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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 7
to
Schedule 14D-1/A
Tender Offer Statement Pursuant to
Section 14(d)(1) of the
Securities and Exchange Act of 1934
and
Schedule 13D/A
under the Securities Exchange Act of 1934
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LUMEN TECHNOLOGIES, INC.
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(Name of Subject Company)
EG&G, INC.
LIGHTHOUSE WESTON CORP.
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(Bidders)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
550242 10 1
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(CUSIP Number of Class of Securities)
Murray Gross, Esq.
Senior Vice President, General Counsel and Clerk
EG&G, Inc.
45 William Street
Wellesley, Massachusetts 02481
(781) 237-5100
Copy to:
David E. Redlick, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
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(Names, Addresses, and Telephone Numbers of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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This Amendment No. 7 to Tender Offer Statement on Schedule 14D-1/A
("Amendment No. 7") relates to the offer by Lighthouse Weston Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of EG&G,
Inc., a Massachusetts corporation (the "Parent"), to purchase all outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of Lumen
Technologies, Inc., a Delaware corporation (the "Company"), at a price of $7.75
per share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase (the "Offer to
Purchase") and in the related Letter of Transmittal (which together with any
amendments or supplements thereto, collectively constitute the "Offer"), copies
of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender
Offer Statement on Schedule 14D-1 originally filed with the Securities and
Exchange Commission on October 27, 1998, as amended by Amendment No. 1 thereto
dated October 30, 1998, Amendment No. 2 thereto dated November 6, 1998,
Amendment No. 3 thereto dated November 10, 1998, Amendment No. 4 thereto dated
November 23, 1998, Amendment No. 5 thereto dated December 3, 1998, and Amendment
No. 6 thereto dated December 11, 1998 (the "Original Statement").
The Original Statement is amended as follows:
Item 10. ADDITIONAL INFORMATION.
The information set forth in Items 10(b), (c) and (f) is hereby amended
and supplemented by the following:
On December 15, 1998, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(15) and is incorporated herein
by reference.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding immediately following the reference to
Exhibit (a)(14) the following:
(a)(15) Text of Press Release dated December 15, 1998, issued by the Parent.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 7 is true, complete and
correct.
Dated: December 15, 1998 EG&G, INC.
By: /s/ Murray Gross
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Name: Murray Gross
Title: Senior Vice President
LIGHTHOUSE WESTON CORP.
By: /s/ Philip Ayers
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Name: Philip Ayers
Title: Secretary
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Number Exhibit Name
- ------ ------------
<S> <C>
*(a)(1) Offer to Purchase.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(7) Form of Summary Advertisement as published October 27, 1998.
*(a)(8) Text of Joint Press Release dated October 21, 1998, issued by the
Company and Parent.
*(a)(9) Text of Press Release dated October 27, 1998, issued by the Parent.
*(a)(10) Text of Press Release dated October 30, 1998, issued by the Parent.
*(a)(11) Text of Press Release dated November 6, 1998, issued by the Parent.
*(a)(12) Text of Press Release dated November 23, 1998, issued by the Parent.
*(a)(13) Text of Press Release dated December 3, 1998, issued by the Parent.
*(a)(14) Text of Press Release dated December 11, 1998, issued by the Parent.
(a)(15) Text of Press Release dated December 15, 1998, issued by the Parent.
**(b)(1) Termination, Replacement and Restatement Agreement dated as of
March 6, 1998, among the Parent, the Lenders listed therein and
Chase Manhattan Bank (as successor to Chemical Bank) as
Administrative Agent.
***(b)(2) 364-Day Competitive Advance and Revolving Credit Agreement dated as
of March 21, 1994, among the Parent, the Lenders named therein and
Chase Manhattan Bank (as successor to Chemical Bank) as
Administrative Agent, as amended (the "364-Day Competitive Advance
and Revolving Credit Agreement").
***(b)(3) Five-Year Competitive Advance and Revolving Credit Facility dated as
of March 21, 1994, among the Parent, the Lenders listed therein and
Chase Manhattan Bank (as successor to Chemical Bank) as
Administrative Agent, as amended (the "Five-Year Competitive Advance
and Revolving Credit Facility").
</TABLE>
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<TABLE>
<CAPTION>
Number Exhibit Name
- ------ ------------
<S> <C>
*(b)(4) First Amendment, dated as of November 20, 1998, to the 364-Day
Competitive Advance and Revolving Credit Agreement.
*(b)(5) Fourth Amendment, dated as of November 20, 1998, to the Five-Year
Competitive Advance and Revolving Credit Facility.
*(b)(6) Competitive Advance and Revolving Credit Facility Agreement, dated
as of November 23, 1998, among EG&G, Inc., the Lenders named
therein, and the Chase Manhattan Bank, as Administrative Agent.
*(c)(1) Agreement and Plan of Merger dated as of October 21, 1998, among the
Parent, the Purchaser and the Company.
*(c)(2) Stockholders' Agreement dated as of October 21, 1998, among the
Parent and certain stockholders of the Company.
*(c)(3) Confidentiality Agreement dated as of June 9, 1998 between the
Parent and the Company.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
* Previously filed.
** Incorporated by reference to the Parent's Annual Report on Form 10-K for
the year ended December 31, 1997 (File No. 1-5075).
*** Agreement and Amendments Number 1 and 2, incorporated by reference to the
Parent's Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 1-5075); Amendment Number 3, incorporated by reference to the
Parent's Annual Report on Form 10-K for the year ended December 26, 1996
(File No. 1-5075).
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Exhibit (a)(15)
[LETTERHEAD OF EG&G, INC.]
FOR IMMEDIATE RELEASE
15 December 1998
EG&G SET TO ACCEPT ALL TENDERED LUMEN SHARES TODAY
Expiration Date for Tender Offer is 6 p.m., December 15, 1998
Wellesley, Massachusetts ..... EG&G (NYSE: EGG) announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to its
tender offer for all of Lumen Technologies, Inc. (NYSE: LNM) common stock
expired at 11:59 p.m. yesterday, without further government action. This clears
the way for EG&G to complete its tender offer at $7.75 per share cash.
EG&G expects to purchase all tendered shares shortly after the expiration of the
offer at 6:00 p.m., New York City time, today, Tuesday, December 15. According
to the depository for the offer, as of the close of business on December 14,
exactly 17,442,307 shares of Lumen common stock had been validly tendered
pursuant to the offer. This number of shares is sufficient to satisfy the
minimum condition of the offer.
EG&G, Inc. is a global technology company that provides complete systems, as
well as products to medical, aerospace, semiconductor, photographic and other
industries. It delivers skilled support services to government and industrial
customers. Based in Wellesley, Massachusetts, EG&G has annual sales of $1.4
billion and about 12,000 employees worldwide.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the Offer to
Purchase and the related Letter of Transmittal. Additional copies of such
documents can be obtained by contacting Kissel-Blake, the Information Agent for
the tender offer, at 1-800-554-7733.
