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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
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. 4 to Tender Offer Statement on Schedule 14D-1/A
("Amendment No. 4") 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 and
Amendment No. 3 thereto dated November 10, 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 November 20, 1998, the Parent, as the ultimate parent entity of the
Purchaser, received a request for additional information (a "Second Request")
from the Antitrust Division of the Department of Justice (the "Antitrust
Division") under the Hart-Scott-Rodino Improvements Act of 1976, as amended (the
"HSR Act"). Unless earlier terminated, the Second Request extends the waiting
period under the HSR Act until ten calendar days after substantial compliance by
the Parent with such request.
Pursuant to the Merger Agreement, Parent has extended the expiration
date of the tender offer to 6:00 p.m., New York City time, on December 3, 1998.
On November 23, 1998, the Parent issued a press release announcing
receipt of the Second Request and the extension of the expiration date, the full
text of which is set forth in Exhibit (a)(12) attached hereto and is
incorporated herein by reference.
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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)(11) the following:
(a)(12) Text of Press Release as published November 23, 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. 4 is true, complete and
correct.
Dated: November 23, 1998 EG&G, INC.
By: /s/ Stephen P. De Falco
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Name: Stephen P. De Falco
Title: Vice President of Strategic
Planning and Business
Development
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.
**(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.
*(c)(3) Confidentiality Agreement dated as of June 9, 1998 between the
Parent and the Company.
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(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)(12)
[LETTERHEAD OF EG&G, INC.]
FOR IMMEDIATE RELEASE
23 November 1998
EG&G EXTENDS EXPIRATION DATE OF LUMEN TENDER OFFER
EG&G to Provide Department of Justice Additional Information
Concerning Acquisition
Wellesley, Mass..... EG&G (NYSE: EGG) announced today that it has extended the
expiration date of its $7.75 per share cash tender offer for Lumen Technologies,
Inc. (NYSE: LNM) Common Stock to 6:00 p.m., New York City time, on Thursday,
December 3, 1998. EG&G noted that the other terms and conditions of its tender
offer remained unchanged.
The extension was prompted by a request for additional information from the
Antitrust Division of the Department of Justice. EG&G said that it will comply
with this second request as expeditiously as practicable in order to complete
the transaction.
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. Unless
terminated earlier, the waiting period will expire at 11:59 p.m., Eastern time,
on the tenth calendar day after the date that EG&G substantially complies with
this second request.
The offer had previously been scheduled to expire at 12:00 midnight, New York
City time, on Tuesday, November 24, 1998. According to the depository for the
offer, as of the close of business on November 20, 1998, 3,935,155 shares of
Lumen common stock had been validly tendered pursuant to 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.
