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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
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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CALCULATION OF FILING FEE
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Transaction Valuation: $194,337,186* Amount of Filing Fee $38,867.44*
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* For purposes of calculating fee only. This amount assumes the purchase of
25,075,766 shares of common stock of Lumen Technologies, Inc. (the
"Shares"), at a price per Share of $7.75 in cash. Such number of Shares
represents all of the Shares outstanding as of October 21, 1998, plus the
number of Shares issuable upon the exercise of all outstanding options and
the outstanding principal amount of all convertible notes.
** The amount of the filing fee, calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent
of the Transaction Valuation.
[X] Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the form or schedule
and the date of its filing.
Amount Previously Paid: $38,867.44
Form or Registration Number: Schedule 14D-1
Filing Party: Lighthouse Weston Corp. and EG&G, Inc.
Date Filed: October 27, 1998
(continued on following pages)
Page 1 of 6 Pages
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This Amendment No. 2 to Tender Offer Statement on Schedule 14D-1/A
("Amendment No. 2") 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 (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:
The Parent originally filed a Pre-Merger Notification and Report Form with
the Federal Trade Commission and the Antitrust Division of the Department of
Justice (the "Antitrust Division") in connection with the Offer on October 22,
1998. Pursuant to the provisions of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 ("HSR Act"), the purchase of Shares pursuant to the Offer is subject
to a 15-calendar day waiting period following the filing of the Pre-Merger
Notification and Report Form. The waiting period relating to the original filing
was scheduled to expire at 11:59 p.m. Eastern time, on November 6, 1998.
On November 5, 1998, in order to provide the Antitrust Division with
additional time to complete its review of the Parent's proposed acquisition of
the Company, the Parent withdrew its original Pre-Merger Notification and Report
Form. On November 6, 1998, the Parent submitted a new Pre-Merger Notification
and Report Form. As a result of the withdrawal and refiling, a new regulatory
waiting period under the HSR Act commenced on November 6, 1998 and will expire
at 11:59 p.m. Eastern time, on November 21, 1998, unless such waiting period is
earlier terminated by the FTC or the Antitrust Division or extended by a
request from the FTC or the Antitrust Division for additional information or
documentary material prior to the expiration of the waiting period.
On November 6, 1998, the Parent issued a press release, the full text of
which is set forth in Exhibit (a)(11) attached hereto and incorporated herein by
reference, regarding the foregoing.
Page 2 of 6 Pages
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Item 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding immediately following the reference to
Exhibit (a)(10) the following:
(a)(11) Text of Press Release as published November 6, 1998, issued by the
Parent.
Page 3 of 6 Pages
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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. 2 is true, complete and
correct.
Dated: November 6, 1998 EG&G, INC.
By: /s/ Murray Gross
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Name: Murray Gross
Title: Senior Vice President and
General Counsel
LIGHTHOUSE WESTON CORP.
By: /s/ Philip Ayers
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Name: Philip Ayers
Title: Secretary
Page 4 of 6 Pages
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INDEX OF EXHIBITS
Number Exhibit Name
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*(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.
**(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.
***(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.
*(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.
Page 5 of 6 Pages
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*(c)(3) Confidentiality Agreement dated as of June 9, 1998 between the
Parent and the Company.
(d) None.
(e) Not applicable.
(f) None.
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* 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).
Page 6 of 6 Pages
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EXHIBIT (a)(11)
[LETTERHEAD OF EG&G, INC.]
FOR IMMEDIATE RELEASE
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6 November 1998
EG&G TO REFILE PRE-MERGER NOTIFICATION
IN CONNECTION WITH PROPOSED ACQUISITION OF LUMEN
Tender Offer Expiration Date Unchanged
Wellesley, Mass.... EG&G, Inc. (NYSE: EGG) today announced that, in order to
provide the Antitrust Division of the Department of Justice with additional time
to complete its review of EG&G's proposed acquisition of Lumen Technologies,
Inc. (NYSE: LNM), EG&G has withdrawn its original Pre-Merger Notification and
Report Form and will submit a new Pre-Merger Notification and Report Form on
Friday, November 6, 1998. As a result of the withdrawal and refiling, a new
regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 ("HSR Act") will commence today and will expire at 11:59 p.m. Eastern
time, on November 21, 1998. The scheduled expiration date of EG&G's tender offer
for all of the outstanding common stock of Lumen remains unchanged at 12:00
midnight on November 24, 1998.
The action was taken after the Antitrust Division asked EG&G and Lumen
voluntarily to supply certain limited information beyond that required to be
filed with the Pre-Merger Notification and Report Form. EG&G and Lumen are in
the process of responding to the request and determined that restarting the
15-calendar day waiting period under the HSR Act was the preferable way to
provide the Antitrust Division with an opportunity to complete its review. The
original waiting period was scheduled to expire at 11:59 p.m. today.
On October 27, 1998, EG&G commenced a cash tender offer for all of the
outstanding shares of common stock of Lumen at $7.75 per share. The tender offer
is being made pursuant to a previously announced merger agreement between EG&G
and Lumen. The offer is conditioned upon, among other things, the tender of at
least a majority of the shares of common stock outstanding on a fully-diluted
basis (as defined in the merger agreement), and the expiration or earlier
termination of the applicable waiting period under the HSR Act. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York City time,
on Tuesday, November 24, 1998, unless the offer is extended in accordance with
the terms of the merger agreement. Kissel-Blake is acting as the Information
Agent in connection with 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
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Purchase and the related Letter of Transmittal. Additional copies of such
documents can be obtained by contacting the Information Agent at 1-800-554-7733.
# # #
For further information contact: Martin A. Reynolds, EG&G, Inc.
Tel. (781) 431-4282
