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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: January 29, 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 5. OTHER EVENTS
The New York Stock Exchange has filed a notification with the
Securities and Exchange Commission of its intention to remove the Company's
common stock from listing and registration at the opening of business on
February 10, 1999. Trading in the common stock has been suspended since
January 5, 1999, following the completion on January 4, 1999, of the merger of
Lighthouse Weston Corp. ("Lighthouse"), a Delaware corporation and a wholly
owned subsidiary of EG&G, Inc., a Massachusetts corporation ("EG&G"), with and
into the Company (the "Merger"), pursuant to which the Company became a wholly
owned subsidiary of EG&G. As a result 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.
The Company has extended the expiration date of its change of control
tender offer relating to its 8% Convertible Subordinated Notes due 2002 (the
"Notes"). Pursuant to the offer, each holder of Notes has the right, at such
holder's option, to require the Company to repurchase all or a portion of such
Notes at a price equal to 101% of the principal amount of the Notes, plus
interest accrued and unpaid to but excluding February 16, 1999. The offer and
withdrawal rights are now scheduled to expire at 5:00 p.m., New York City time,
on Friday, February 12, 1999, unless further extended. The offer had previously
been scheduled to expire at 5:00 p.m., New York City time, on Wednesday,
February 10, 1999. According to the depositary for the Offer, as of the close of
business on January 28, 1999, $132,000 of Notes had been validly tendered
pursuant to the Offer. The Company has mailed to all registered holders of the
Notes a Supplement to its Offer to Purchase providing additional information
with respect to the offer.
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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 29, 1999
