===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) March 1, 1999
L-3 COMMUNICATIONS HOLDINGS, INC.
AND
L-3 COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State of incorporation)
--------------
001-14141
333-46983
(Commission File Number)
13-3937434
13-3937436
(I.R.S. Employer Identification Number)
600 THIRD AVENUE, NEW YORK, NEW YORK 10016
(Address of Registrant's principal executive office)
212-697-1111
(Registrant's telephone number)
===============================================================================
ITEM 5. OTHER EVENTS
On March 1, 1999, L-3 Communications Corporation, a Delaware corporation
("L-3"), and Aydin Corporation, a Delaware corporation (the "Company"),
announced that they had entered into an Agreement and Plan of Merger, dated as
of March 1, 1999 (the "Merger Agreement") among the Company, L-3 and Angel
Acquisition Corporation ("Angel Acquisition"), a Delaware corporation and a
wholly-owned subsidiary of L-3 in turn a wholly-owned subsidiary of L-3
Communications Holdings, Inc. ("Holdings") a Delaware corporation, pursuant to
which Angel Acquisition would acquire all of the outstanding shares of common
stock, par value $1.00 per share (the "Shares") of the Company at a price of
$13.50 per Share in cash. Angel Acquisition will commence 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 the Company with the Company surviving the
Merger and becoming a wholly-owned subsidiary of L-3. Pursuant to a tender
agreement (the "Tender Agreement"), stockholders of the Company representing
approximately 11.8% 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other things, (i) there being validly tendered and not properly withdrawn prior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 Angel 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 all applicable 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 March 1, 1999 among L-3
Communications Corporation, Angel Acquisition Corporation and
Aydin Corporation.
10.1 Tender Agreement dated as of March 1, 1999 among L-3
Communications Corporation, Steel Partners II, L.P., Sandera
Partners, L.P. and Newcastle Partners, L.P.
99 Press Release of L-3 Communications Corporation dated March 1,
1999.
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, hereunto 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: March 3, 1999
3
Exhibit Index
-------------
Exhibit Number Title
- -------------- -----
2 Agreement and Plan of Merger dated as of March 1, 1999 among L-3
Communications Corporation, Angel Acquisition Corporation and
Aydin Corporation.
10.1 Tender Agreement dated as of March 1, 1999 among L-3
Communications Corporation, Steel Partners II, L.P., Sandera
Partners, L.P. and Newcastle Partners, L.P.
99 Press Release of L-3 Communications Corporation dated March 1,
1999.
4