-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MdOdNjp0zog8taQU/mJy7n7U2ctuPPs/6jw79kFbJd2nQwt386IeAv4uooQuxNdW Nu+4+p2T7SRaeJkPcu4y/g== 0000950136-98-002308.txt : 19981210 0000950136-98-002308.hdr.sgml : 19981210 ACCESSION NUMBER: 0000950136-98-002308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981203 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS HOLDINGS INC CENTRAL INDEX KEY: 0001056239 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14141 FILM NUMBER: 98766619 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 1216971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001039101 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-46983 FILM NUMBER: 98766620 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 1216971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 8-K 1 FORM 8-K 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 -----END PRIVACY-ENHANCED MESSAGE-----