SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) November 17, 2000
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L-3 Communications Holdings, Inc.
L-3 Communications Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-14141 13-3937434
333-46983 13-3937436
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(Commission File Number) (IRS Employer Identification No.)
600 Third Avenue, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
(212) 697-1111
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(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events
On November 16, 2000 - L-3 Communications (NYSE:LLL) announced that it has
sold $250 million in 5 1/4% Convertible Senior Subordinated Notes due 2009 in a
private placement. The company could generate total proceeds of $300 million in
aggregate principal amount of notes, if the over allotment option is exercised
in full. The notes may be converted into the company's common stock at $81 1/2
per share, a premium equivalent to 22.3% over the November 16, 2000 closing
price of $66 5/8.
The company offered these securities in a private placement to qualified
institutional buyers in the United States pursuant to Rule 144A under the
Securities Act of 1933.
L-3 Communications intends to use the net proceeds from the offering to
repay existing debt under its Senior Credit Facilities and for general corporate
purposes, including potential acquisitions.
These notes and the common stock issuable upon conversion of these notes
have not been registered under the Securities Act of 1933, as amended or any
state securities laws, and are being offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act. Unless so registered,
the notes and common stock issued upon conversion of the notes may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state securities
laws.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
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99 Press Release of L-3 Communications dated
November 16, 2000 (p. 4).
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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.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Robert V. LaPenta
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President and Chief Financial Officer
L-3 COMMUNICATIONS CORPORATION
Date November 17, 2000 By: /s/ Robert V. LaPenta
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President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Title
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99 Press Release of L-3 Communications dated
November 16, 2000 (p. 4).
3