SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 1, 1999
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Date of Report (Date of Earliest Event Reported)
Aydin Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-7203 23-1686808
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
700 Dresher Road
Horsham, Pennsylvania 19044
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(Address of principal executive offices)
(215) 657-7510
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 1, 1999, Aydin Corporation, a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with L-3 Communications Corporation, a Delaware corporation ("L-3"),
and Angel Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of L-3 (the "Purchaser").
The Merger Agreement provides, among other things, for the acquisition
by L-3 of all of the outstanding shares of the Company's common stock, par value
$1.00 per share (the "Shares"), through (a) a tender offer (the "Offer") for all
Shares at a price of $13.50 per share, net to the seller in cash (the "Offer
Price"), and (b) a second-step merger pursuant to which the Purchaser will merge
with and into the Company, with the Company as the surviving corporation in the
merger (the "Merger"), and all outstanding Shares (other than Shares owned by
the Company, L-3 or any wholly-owned subsidiary of L-3 and other than Shares
held by any dissenting shareholders) will be converted into the right to receive
the Offer Price in cash.
The Offer is conditioned upon, among other things, there being validly
tendered prior to the expiration date of the Offer and not withdrawn a number of
Shares which, together with any Shares owned by L-3 or the Purchaser, represents
at least a majority of the Shares outstanding on a fully diluted basis and the
expiration of any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The conditions to the Offer are
set forth in Annex A to the Merger Agreement. The Merger is subject to various
closing conditions, including, without limitation, the receipt of any required
shareholder approval and L-3 purchasing Shares pursuant to the Offer.
The Merger Agreement and the press release issued by the Company in
connection therewith are filed herewith as Exhibits 99.1 and 99.2, respectively,
and are incorporated herein by reference. The description of the Merger
Agreement set forth herein does not purport to be complete and is qualified in
its entirety by the provisions of the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of March 1, 1999, by
and among L-3 Communications Corporation, Angel Acquisition
Corporation and Aydin Corporation.
99.2 Press Release issued by Aydin Corporation on March 1, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 2, 1999
AYDIN CORPORATION
By: /s/ James Henderson
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James Henderson
President
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