PROSPECTUS
L-3 Communications Holdings, Inc.
150,955 Shares of Common Stock
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All of the Common Stock offered hereby may be sold from time to
time by and for the account of the selling stockholders named in this
prospectus.
The methods of sale of the Common Stock offered hereby are
described under the heading "Plan of Distribution." We will receive
none of the proceeds from such sales. We will pay all expenses, except
for the underwriting and brokerage expenses, fees, discounts and
commissions, which will all be paid by the selling stockholders, incurred
in connection with the offering described in this prospectus.
The selling stockholders and any broker-dealers that participate
in the distribution of the Common Stock offered hereby may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933. As a
result, any commission or profit on the resale of shares received by such
broker-dealers may be deemed to be underwriting commissions and discounts
under the Securities Act. Upon being notified by the selling stockholders
that any material arrangement has been entered into with a broker or
dealer for the sale of the shares through a secondary distribution, or a
purchase by a broker or dealer, a supplemented prospectus will be filed,
if required, disclosing among other things the names of such brokers and
dealers, the number of shares involved, the price at which such shares
are being sold and the commissions paid or the discounts or concessions
allowed to such broker-dealers.
The Common Stock of the Company is listed on the New York Stock
Exchange (Symbol: LLL). On July 6, 1999, the closing price of the shares
was $48 7/16 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense
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The date of this Prospectus is July 30, 1999.
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AVAILABLE INFORMATION
We are subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports, proxy statements and other information with the SEC. Reports,
proxy statements and other information filed by us may be inspected and
copied at the public reference facilities maintained by the SEC, 450
Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549;
and at regional offices of the SEC at the Citicorp Center, 500 West
Madison, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material may be
obtained by mail from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
material may also be inspected and copied at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005, on which our
Common Stock is listed. In addition, the SEC maintains a site on the
World Wide Web portion of the Internet that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the SEC. The address of such site is
http://www.sec.gov.
As permitted by the rules and regulations of the Commission,
this Prospectus omits certain information contained in the registration
statement on Form S-3, as amended, of which this Prospectus is a part.
For further information with respect to the Company and the Common Stock,
reference is made to the registration statement and the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We hereby incorporate by reference in this prospectus the
following documents previously filed with the
Commission pursuant to the Securities Exchange Act of 1934:
- Annual report on Form 10-K for the fiscal year ended
December 31, 1998;
- Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1999;
- Current reports on Form 8-K filed March 3, 1999 and May
3, 1999, and current report on Form 8-K/A filed May
12,1999; and
- Registration Statement on Form 8-A filed on May 18, 1998
with respect to the registration of the Common Stock.
Each document filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the
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Common Stock pursuant hereto shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the
date of filing of such document. Any statement contained in this
Prospectus or in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained in this Prospectus or in any
subsequently filed document that also is or is deemed to be incorporated
by reference in this Prospectus modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
We will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents that are incorporated by
reference in this Prospectus, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to L-3 Communications
Holdings, Inc., Attn: Secretary, 600 Third Avenue, New York, New York
10016, telephone (212) 697-1111.
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THE COMPANY
L-3 Communications is a leading merchant supplier of
sophisticated secure communication systems and specialized communications
products. We produce secure, high data rate communications systems,
microwave components, avionics and ocean systems and telemetry,
instrumentation and space products. These systems and products are
critical elements of virtually all major communication, command and
control, intelligence gathering and space systems. Our systems and
specialized products are used to connect a variety of airborne, space,
ground- and sea-based communications systems and are used in the
transmission, processing, recording, monitoring and dissemination
functions of these communication systems. Our customers include the U.S.
Department of Defense, certain U.S. government intelligence agencies,
major aerospace and defense contractors, foreign governments and
commercial customers.
Our principal executive offices are located at 600 Third Avenue,
New York, New York 10016, and the Company's telephone number is (212)
697-1111.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the
shares offered by the selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders listed below received shares as
additional consideration in connection with the Company's acquisition of
ILEX Systems, Inc. ("ILEX") representing consideration which was
contingent upon the performance of ILEX for the year ended December 31,
1998. The selling shareholders may receive additional consideration in
cash or Common Stock, which is contingent on the performance of ILEX for
each of the years ending December 31, 1999 and December 31, 2000. The
maximum additional Common Stock which may be payable to the selling
stockholders for that additional contingent consideration is 360,000
shares.
The following table states the number of shares of our
outstanding Common Stock that the selling stockholders own resulting from
payments made in our common stock in connection with our acquisition of
ILEX, the number of such shares that may be sold for the account of the
selling stockholders, and the number of shares that will be owned by the
selling stockholders assuming the sale of all the shares offered hereby.
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Number of
Number of Number of Shares
Shares of Shares of of Common Stock
Common Stock Common Stock to Owned After
Selling Stockholder Owned(2) be Sold Sale
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Joseph Lopez 63,806 61,206 2,600
Don Potter 22,439 21,739 700
Erwin Frech 17,051 16,351 700
Roger DiFate 6,873 6,173 700
Jerry Doerr 6,147 5,847 300
Ralph Vitagliano 7,243 5,223 2,020
John Munch 5,683 5,683 0
Richard Godfrey 3,517 2,817 700
Rudy Wagner 2,596 2,596 0
Donald Harbaugh 2,949 2,249 700
Robert Robinson 2,727 1,851 876
Jack Harris 2,106 2,106 0
John Medea 3,782 1,082 2,700
Scott Feldmann 2,985 1,405 1,580
Paul or Daisey Persons 1,349 1,349 0
Howard Pines 1,126 1,126 0
Richrad Karasik 1,068 1,068 0
Stephanie Lopez 1,046 1,046 0
Gregory Lopez 1,046 1,046 0
Jeffrey Lopez 1,046 1,046 0
June Curtis 899 899 0
Robert Sass 891 891 0
Peter Glick 861 861 0
Richard Roth 738 738 0
Scott Sargis 1,226 506 720
Abbas Eliassieh 1,211 511 700
Thomas Deet 1,579 339 1,240
Rivas Family Trust(1) 675 675 0
Robert Marchand 1,523 283 1,240
Joseph Leadley 1,187 247 940
Debra Iaconi 770 394 376
Robert Banks 670 394 276
Robert Potter 427 427 0
Sydney Potter 427 427 0
Jeffrey Ransdell 829 129 700
Edward Kimball 412 113 300
Richard Peduto 212 112 100
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Total Common Stock 171,123 150,955 20,168
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(1) R.F. Rivas and M.A. Rivas trustees FBO Rivas Family Trust
(2) Includes shares and Common Stock known by the Company to be
owned by the selling stockholder as of June 30, 1999 and shares
the Selling Stockholders will be entitled to purchase with 60
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days after the date hereof pursuant to outstanding option
quotes.
PLAN OF DISTRIBUTION
We have been advised that the distribution of the
Common Stock by the selling stockholders may be effected from time to
time in one or more transactions (which may involve block transactions)
(i) on the New York Stock Exchange or such other national security
exchanges on which our Common Stock are listed, in transactions that may
include special offerings and exchange distributions pursuant to and in
accordance with the rules of such exchanges, (ii) in the over-the-counter
market, or (iii) in transactions otherwise than on such exchanges or in
the over-the-counter market, or in a combination of any such
transactions. Such transactions may be effected by the selling
stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at
fixed prices. The selling stockholders may effect such transactions by
selling the Common Stock to or through broker-dealers and such
broker-dealers will receive compensation in the form of discounts or
commissions from the selling stockholders and may receive commissions
from the purchasers of the Common Stock for whom they may act as agent
(which discounts or commissions from the selling stockholders or such
purchasers will not exceed those customary in the type of transactions
involved).
Any broker-dealers that participate with the selling
stockholders in the distribution of the Common Stock, may be deemed to be
"underwriters" within the meaning of the Securities Act, and any
commissions or discounts received by such broker-dealers and any profit
on the resale of the Common Stock by such broker-dealers might be deemed
to be underwriting discounts and commissions under such act.
Upon being notified by the selling stockholders that any
material arrangement has been entered into with a broker or dealer for
the sale of the Common Stock through a secondary distribution, or a
purchase by a broker or dealer, a supplemented prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act,
disclosing:
- The names of such broker-dealers;
- The number of shares involved;
- The price at which such shares are being sold;
- The commission paid or the discounts or
concessions allowed to such broker-dealer;
- Where applicable, that such broker-dealers did
not conduct any investigation to verify the
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information set out or incorporated by
reference in this prospectus, as supplemented; and
- Other facts material to the transaction.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock
covered by this prospectus are being passed upon by Simpson Thacher &
Bartlett (a partnership which includes professional corporations), New
York, New York.
EXPERTS
The (i) consolidated balance sheets of the Company as of
December 31, 1998 and 1997, and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the year
ended December 31, 1998 and the nine months ended December 31, 1997, (ii)
the combined statements of operations, changes in invested equity and
cash flows of the Predecessor Company for the three months ended March
31, 1997 and (iii) the combined statements operations, changes in
invested equity and cash flows of the Predecessor Company for the year
ended December 31, 1996 have been incorporated by reference in this
registration statement on Form S-3 (of which this prospectus is a part)
from the Company's annual report on Form 10-K for the year ended,
December 31, 1998, in reliance of the report of PricewaterhouseCoopers
LLP, independent auditors, given on the authority of such firm as experts
in accounting and auditing. The report on the combined financial
statements of the Predecessor Company for the year ended December 31,
1996 indicates that PricewaterhouseCoopers LLP's opinion, insofar as it
relates to the financial statements of the Lockheed Martin Communications
Systems Division included in such combined financial statements, is based
solely on the report of other auditors.
The consolidated financial statements of Aydin Corporation
as of December 31, 1998 and the year then ended have been incorporated by
reference in this prospectus and the registration statement in reliance on
the report of Grant Thorton LLP, independent certified public accountants
upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited the combined
statements of operations, changes in invested equity and shareholders'
equity, and cash flows of Lockheed Martin Communications Systems Division
for the year ended December 31, 1996 (not separately presented herein),
as set forth in their report. We have incorporated by reference the annual
report of Form 10-K that include the combined financial statements in the
prospectus and elsewhere in the registration statement in reliance on Ernst
& Young LLP's report, given on their authority as experts in accounting
and auditing.
