-----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, GQHxK0QTtJPWfpvBRgN3EAcge8+kEci+aUJGAayN6XBM9XCCeJAhDnapVUqwTMni NUuI/VWhREdnhcobGoxTpw== 0000950136-99-000581.txt : 19990504 0000950136-99-000581.hdr.sgml : 19990504 ACCESSION NUMBER: 0000950136-99-000581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990429 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990503 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: 99608074 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 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: 99608075 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, 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): 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) 1 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). 2 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 ------------------------ 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 DATED: April 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----