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): April 15, 1999
L-3 COMMUNICATIONS HOLDINGS, INC.
AND
L-3 COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
001-14141
333-46983
(Commission File Number)
13-3937434
13-3937436
(IRS Employer Identification No.)
600 THIRD AVENUE, NEW YORK, NEW YORK 10016
(Address of Registrant's principal executive offices)
212-697-1111
(Registrant's telephone number)
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Item 2. Acquisition or Disposition.
On April 15, 1999 Angel Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of L-3 Communications
Corporation, a Delaware corporation ("Parent"), acquired 4,889,717 shares of
Common Stock, par value $1.00 per share (the "Shares") of Aydin Corporation, a
Delaware corporation (the "Company"), representing 93.6% of the Company's
outstanding Shares, for a cash price of $13.50 per share, net to the seller,
without interest. The Shares were purchased pursuant to a tender offer (the
"Offer") commenced on March 5, 1999 to acquire all of the outstanding Shares.
On April 29, 1999, Parent completed the merger of Purchaser
with and into the Company. Upon consummation of the merger, the Company became
a wholly-owned subsidiary of Parent, and the stockholders of the Company whose
Shares were not purchased pursuant to the Offer became entitled to receive
$13.50 per share. The total purchase price for the Company was approximately
$74,000,000.
The funds used to consummate the acquisition came from
capital contributions and advances made by Parent from funds available in its
cash account.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger, dated
as of March 1, 1999, by and among L-3
Communications Corporation, Angel
Acquisition Corporation and Aydin
Corporation (incorporated herein by
reference to Exhibit (2) of the Form
8-K dated March 1, 1999).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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
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Name: Christopher C. Cambria
Title: Vice President and General Counsel
L-3 COMMUNICATIONS CORPORATION
By: /s/ Christopher C. Cambria
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Name: Christopher C. Cambria
Title: Vice President and General Counsel
DATED: April 30, 1999