's CFO, Marcus Bennett, decided to have dinner in the hotel restaurant. They felt safe because Dallas wasn't a city where either company had major operations.

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