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) December 3, 1998
----------------
L-3 Communications Holdings, Inc.
and
L-3 Communications Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
13-3937434
13-3937436
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
600 Third Avenue, New York, New York 10016
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 697-1111
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
On December 3, 1998, L-3 Communications Corporation, a Delaware
corporation ("L-3"), and Microdyne Corporation ("Microdyne"), a Maryland
corporation, announced that they had entered into an Agreement and Plan of
Merger, dated as of December 3, 1998 (the "Merger Agreement") among Microdyne,
L-3 and L-M Acquisition Corporation ("L-M Acquisition"), a Maryland corporation
and a wholly-owned subsidiary of L-3 and a wholly owned subsidiary of L-3
Communications Holdings, Inc. ("Holdings"), a Delaware corporation, pursuant to
which L-M Acquisition would acquire all of the outstanding shares of Common
Stock, par value $0.10 per share (the "Shares"), of Microdyne at a price of
$5.00 per Share in cash. L-M Acquisition has commenced a tender offer (the
"Offer") for all of the Shares and, following completion of the Offer, upon the
terms and subject to the conditions set forth in the Merger Agreement, will
merge (the "Merger") with and into Microdyne with Microdyne surviving the
Merger and becoming a wholly owned subsidiary of L-3. Pursuant to a tender
agreement (the "Tender Agreement"), certain stockholders of the Company
representing approximately 43.9% of the issued and outstanding Shares of the
Company (the "Stockholders") have contractually agreed, among other things, to
tender their Shares in the Offer and to vote in favor of the transactions
contemplated by the Merger Agreement. Consummation of the Offer is conditioned
upon, among other things, (i) there being validly tendered and not properly
withdrawn prior to the expiration of the Offer a number of Shares which,
together with any Shares owned by Holdings, L-3 or L-M Acquisition, or any
controlled affiliate thereof, constitutes at least a majority of the voting
power (determined on a fully-diluted basis), on the date of purchase, of all
the securities of the Company entitled to vote generally in the election of
directors or in a merger and (ii) the expiration or termination of any waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and other customary conditions.
The foregoing descriptions of the Merger Agreement and the Tender
Agreement and the transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement and the Tender Agreement.
1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Title
- -------------- -----
2 Agreement and Plan of Merger dated as of December 3, 1998 among
L-3 Communications Corporation, L-M Acquisition Corporation and
Microdyne Corporation.
10.1 Tender Agreement dated as of December 3, 1998 among L-3
Communications Corporation, Philip T. Cunningham, Successor
Trust to Philip T. Cunningham Grantor Retained Annuity Trust #1,
Philip T. Cunningham Grantor Retained Annuity Trust #2, Maura
Spaeth, Katharine Cunningham, and Neal Sanders as agent for
Roman Herzig and Gallerie Nissl
99 Press Release of L-3 Communications Corporation dated as of
December 3, 1998
2
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, thereunto duly authorized.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
-------------------------------
Name: Christopher C. Cambria
Title: Vice President and General
Counsel
L-3 COMMUNICATIONS CORPORATION
By: /s/ Christopher C. Cambria
-------------------------------
Name: Christopher C. Cambria
Title: Vice President and General
Counsel
Date: December 9, 1998
3
Exhibit Index
Exhibit Number Title
- -------------- -----
*2 Agreement and Plan of Merger dated as of December 3, 1998
among L-3 Communications Corporation, L-M Acquisition
Corporation and Microdyne Corporation.
*10.1 Tender Agreement dated as of December 3, 1998 among L-3
Communications Corporation, Philip T. Cunningham, Successor
Trust to Philip T. Cunningham Grantor Retained Annuity
Trust #1, Philip T. Cunningham Grantor Retained Annuity
Trust #2, Maura Spaeth, Katharine Cunningham, and Neal
Sanders as agent for Roman Herzig and Gallerie Nissl
*99 Press Release of L-3 Communications Corporation dated as of
December 3, 1998
* Incorporated by reference from the Tender Offer Statement on Schedule
14D-1 and Statement on Schedule 13D filed on December 9, 1998 by L-3
Communications Holdings, Inc., L-3 Communications Corporation and L-M
Acquisition Corporation.
4