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MARTIN MARIETTA STOCKHOLDERS APPROVE GE AEROSPACE MERGER

 BETHESDA, Md., March 25 /PRNewswire/ -- Stockholders of Martin Marietta voting on the combination of the corporation with General Electric Aerospace have overwhelmingly approved the transaction at a special meeting today at the corporation's headquarters. A preliminary count indicated that of more than 32 million outstanding shares voted, 99 percent endorsed the proposal.
 With this action and the prior approval by the boards of directors of Martin Marietta and General Electric Company, closing on the transaction is now expected to require only Hart-Scott-Rodino clearance from the U.S. Department of Justice. The government's response is expected imminently.
 "We are extremely appreciative of today's vote reaffirming strong support from stockholders, which includes many of our employees," said Norman R. Augustine, Martin Marietta chairman and chief executive officer. "With the decline in U.S. defense and space budgets, it is crucial that our nation's aerospace/electronics industry consolidate if it is to operate efficiently and compete with foreign companies seeking to expand their market share."
 Announced in November 1992, the transaction is valued at $3.05 billion. Key provisions of the agreement include General Electric receiving $1 billion in Martin Marietta convertible preferred stock, Martin Marietta assuming GE payment obligations having a present value of $750 million, and a combination of cash to be paid to GE and accounts receivable to be retained by GE.
 Earlier this month, Martin Marietta completed arrangements with a syndicate of banks for financing the transaction. "We expect to execute these credit agreements at closing. Essential to longer-term permanent financing are ratings of our long-term debt that reflected our strong cash flow potential and our focus on defense electronics, the sector we believe will be least affected by defense budget reductions," Augustine noted.
 The Martin Marietta-GE Aerospace combination will create the world's largest aerospace/electronics firm with more than $10 billion in annual sales. Approximately $3 billion in revenues will be generated from commercial and civil government customers.
 The new corporation will have a backlog of approximately $19 billion, not including management and operation contracts from the U.S. Department of Energy.
 "This combination supports our corporate strategy for long-term growth and continued prosperity, even in a declining marketplace, by strengthening our presence in high-priority defense programs, expanding our civil government and commercial market capabilities, and maximizing cash flow to enhance shareowner value. We are particularly pleased to have a continuing relationship with a firm the caliber of General Electric. The net result will be a more efficient and innovative global corporation," said Augustine.
 Upon closing, the new Martin Marietta Corporation (NYSE: ML) will be among the 50 largest industrial corporations in America and have approximately 94,000 employees, including some 25,000 engineers and scientists, with operations in 37 states and 17 countries.
 -0- 3/25/93
 /CONTACT: Charles Manor of Martin Marietta, 301-897-6258/
 (ML GE)


CO: Martin Marietta Corporation; General Electric Aerospace ST: Maryland IN: ARO SU: TNM

MH-DC -- DC023 -- 9728 03/25/93 15:51 EST
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Publication:PR Newswire
Date:Mar 25, 1993
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