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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 6
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. 6 to Tender Offer Statement on Schedule 14D-1/A
("Amendment No. 6") 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, and Amendment No. 5 thereto dated December 3, 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 11, 1998, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(14) 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)(13) the following:
(a)(14) Text of Press Release dated December 11, 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. 6 is true, complete and
correct.
Dated: December 11, 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
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.
*(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.
**(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").
*(b)(4) First Amendment, dated as of November 20, 1998, to the 364-Day
Competitive Advance and Revolving Credit Agreement.
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*(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.
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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).
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Exhibit (a)(14)
[LETTERHEAD OF EG&G, INC.]
FOR IMMEDIATE RELEASE
11 December 1998
EG&G ANNOUNCES TIMETABLE FOR COMPLETION
OF LUMEN TENDER OFFER
Expiration Date for Tender Offer is 6 p.m., on Tuesday, December 15, 1998
Wellesley, Massachusetts..... EG&G (NYSE: EGG) announced today that it has been
informed that the Department of Justice will not file suit to stop the proposed
acquisition of Lumen Technologies, Inc. (NYSE: LNM) before the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the offer
expires at 11:59 p.m., on Monday, December 14, 1998, clearing the way for EG&G
to complete its tender offer.
EG&G expects to purchase all tendered shares shortly after the expiration of the
offer at 6:00 p.m., New York City time, on Tuesday, December 15. According to
the depository for the offer, as of the close of business on December 10, 1998,
17,453,728 shares of Lumen common stock had been validly tendered pursuant to
the offer. This number of shares would be 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.
For further information contact: Deborah S. Lorenz, EG&G, Inc.
Vice President, Investor Relations and
Corporate Communications
Tel: (781) 431-4306
Sally Curley, EG&G, Inc.
Manager, Investor Relations
Tel: (781) 431-4143
