<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 8
(Final Amendment)
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
-----------------------------------------
LUMEN TECHNOLOGIES, INC.
------------------------
(Name of Subject Company)
EG&G, INC.
LIGHTHOUSE WESTON CORP.
-----------------------
(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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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EG&G, INC.
IRS No. 04-2052042
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, BK, OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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7. SOLE VOTING POWER
18,754,556*
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,752,338(1)
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 18,754,556*
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,506,884(2)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.3% (Based on Shares outstanding as of December 14, 1998)
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
* Includes 322,845 Shares tendered pursuant to guarantees of delivery.
(1) Represents Shares that are subject to the Stockholders' Agreement described
in this Schedule 14D-1/13D and consists of 1,752,338 Shares subject to stock
options outstanding on December 14, 1998. Pursuant to the Stockholders'
Agreement, the Purchaser has been granted an irrevocable proxy to vote such
Shares in favor of the Merger described herein.
(2) Includes the Shares described in footnote (1) above.
<PAGE> 3
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIGHTHOUSE WESTON CORP.
IRS No. 04-3438030
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7. SOLE VOTING POWER
18,754,556*
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,752,338(1)
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH: 18,754,556*
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,506,884(2)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
93.3% (Based on Shares outstanding as of December 14, 1998)
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
* Includes 322,845 Shares tendered pursuant to guarantees of delivery.
(1) Represents Shares that are subject to the Stockholders' Agreement described
in this Schedule 14D-1/13D and consists of 1,752,338 Shares subject to stock
options outstanding on December 14, 1998. Pursuant to the Stockholders'
Agreement, the Purchaser has been granted an irrevocable proxy to vote such
Shares in favor of the Merger described herein.
(2) Includes the Shares described in footnote (1) above.
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This Amendment No. 8 to Tender Offer Statement on Schedule 14D-1/A
("Amendment No. 8") is the final amendment relating 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, Amendment No. 6 thereto dated December 11, 1998, and Amendment
No. 7 thereto dated December 15, 1998 (the "Original Statement").
Pursuant to Instruction D of Schedule 14D-1, the Original Statement is
hereby amended and supplemented as follows:
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding at the end thereof the
following:
The Offer expired at 6:00 p.m., New York City time, on Tuesday, December
15, 1998. On December 16, 1998, the Purchaser accepted for payment all of the
18,754,556 Shares (including 322,845 Shares subject to guarantees of delivery)
which were validly tendered and not properly withdrawn pursuant to the Offer.
This number of Shares equals approximately 92.8% of the Company's outstanding
Common Stock at December 14, 1998.
Item 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
On December 16, 1998, Parent issued a press release, a copy of which
is attached hereto as Exhibit (a)(16) 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)(15) the following:
(a)(16) Text of Press Release dated December 16, 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. 8 is true, complete and
correct.
Dated: December 16, 1998 EG&G, INC.
By: /s/ Murray Gross
----------------------------
Name: Murray Gross
Title: Senior Vice President
LIGHTHOUSE WESTON CORP.
By: /s/ Philip Ayers
----------------------------
Name: Philip Ayers
Title: Secretary
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INDEX OF EXHIBITS
Number Exhibit Name
- ------ ------------
*(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.
(a)(16) Text of Press Release dated December 16, 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").
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*(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.
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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)(16)
FOR IMMEDIATE RELEASE
16 December 1998
EG&G ANNOUNCES SUCCESSFUL CLOSE OF LUMEN TENDER OFFER
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WELLESLEY, MASSACHUSETTS .... EG&G, Inc. (NYSE:EGG) today announced that it had
successfully completed its tender offer to purchase shares of Lumen
Technologies, Inc. (NYSE: LNM), Rye, New York, as of 6:00 p.m. yesterday, 15
December. The cash tender offer, which commenced on 27 October, was to purchase
all of the outstanding shares of common stock of Lumen, a maker of
high-technology specialty light sources, at $7.75 per share. The tender offer
was made pursuant to a previously announced agreement between EG&G and Lumen
where an EG&G subsidiary would acquire Lumen for approximately $250 million in
cash and assumed debt.
According to the depository for the offer, 18,754,556 shares of Lumen common
stock, including shares tendered pursuant to notices of guaranteed delivery,
were tendered and accepted for payment. This number of shares represents
approximately 93% of the issued and outstanding shares of Lumen common stock.
The merger agreement provides that, subject to the fulfillment of certain
conditions, EG&G's subsidiary will be merged with Lumen and any shares of Lumen
common stock not owned by EG&G or its subsidiary will be converted into the
right to receive $7.75 per share in cash.
As a result of this acquisition, Lumen will add products that include
high-intensity specialty discharge lamps for cinema projection and stage and
studio lighting to EG&G's Optoelectronics product offerings. EG&G products
include specialty flashlamps, as well as flashtubes used every year in more than
100 million single-use cameras. Together, the companies will be positioned to
serve a diverse customer base in high-growth, specialty light-source markets.
Lumen had pro forma 1997 sales of $138.4 million and pro forma six month 1998
sales of $77 million. Lumen has an employee base of 1,140 and operations in
California, Connecticut, the United Kingdom and Italy.
"We are delighted to reach this milestone in the acquisition process," said
Gregory L. Summe, EG&G President and COO. "Lumen is a strong strategic fit for
EG&G and will complement our Optoelectronics' product mix. Our combined
manufacturing, selling, distribution and R&D expertise will greatly improve our
ability to serve our customers."
EG&G gains a company renowned for developing state-of-the-art lamps and related
products used for projection applications. Lumen will benefit from EG&G's
low-cost manufacturing facilities and the opportunity to work with suppliers for
the major components of lamps and related systems.
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EG&G expects this acquisition to be slightly accretive to 1999 earnings per
share.
In a related development, EG&G announced that upon closing of its new revolving
credit facilities, the amount that the Company is authorized to borrow via the
commercial paper market will be increased from $200 million to $300 million.
FORWARD-LOOKING INFORMATION
This press release contains a number of "forward-looking statements" about the
Lumen acquisition, the future benefits EG&G expects to derive as a result of
this acquisition and the effect of the acquisition on 1999 earnings. There are a
number of important factors that could cause actual events or results to differ
materially from those expected or indicated by such statements. These factors
include, the risk that the acquisition may not be consummated, EG&G's success in
integrating Lumen into its own operations, and the risk that anticipated
benefits from the acquisition may not occur or may be delayed or reduced in
their realization.
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.
For further information contact: Deborah S. Lorenz, EG&G, Inc.
Vice President of Investor Relations and
Corporate Communications
Tel: (781) 431-4306
Martin A. Reynolds, EG&G, Inc.
Manager of Corporate Communications
Tel: (781) 431-4282
