-----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, KPlPT8z2jhCCCpgNL3gNSijMusuQ5tXXEGnFOG/PtVdl4G13koeQUGcjIkuTJ8zY MrdosHMgOvUPm23AUjkujQ== 0000950136-99-000469.txt : 19990413 0000950136-99-000469.hdr.sgml : 19990413 ACCESSION NUMBER: 0000950136-99-000469 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990412 GROUP MEMBERS: ANGEL ACQUISITION CORPORATION GROUP MEMBERS: L 3 COMMUNICATIONS HOLDINGS INC GROUP MEMBERS: L-3 COMMUNICATIONS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AYDIN CORP CENTRAL INDEX KEY: 0000008919 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 231686808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-33381 FILM NUMBER: 99591205 BUSINESS ADDRESS: STREET 1: 700 DRESHER RD STREET 2: P O BOX 349 CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2156577510 MAIL ADDRESS: STREET 1: 700 DRESHER RD STREET 2: P O BOX 349 CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: 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: SC 14D1/A 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 SC 14D1/A 1 AMENDED SCHEDULE 14D-1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND STATEMENT ON SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 -------------- AYDIN CORPORATION (NAME OF SUBJECT COMPANY) ANGEL ACQUISITION CORPORATION L-3 COMMUNICATIONS CORPORATION L-3 COMMUNICATIONS HOLDINGS, INC. (BIDDER) COMMON STOCK, PAR VALUE $1.00 PER SHARE (TITLE OF CLASS OF SECURITIES) -------------- 05468110 (CUSIP NUMBER OF CLASS OF SECURITIES) -------------- CHRISTOPHER C. CAMBRIA, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY L-3 COMMUNICATIONS CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016 TELEPHONE: (212) 697-1111 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) Copy to: WILLIAM E. CURBOW, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 -------------- =============================================================================== This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D (the "Schedule 14D-1/13D") relating to the offer by Angel Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of L-3 Communications Corporation, a Delaware corporation ("Parent") and a wholly owned subsidiary of L-3 Communications Holdings, Inc., a Delaware corporation ("Holdings"), to purchase all of the outstanding shares of Common Stock, par value $1.00 per share (the "Shares"), of Aydin Corporation, a Delaware corporation (the "Company"), at a purchase price of $13.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of March 5, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). All capitalized terms used herein and not defined herein shall have the meanings set forth in the Offer to Purchase. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On April 9, 1999, Parent issued a press release announcing that the waiting period under the HSR Act relating to the Offer and Merger had expired without objections or requests for additional information and indicating that it expects to consummate the Offer on the Expiration Date, currently midnight, New York City time, on Wednesday, April 14, 1999, subject to the terms thereof. The full text of the press release is set forth in Exhibit (a)(10) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Item 10 (b), (c) and (d) of the Schedule 14D-1 is hereby amended and supplemented as follows: The information provided in this Amendment No. 2 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is hereby amended and supplemented as follows: (a)(10) Press Release dated April 9, 1999. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. 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, General Counsel and Secretary ANGEL ACQUISITION CORPORATION By: /S/ CHRISTOPHER C. CAMBRIA ---------------------------------------- Name: Christopher C. Cambria Title: President and Secretary Date: April 9, 1999 3 INDEX TO EXHIBITS
EXHIBIT PAGE - --------------- ----- (a)(10) Press Release dated April 9, 1999
EX-10 2 PRESS RELEASE L-3 COMMUNICATIONS ANNOUNCES HART-SCOTT CLEARANCE TO PURCHASE AYDIN CORPORATION SHARES NEW YORK -- (BUSINESS WIRE) -- April 9, 1999 -- L-3 Communications (NYSE: LLL) announced today that all applicable regulatory waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to L-3 Communications' pending offer for the shares of Aydin Corporation have expired. There were no objections or requests for additional information. L-3 Communications further indicated that, in light of the completion of the regulatory approval process, it expects to consummate the purchase of Aydin shares pursuant to the tender offer, subject to the terms thereof, at the currently scheduled expiration time of midnight on Wednesday, April 14, 1999. At the close of business on Thursday, April 8, 1999, approximately 4,769,626 shares of Aydin common stock, representing approximately 91.4% of the outstanding Aydin shares, had been validly tendered and not withdrawn in connection with the offering. L-3 Communications is a leading merchant supplier of secure communication systems and products, microwave components, avionics and ocean systems and telemetry, instrumentation, space and wireless products. Its customers include the Department of Defense, selected U.S. government intelligence agencies, aerospace and defense prime contractors, foreign governments and commercial telecommunications and cellular customers. CONTACT: L-3 Communications Cynthia Swain Vice President, Corporation Communications 212-697-1111 or Morgan-Walke Associates Gordon McCoun, Eric Boyriven Media Contact: Brian Maddox, Claudia Moscarella 212-850-5600 -----END PRIVACY-ENHANCED MESSAGE-----