8-K

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): June 28, 2005

L-3 Communications Holdings, Inc.
L-3 Communications Corporation

(Exact Name of Registrants as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-14141 333-46983				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

(Registrants' Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))

Item 1.01    Entry into a Material Definitive Agreement.

On June 28, 2004, L-3 Communications Corporation (the "Company") entered into a letter agreement (the "Amendment") with The Titan Corporation ("Titan") and the Company's wholly-owned subsidiary Saturn VI Acquisition Corp. ("Merger Sub") that amends certain provisions of the Agreement and Plan of Merger, dated as of June 2, 2005 (the "Merger Agreement") among the Company, Merger Sub and Titan.

Pursuant to the Amendment, the Company commenced a cash tender offer on June 30, 2005 for all of Titan's outstanding 8% senior subordinated notes due 2011 (the "Notes") in lieu of the previously contemplated exchange offer for the Notes for a like amount of notes of L-3. In connection with the tender offer, the Company issued a press release, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The foregoing description of the Amendment and tender offer does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference, and the press release.

Item 9.01     Financial Statements and Exhibits.

(c)	Exhibits

2.1	Letter Agreement, dated June 28, 2005, among L-3 Communications Corporation, Saturn VI Acquisition Corp. and The Titan Corporation

99.1	Press Release of L-3 Communications Corporation dated June 30, 2005

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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/ Christopher C. Cambria                 Name:   Christopher C. Cambria Title:      Senior Vice President, Secretary and               General Counsel

L-3 COMMUNICATIONS CORPORATION

	By:	/s/ Christopher C. Cambria                 Name:   Christopher C. Cambria Title:      Senior Vice President, Secretary and               General Counsel

Dated: July 1, 2005

L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION

EXHIBIT INDEX

Exhibit No.				Description
2.1				Letter Agreement, dated June 28, 2005, among L-3 Communications Corporation, Saturn VI Acquisition Corp. and The Titan Corporation
99.1				Press Release of L-3 Communications Corporation dated June 30, 2005

EX-2.1

L-3 Communications Corporation
600 Third Avenue
New York, NY 10016

June 28, 2005

The Titan Corporation
3033 Science Park Road
San Diego, CA 92121

Ladies and Gentlemen:

Reference is hereby made to the Agreement and Plan of Merger, dated as of June 2, 2005 (the "Agreement"), by and among L-3 Communications Corporation, a Delaware corporation ("Parent"), Saturn VI Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and The Titan Corporation, a Delaware corporation (the "Company"). Capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Agreement. Parent, Merger Sub and the Company hereby agree as follows:

Section 6.15(a) of the Agreement is hereby amended and restated in its entirety as follows:

"(a) As soon as practicable after the date of this Agreement, Parent shall, with the assistance of the Company, prepare a tender offer and consent solicitation statement (the "Tender Offer Statement") in order to effect an offer to purchase for cash (the "Tender Offer") the Company's outstanding 8% Senior Subordinated Notes due 2011 (the "8% Notes"), on terms set forth in Section 6.15 of the Parent Disclosure Schedule. The Tender Offer Statement will set forth the terms and conditions with respect to the Tender Offer. Parent shall use its reasonable best efforts to consummate such Tender Offer as promptly as practicable after the date of this Agreement; provided that Parent's obligations to consummate the Tender Offer shall be conditioned on receipt of the Requisite Consent, execution of the Amendments and on consummation of the Merger."

Exhibit A to the Agreement is hereby amended to delete the definition of "Exchange Offer" and to add the following definitions:

""Tender Offer" has the meaning assigned to such term in Section 6.15(a).

"Tender Offer Statement" has the meaning assigned to such term in Section 6.15(a)."

The definition of "Requisite Consent" in Exhibit A to the Agreement is hereby amended and restated in its entirety as follows:

""Requisite Consent" has the meaning assigned to such term in Section 6.15(b)."

The Agreement shall be further amended so that all references in the Agreement to "Private Placement Memorandum" are hereby replaced with "Tender Offer Statement" and all references to "Exchange Offer" are hereby replaced with "Tender Offer".

The first sentence of Section 5.19(a) of the Agreement is hereby amended and restated in its entirety as follows:

"Except as set forth in Section 5.19 of the Company Disclosure Schedule or as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect on the Company, with respect to any Government Contracts, there is no (i) civil fraud or criminal acts or bribery, or any other violation of law, by the Company or any of its Subsidiaries or any director, officer or employee of the Company or its Subsidiaries or criminal investigation by any Governmental Entity, (ii) any irregularity, misstatement or omission by the Company or any of its Subsidiaries arising under or relating to such Government Contracts, (iii) request by a Governmental Entity for a contract price adjustment based on a claimed disallowance by the Defense Contract Audit Agency (or other applicable Governmental Entity) or claim of defective pricing, (iv) dispute between the Company or any of its Subsidiaries and a Governmental Entity which, since December 31, 2002, has resulted in a government contracting officer's final decision

or (v) any termination by a Governmental Entity for default of any Government Contract or claim or request for equitable adjustment by the Company or any of its Subsidiaries against a Governmental Entity."

Section 6.15 of the Parent Disclosure Schedule is also hereby amended and restated in its entirety as set forth on Schedule A to this letter agreement.

The Agreement shall continue in full force and effect, as amended hereby.

This letter agreement and the rights and duties of the parties hereunder shall be governed by, and construed in accordance with the laws of the State of Delaware.

This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This letter agreement may be executed by facsimile signature(s).

Sincerely,

L-3 Communications Corporation

By:

/s/ Stephen Souza

Name:

Stephen Souza

Title:

Vice President and Treasurer

Saturn VI Acquisition Corp.

By:

/s/ Stephen Souza

Name:

Stephen Souza

Title:

Vice President and Treasurer

Acknowledged and Agreed: The Titan Corporation

By:

/s/ Mark W. Sopp

Name:

Mark W. Sopp

Title:

Chief Financial Officer

EX-99.1

L-3 Communications Announces Cash Tender Offer and Consent Solicitation for the Titan Corporation's 8% Senior Subordinated Notes Due 2011

NEW YORK—(BUSINESS WIRE)—June 30, 2005—L-3 Communications (NYSE: LLL) announced today that it has commenced a cash tender offer for any and all outstanding $200,000,000 aggregate principal amount of the 8% Senior Subordinated Notes due 2011 (the "Notes") of The Titan Corporation (NYSE: TTN) and a consent solicitation to amend the related indenture (the "Indenture"). The tender offer and consent solicitation are subject to the terms and conditions set forth in L-3's Offer to Purchase and Consent Solicitation Statement dated June 30, 2005. The tender offer and consent solicitation will expire at 12:01 a.m., New York City time, on July 29, 2005, unless extended (the "Expiration Date").

Holders tendering their Notes will be required to consent to certain proposed amendments to the Notes and to the Indenture, which will release Titan's subsidiaries from their guarantees of Titan's obligations under the Notes and eliminate substantially all of the restrictive covenants and events of default and other related provisions from the Indenture. The tender offer and consent solicitation are conditioned on (1) the consummation of L-3's acquisition of all of Titan's outstanding shares of common stock and (2) the receipt of consents from the holders of a majority of the aggregate principal amount of Notes outstanding, among other conditions. Holders may not tender their Notes without also delivering consents or deliver consents without also tendering their Notes.

The "Total Consideration" to be paid for each $1,000 principal amount of Notes validly tendered prior to 5:00 p.m., New York City time, on July 14, 2005 (the "Consent Date") will be a price equal to (i) the present value (determined in accordance with standard market practice) on a date promptly following the Expiration Date (the "Payment Date"), of $1,040 per $1,000 principal amount of the Notes (the amount payable on May 15, 2007, the first date on which the Notes are redeemable), and all future interest payments payable up to May 15, 2007, determined on the basis of a yield to May 15, 2007 equal to the sum of (a) the yield on the 3.125% U.S. Treasury Note due May 15, 2007, as calculated by the Dealer Manager and Solicitation Agent in accordance with standard market practice, based on the bid price for such reference security as of 2:00 p.m., New York City time, on the second business day immediately preceding the Expiration Date, as displayed on the Bloomberg Government Pricing Monitor on "Page PX4" or any recognized quotation source selected by the Dealer Manager and Solicitation Agent in their sole discretion, plus (b) 75 basis points, minus (ii) accrued and unpaid interest on such $1,000 principal amount to, but not including, the Payment Date. All holders whose Notes are accepted for purchase will also be paid accrued and unpaid interest to, but not including, the Payment Date.

A consent payment of $30.00 will be paid for each $1,000 in principal amount of the Notes to holders who validly tender their Notes and deliver their consents to the proposed Indenture amendments prior to the Consent Date (the "Consent Payment"). The Consent Payment is included in the Total Consideration. Holders who validly tender their Notes after the Consent Date but prior to the Expiration Date will be eligible to receive only the Tender Offer Consideration, which equals the Total Consideration less the Consent Payment. L-3 may amend, extend or terminate the tender offer and consent solicitation at any time.

Lehman Brothers Inc. is the Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. The depositary and information agent is Georgeson Shareholder.

Questions or requests for assistance may be directed to Lehman Brothers Inc. (telephone: (212) 528-7581 (collect) or (800) 438-3242 (toll free)). Requests for documentation may be directed to Georgeson Shareholder, the Information Agent (telephone: (212) 440-9800 (call collect for banks and brokers only) and (866) 729-6814 (for all others toll free)).

Headquartered in New York City, L-3 Communications is a leading provider of Intelligence, Surveillance and Reconnaissance (ISR) systems, secure communications systems, aircraft modernization, training and government services and is a merchant supplier of a broad array of high technology products. Its customers include the Department of Defense, Department of Homeland Security, selected U.S. Government intelligence agencies and aerospace prime contractors. To learn more about L-3 Communications, please visit the company's web site at www.L-3Com.com.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in L-3's Safe Harbor Compliance Statement for Forward-looking Statements included in L-3's recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and L-3 undertakes no obligation to update these forward-looking statements.

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Notes. The tender offer and consent solicitation is made only by the Offer to Purchase and Consent Solicitation Statement dated June 30, 2005. The tender offer and consent solicitation are not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer and consent solicitation are required to be made by a licensed broker or dealer, they shall be deemed to be made by Lehman Brothers Inc. on behalf of L-3.

Contacts

L-3 Communications
Cynthia Swain, 212-697-1111
or
Financial Dynamics
Investors: Eric Boyriven, Olivia Pirovano
Media: Evan Goetz
212-850-5600

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