L 3 COMMUNICATIONS CORP
8-K, EX-99, 2000-11-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  PRESS RELEASE

       L-3 COMMUNICATIONS ANNOUNCES INTENDED OFFERING OF CONVERTIBLE BONDS

NEW YORK--(BUSINESS WIRE)--Nov. 15, 2000--L-3 Communications (NYSE:LLL-news)
announced today that it plans to offer $250 million in Convertible Senior
Subordinated Notes due 2009 in a private placement. The Company also plans to
offer an over allotment option to increase the issue size by up to 20%. The
notes will be convertible into the company's common stock.

The company will offer these securities in a private placement to qualified
institutional buyers in the United States pursuant to Rule 144A under the
Securities Act of 1933.

L-3 Communications intends to use the net proceeds from the offering to repay
existing debt under its Senior Credit Facilities and for general corporate
purposes, including potential acquisitions.

These notes and the common stock issuable upon conversion of these notes have
not been registered under the Securities Act of 1933, as amended or any state
securities laws, and are being offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act. Unless so registered, the notes
and common stock issued upon conversion of the notes may not be offered or sold
in the United States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.

Headquartered in New York City, L-3 Communications is a leading merchant
supplier of secure communications systems and products, avionics and ocean
products, training products, microwave components and telemetry,
instrumentation, space and wireless products. Its customers include the
Department of Defense, selected US government intelligence agencies, aerospace
prime contractors and commercial telecommunications and wireless customers.

To learn more about L-3 Communications, please visit the company's web site at
www.L-3Com.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: Except for historical information contained herein, the matters set forth
in this news release are forward-looking statements. The forward-looking
statements set forth above involve a number of risks and uncertainties that
could cause actual results to differ materially from any such statement,
including the risks and uncertainties discussed in the company's Safe Harbor
Compliance Statement for Forward-looking Statements included in the company's
recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange
Commission.

Contact:

      L-3 Communications, New York
      Cynthia Swain
      Vice President, Corporate Communications, 212/697-1111
               or
      Morgen-Walke Associates, New York
      Gordon McCoun, Eric Boyriven, Lauren Levine
      Media Contacts: Brian Maddox, Jonathan Teall
      212/850-5600


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