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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) January 4, 1999
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)
Not Applicable
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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 January 4, 1999, the Company became a wholly owned subsidiary of EG&G,
Inc., a Massachusetts corporation ("EG&G"), as a result of the merger of
Lighthouse Weston Corp. ("Lighthouse"), a Delaware corporation and a wholly
owned subsidiary of EG&G, with and into the Company (the "Merger"). Effective at
11:59 p.m. on January 4, 1999 (the "Effective Time of the Merger"), each
outstanding share of the Company's common stock, par value $0.01 per share (the
"Shares"), other than (x) Shares held by EG&G, Lighthouse or the Company or any
direct or indirect subsidiary of EG&G, Lighthouse or the Company, and (y) Shares
held by stockholders, if any, who are entitled to and perfect their appraisal
rights under Section 262 of the Delaware Law, were cancelled and converted into
the right to receive $7.75 per Share in cash, without interest thereon. Pursuant
to the Delaware Law, the Merger was effected by Lighthouse, as the owner of more
than 90% of the outstanding Shares, without obtaining any further approval from
the directors or stockholders of the Company.
The Merger was the second step of a two-step acquisition of the Company
pursuant to an Agreement and Plan of Merger, dated as of October 21, 1998, by
and among EG&G, Lighthouse and the Company. The first step was a tender offer,
pursuant to which Lighthouse accepted for payment 18,654,227 Shares
(representing approximately 92.3% of the Shares) on December 16, 1998.
Lighthouse paid $7.75 in cash for each Share pursuant to the tender offer.
Source of Funds
The total amount of funds required by Lighthouse to purchase the entire
equity interest in the Company pursuant to the tender offer and the Merger and
to pay related fees and expenses was approximately $175 million. Lighthouse
obtained such funds from EG&G and EG&G obtained such funds from its available
corporate funds and from the issuance of commercial paper.
Board of Directors of the Company
Upon the Effective Time of the Merger, the three members of the Company's
Board of Directors who were not designated by EG&G (George B. Clairmont, David
L. Moore and William T. Sullivan) resigned as directors. The Company's Board now
consists solely of Directors designated by EG&G, the sole stockholder of the
Company.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On January 5, 1999, the Board of Directors of the Company approved
the engagement of Arthur Andersen LLP ("Arthur Andersen") as the independent
accountants of the Company, to replace the firm of PricewaterhouseCoopers LLP
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("PricewaterhouseCoopers"), whose engagement as independent accountants of Lumen
was terminated effective as of the Effective Time of the Merger.
Arthur Andersen serves as independent accountants for EG&G, Inc., the sole
stockholder of the Company.
The reports of PricewaterhouseCoopers on the Company's financial
statements for the past two years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's two most recent fiscal years and any subsequent
interim period, (i) there were no disagreements between the Company and
PricewaterhouseCoopers on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers,
would have caused it to make reference to the subject matter of the disagreement
in connection with its report and (ii) none of the reportable events described
in subparagraph (a)(i)(v) of Item 304 of Regulation S-K occurred.
The Company has requested PricewaterhouseCoopers to furnish a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of the letter dated January 6, 1999 furnished
by PricewaterhouseCoopers is filed as Exhibit 16 to this Current Report on Form
8-K in accordance with Subparagraph (a)(3) of Item 304 of Regulation S-K.
(b) As described above, on January 5, 1999, the Board of Directors of the
Company approved the engagement of Arthur Andersen as the independent
accountants of the Company. During the Company's two most recent fiscal years
end and any subsequent interim period, the Company did not consult Arthur
Andersen regarding (1) the application of accounting principles to a specified
transaction, either completed or proposed, (2) the type of audit opinion that
might be rendered on the Company's financial statements or (3) items which
concern the subject matter of any disagreement with PricewaterhouseCoopers (as
defined in subparagraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable
events (as described in subparagraph (a)(1)(v) of Item 304 of Regulation S-K).
ITEM 5. OTHER EVENTS
On January 5, 1999, the Company commenced a change of control tender offer
pursuant to which each holder of the Company's 8% Convertible Subordinated Notes
due 2002 has the right, at such holder's option, to require the Company to
repurchase all or a portion of such holder's Notes at a price equal to 101% of
the principal amount of the Notes, plus interest accrued and unpaid to but
excluding the payment date. The Offer and withdrawal rights are scheduled to
expire at 5 p.m., New York City time, on Wednesday, February 10, 1999, unless
the Offer is extended.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired:
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Not applicable.
(b) Pro Forma financial statements:
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Not applicable.
(c) Exhibits:
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16 Letter from PricewaterhouseCoopers LLP dated January 6, 1999.
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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: January 11, 1999
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EXHIBIT 16
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[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
January 6, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Lumen Technologies, Inc.
We have read Item 4 of Lumen Technologies, Inc.'s Form 8-K dated January 4, 1999
and are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
PRICEWATERHOUSECOOPERS LLP
