As filed with the Securities and Exchange Commission on July 7, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
L-3 Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
_______________
Delaware 13-3937434
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or
organization)
600 Third Avenue
New York, New York 10016
(212) 697-1111
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
Christopher C. Cambria
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
(212) 697-1111
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________
Copies to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3909
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registrationstatement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box./x/
<PAGE>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement number for the same
offering./ /_______________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering./ / ___________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box./ / _______________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Shares Amount to Aggregate Offering Price Aggregate Registration
To Be Registered Be Registered Per Unit<F1> Offering Price<F1> Fee
---------------- ------------- ------------------------ ------------------ --------------
<S> <C> <C> <C> <C>
Common Stock 150,955 $48.03 $7,250,369 $2,016
<F1> Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act
of 1933, as amended. The proposed maximum offering price per share, the proposed maximum aggregate offering price and
the amount of registration fee have been computed on the basis of the average high and low prices per share of the Common
Stock on the New York Stock Exchange on July 2, 1999.
_______________
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until this Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
Subject to Completion, dated July __, 1999
PROSPECTUS
L-3 Communications Holdings, Inc.
150,955 Shares of Common Stock
-------------------
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
_______________
The date of this Prospectus is July __, 1999.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
<PAGE>
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 SEC, 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
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares of Number of Shares
Number of Shares of Common Stock to of Common Stock
Selling Stockholder Common Stock Owned<F2> be Sold Owned After Sale
------------------- --------------------------- --------------- ----------------
<S> <C> <C> <C>
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
Richard 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 <F1> 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 412 112 300
Richard Peduto 212 112 100
-------------- -------------- ---------------
Total Common Stock 171,123 150,955 20,168
============== ============== ===============
<F1> R.F. Rivas and M.A. Rivas trustees FBO Rivas Family Trust
<F2> 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 within 60 days after the date hereof pursuant to outstanding
option quotes.
</TABLE>
<PAGE>
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 resaleof 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 llowed to such broker-dealer;
- Where applicable, that such broker-dealers did
not conduct any investigation to verify the
information set out or ncorporated by reference
in this rospectus, as supplemented; and
- Other facts material to the transaction.
<PAGE>
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 of 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 on 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 reports of other auditors.
The consolidated financial statements of Aydin Corporation as of
December 31, 1998 and for 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 on 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by the Company in connection with
the offering described in this Registration Statement are as follows:
Registration Fee $ 2,016.00
Legal fees and expenses 15.000.00
----------
Accounting fees and expenses 20,000.00
Printing and duplicating expenses -
Miscellaneous expenses 5,000.00
----------
Total $42,016.00
Item 15. Indemnification of Directors and Officers.
The Company's certificate of incorporation provides that to the
fullest extent permitted by the Delaware General Corporation law, a
director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director. Under the Delaware General Corporation Law, liability of a
director may not be limited (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases and (iv) for any transaction from
which the director derives an improper personal benefit. The effect of
the provisions of the Company's certificate of incorporation is to
eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of
care as a director (including breaches resulting from negligent or
grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a
breach of a director's duty of care. In addition, the Company's bylaws
provide that the Company shall indemnify its directors, officers,
employees and agents against losses incurred by any such person by reason
of the fact that such person was acting in such capacity.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the forgoing provisions, the Company
has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
<PAGE>
Item 16. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of L-3
Communications Holdings, Inc. (incorporated by reference
to Exhibit 3.1 to Registration Statement on Form S-1,
File No. 333-46975)
4.2 By-Laws of L-3 Communications Holdings, Inc.
(incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-1, File No. 333-46975)
4.3 Form of Common Stock Certificate (incorporated by
reference to exhibit 4.1 to Registration Statement on
Form S-1, File No. 333-46975)
5.1 Opinion of Simpson Thacher & Bartlett as to the validity
of issuance of Common Stock
23.1 Consent of PricewaterhouseCoopers LLP, independent
auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Grant Thornton LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1)
24 Powers of Attorney (included on pages II-3 and II-4
hereof)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected on the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraph (1)(i) and (1)(ii) above do not apply
if information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions set forth in
response to Item 15, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of New York, State
of New York, on July 7.
L-3 Communications Holdings, Inc.
By: /s/Christopher C. Cambria
----------------------------------
Christopher C. Cambria
Vice President-General Counsel
and Secretary
SIGNATURES AND POWERS OF ATTORNEY
Each person whose signature appears below authorizes Christopher
C. Cambria, Michael T. Strianese, Frank C. Lanza, Robert V. LaPenta, or
any of them, as his attorney in fact and agent, with full power of
substitution and resubstitution, to execute, in his name and on his
behalf, in any and all capacities, this Registration Statement on Form S-3
relating to the Common Stock and any amendments thereto (and any
additional registration statement related thereto permitted by Rule 462
(b) promulgated under the Securities Act of 1933 (and all further
amendments including post-effective amendments thereto)) necessary or
advisable to enable the registrant to comply with the Securities Act of
1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in respect thereof, in connection with the
registration of the securities which are the subject of such registration
statement, which amendments may make such changes in such registration
statement as such attorney may deem appropriate, and with full power and
authority to perform and do any and all acts and things whatsoever which
any such attorney or substitute may deem necessary or advisable to be
performed or done in connection with any or all of the above-described
matters, as fully as each of the undersigned could do if personally
present and acting, hereby ratifying and approving all acts of any such
attorney or substitute.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
II-4
<PAGE>
Signature Title Date
/s/Frank C. Lanza Chairman, Chief Executive July 7, 1999
- ---------------------------- Officer and Director
(Frank C. Lanza) (Principal Executive Officer)
/s/Robert V. LaPenta President, Chief Financial July 7, 1999
- ---------------------------- Officer (Principal Financial
(Robert V. LaPenta) Officer) and Director
/s/Michael T. Strianese Vice President---Finance and July 7, 1999
- ---------------------------- Controller (Principal
(Michael T. Strianese) Accounting Officer)
/s/David J. Brand Director July 7, 1999
- ----------------------------
(David J. Brand)
/s/Thomas A. Corcoran Director July 7, 1999
- ----------------------------
(Thomas A. Corcoran)
/s/Alberto M. Finali Director July 7, 1999
- ----------------------------
(Alberto M. Finali)
/s/Eliot M. Fried Director July 7, 1999
- ----------------------------
(Eliot M. Fried)
/s/Robert B. Millard Director July 7, 1999
- ----------------------------
(Robert B. Millard)
/s/John E. Montague Director July 7, 1999
- ----------------------------
(John E. Montague)
/s/John M. Shalikashvili Director July 7, 1999
- ----------------------------
(John M. Shalikashvili)
/s/Alan H. Washkowitz Director July 7, 1999
- ----------------------------
(Alan H. Washkowitz)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------- ------------------------
4.1 Amended and Restated Certificate of Incorporation of L-3
Communications Holdings, Inc. (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-1, File
No. 333-46975)
4.2 By-Laws of L-3 Communications Holdings, Inc. (incorporated
by reference to Exhibit 3.2 to Registration Statement on
Form S-1, File No. 333-46975)
4.3 Form of Common Stock Certificate (incorporated by reference
to exhibit 4.1 to Registration Statement on Form S-1,
File No. 333-46975)
5.1 Opinion of Simpson Thacher & Bartlett as to the validity of
issuance of the Common Stock.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Grant Thornton LLP, independent auditors
23.4 Consent of Simpson Thacher & Bartlett (included in
Exhibit 5.1)
24 Powers of Attorney (included on pages II-3 and II-4 hereof).
<PAGE>
EXHIBIT 5.1
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
July 6, 1999
L-3 Communications Holdings, Inc.
600 Third Avenue
New York, New York 10016
Ladies and Gentlemen:
We have acted as counsel to L-3 Communications Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the issuance
by the Company of 150,955 shares of Common Stock, par value $.01 per
share (the "Shares"), to be issued by the Company in connection with the
agreement pursuant to which the Company acquired Ilex Systems (the
"Agreement").
We have examined the Registration Statement and a form of the
share certificate. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments
and other documents and have made such other and further investigations
as we have deemed relevant and necessary in connection with the opinions
expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company.
<PAGE>
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as duplicates or certified or
conformed copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Shares to be
issued by the Company pursuant to the Agreement have been duly
authorized and, upon their issuance and delivery, will be validly issued,
fully paid and nonassessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the
Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
------------------------------
SIMPSON THACHER & BARTLETT
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
registration statement on Form S-3 of L-3 Communications Holdings, Inc.
and subsidiaries of our report dated February 19, 1999 on our audits
of (i) the consolidated balance sheets of L-3 Communications Holdings,
Inc. and subsidiaries 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 of operations, changes in invested equity and cash flows of
the Predecessor Company for the year ended December 31, 1996, which
report is incorporated by reference in this registration statement. As
indicated in our report, our opinion insofar as it relates to the
financial statements of Communications Systems Division included in the
combined financial statement of the Predecessor Company for the year
ended December 31, 1996 is based solely on the report of other auditors.
We also consent to the reference to our Firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
New York, New York
June 30, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3 and related
Prospectus of L-3 Communications Holdings, Inc. for the registration of
150,955 shares of its common stock and to the incorporation by reference
therein of our report dated March 7, 1997, with respect to 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 presented separately herein)
included in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Washington, D.C.
June 30, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated February 19, 1999, on the financial
statements of Aydin Corporation and Subsidiaries as of December 31, 1998 and
for the year then ended included in the L-3 Communications Holdings, Inc.
Form 8-K/A filed on May 12, 1999, which is incorporated by reference in
this registration statement and prospectus. We consent to the incorporation
by reference in the registration statement of the aforementioned report,
and to the use of our name as it appears under the caption "Experts."
/s/ Grant Thorton LLP
Philadelphia, Pennsylvania
July 6, 1999
