L 3 COMMUNICATIONS CORP
8-K, 2000-02-25
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)      February 24, 2000
                                                           ------------------

                         L-3 Communications Holdings, Inc.
                         L-3 Communications Corporation
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

                                                   13-3937436
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    (Commission File Number)            (IRS Employer Identification No.)

600 Third Avenue, New York, New York                                 10016
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(Address of Principal Executive Offices)                           (Zip Code)

                                 (212) 697-1111
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              (Registrant's Telephone Number, Including Area Code)
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Item 2  Acquisition of Assets

     L-3 Communications Corporation acquired the assets of the Training Devices
and Training Services business of Raytheon Company (the "Business") on February
10, 2000 for $160 million subject to adjustment based on closing date net
working capital, as defined. The acquisition was financed with borrowings under
the Company's senior credit facilities. L-3 will change the name of the Business
to L-3 Communications Link Simulation and Training. Link Simulation and Training
is a leader in high fidelity, fully integrated simulator training products,
including flight simulators, pilot training systems, combat vehicle trainers,
and training support services. Its products and services are used by U.S. and
foreign military services and prime contractors.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

     a. and b. The Registrant is currently having an audit performed of the
               financial statements of the Business as of and for the year ended
               December 31, 1999. Upon the completion of such audit, the
               Registrant will determine whether financial statements and pro
               forma financial information are required for the Business, and
               if required the Registrant will file the required audited
               financial statements and unaudited pro forma financial
               information under cover of Form 8-K/A.

     c.        Exhibits

               The Registrant will file the Asset Purchase and Sale Agreement
               dated as of January 7, 2000 by and between L-3 Communications
               Corporation and Raytheon Company, under cover of Form 8-K/A not
               later than 60 days after this Report on Form 8-k is required to
               be filed.

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                                  SIGNATURES

     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.

                                         L-3 COMMUNICATIONS HOLDINGS, INC.

                                         L-3 COMMUNICATIONS CORPORATION
                                         ------------------------------
                                         Registrant


Date February 24, 2000                 By: /s/ Robert V. LaPenta
     -----------------                     --------------------------
                                           President and Chief Financial Officer


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