UNITED STATES
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
Date of Report (Date of earliest event reported):
June 24, 2002
Acterna Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-07438 04-2258582
(State or other jurisdiction (Commission File No.) (IRS Employee
of incorporation) Identification No.)
20410 Observation Drive
Germantown, Maryland 20876
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (301) 353-1550
Item 5. Other Events.
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On June 24, 2002, Acterna Corporation ("Acterna") announced the
commencement of cash tender offers for up to $155 million, on a combined basis,
of the outstanding 9 3/4% Senior Subordinated Notes due 2008 (the "Notes")
of Acterna LLC , a Delaware limited liability company that is wholly-owned by
Acterna ("Acterna LLC"). The tender offers are being made by Acterna LLC and
CD&R VI (Barbados), Ltd. ("CD&R Barbados"). A copy of the press release relating
to the tender offers is attached hereto as Exhibit 99.1.
In connection with the tender offers, Acterna LLC expects to obtain
consent from the lenders under the senior secured credit agreement governing
Acterna LLC's senior secured facility to amend or waive certain provisions of
such credit agreement so as to permit Acterna LLC to consummate its offer. There
can be no assurance that the consent sought by Acterna LLC will be obtained on
the terms sought on or prior to the expiration date of the tender offers, or at
all.
Item 7. Financial Statements and Exhibits.
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Exhibit 99.1: Press Release, dated June 24, 2002, entitled "Acterna
Corporation Announces Combined Cash Tender Offers for Outstanding Notes of
Acterna LLC", which release is furnished but not filed as part of
Item 9 of this report.
Item 9. Regulation FD Disclosure.
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Attached hereto as Exhibit 99.1 and furnished but not filed is a press
release entitled "Acterna Corporation Announces Combined Cash Tender Offers
for Outstanding Notes of Acterna LLC".
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SIGNATURES
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.
ACTERNA CORPORATION
Date: June 24, 2002
By: /s/ John D. Ratliff
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Name: John D. Ratliff
Title: Senior Vice President and Chief
Financial Officer
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