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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
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 page(s))
(Page 1 of 4 Pages)
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This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1/A
("Amendment No. 1") 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 ("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 (the "Original Statement").
The Original Statement is amended as follows:
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(e) is hereby amended and
supplemented by the following:
On October 30, 1998, the Parent issued a press release, the full text of
which is set forth in Exhibit (a)(10) attached hereto and 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)(9) the following:
(a)(10) Text of Press Release as published October 30, 1998, issued by the
Parent.
Page 2 of 4 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. 1 is true, complete and
correct.
Dated: October 30, 1998 EG&G, INC.
By: /s/ Murray Gross
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Name: Murray Gross
Title: Senior Vice President
LIGHTHOUSE WESTON CORP.
By: /s/ Daniel T. Heaney
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Name: Daniel T. Heaney
Title: Treasurer
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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) 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.
**(b)(1) Termination, Replacement and Restatement Agreement dated as of
March 6, 1998, among the Parent, the Lenders listed therein and
the 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
Parent, the Purchaser and the Company.
*(c)(2) Stockholders' Agreement dated as of October 21, 1998, among
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)(10)
[LETTERHEAD OF EG&G, INC.]
LITIGATION COMMENCED AGAINST LUMEN
IN CONNECTION WITH PROPOSED ACQUISITION BY EG&G
Wellesley, Mass . . . EG&G, Inc. (NYSE: EGG) today announced that on October
27, 1998, Rachel Samet filed suit in the Court of Chancery of the State of
Delaware (C.A. No. 16744NC) against Lumen Technologies, Inc., its directors and
executive officers alleging breach of certain fiduciary and other common law
duties owed by them to the plaintiff and other holders of Lumen Common Stock in
connection with the proposed acquisition of Lumen by EG&G. The suit seeks,
among other things, a declaration that the action is properly maintainable as a
class action, certification of the plaintiff as the representative of the class
and a preliminary and permanent injunction against the defendants proceeding
with the proposed transaction. In addition, in the event that the proposed
acquisition is consummated, the suit seeks rescission or an award of rescissory
damages to the class. Lumen has advised EG&G that Lumen intends to vigorously
defend against the plaintiff's claims.
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.
