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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) December 16, 1998
Lumen Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14210 13-3868804
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
45 William Street, Wellesley, Massachusetts 02481
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(Address of principal executive offices) (Zip Code)
(781) 237-5100
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(Registrant's telephone number, including area code)
Suite B-302, 555 Theodore Fremd Avenue, Rye, New York 10580
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 16, 1998, Lighthouse Weston Corp. ("Lighthouse"), a Delaware
corporation and a wholly owned subsidiary of EG&G, Inc., a Massachusetts
corporation ("EG&G"), accepted for payment all of the 18,654,227 shares of the
Company's common stock, par value $0.01 per share (the "Shares"), which were
validly tendered and not properly withdrawn pursuant to a tender offer commenced
on October 27, 1998 by Lighthouse. This number of shares equaled approximately
92.3% of the Company's outstanding common stock at December 16, 1998. Lighthouse
paid $7.75 in cash for each Share pursuant to the tender offer, which expired at
6:00 p.m., New York City time, on December 15, 1998.
The tender offer was made pursuant to an Agreement and Plan of Merger,
dated as of October 21, 1998 (the "Merger Agreement"), by and among EG&G,
Lighthouse and the Company. The Merger Agreement provides that, following the
consummation of the Offer and satisfaction of the other conditions set forth in
the Merger Agreement and in accordance with the relevant provisions of the
Delaware Corporation Law (the "Delaware Law"), Lighthouse will be merged with
and into the Company (the "Merger"), the Company will be the surviving
corporation (the "Surviving Corporation") and the Surviving Corporation will be
a wholly owned subsidiary of EG&G. Upon the effective time of the Merger, each
outstanding share (other than shares held by EG&G, Lighthouse or the Company or
any direct or indirect subsidiary of EG&G, Lighthouse or the Company, and shares
held by stockholders, if any, who are entitled to and perfect their appraisal
rights under Section 262 of the Delaware Law) will be cancelled and converted
into the right to receive $7.75 per share in cash, without interest thereon.
Pursuant to the Delaware Law, Lighthouse can effect the Merger without obtaining
any further approval from the directors or stockholders of the Company.
Lighthouse has advised the Company that it expects to effect the Merger on or
about January 4, 1999.
SOURCE OF FUNDS
Lighthouse has advised the Company that the total amount of funds required
by Lighthouse to purchase the 18,654,227 Shares pursuant to the offer and to pay
related fees and expenses was approximately $145 million. Lighthouse has advised
the Company that it obtained such funds from EG&G and that EG&G obtained such
funds from its available corporate funds and from the issuance of commercial
paper.
OFFICERS AND DIRECTORS OF THE COMPANY
The Merger Agreement provides that, promptly upon the acceptance for
payment of and payment by Lighthouse for any Shares pursuant to the Offer, and
from time to time thereafter as Shares are accepted for payment and paid for by
Lighthouse, Lighthouse shall be entitled to designate such number of the
Company's
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directors, rounded to the nearest whole number, as will give Lighthouse
representation on the Company's Board of Directors equal to the greater of (i) a
majority and (ii) the product of the total number of the Company's directors
(after giving effect to the directors elected in accordance with this procedure)
multiplied by the percentage that such number of Shares so accepted for payment
and paid for by Lighthouse bears to the number of Shares outstanding, and the
Company shall, at such time, take such actions as are necessary to cause
Lighthouse's designees to be so elected or appointed, including increasing the
size of the Company's Board of Directors or using its best efforts to secure the
resignations of incumbent directors or both.
Pursuant to this provision of the Merger Agreement, on December 18,
1998, at a meeting of the Company's Board of Directors: (i) the Company accepted
the resignation of the following directors: Martin E. Franklin, Richard D.
Capra, Ian G.H. Ashken and Harrison H. Augur; and (ii) the following four
designees of Lighthouse were elected to the Company's Board of Directors: Philip
Ayers, Stephen De Falco, Murray Gross and Gregory Perry. In addition, the Board
accepted the resignations of all the Company's officers and elected the
following persons, each of whom also serves as an officer of EG&G, to the
offices indicated:
Angelo D. Castellana, President
Steven De Falco, Vice President
Daniel T. Heaney, Treasurer
Philip Ayers, Secretary
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SIGNATURE
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.
Lumen Technologies, Inc.
By: /s/ Philip Ayers
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Philip Ayers
Secretary
Date: December 30, 1998
