<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LOGIMETRICS, INC.
---------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------------------------------
(Title of Class of Securities)
541410106
-----------
(CUSIP Number)
Christopher C. Cambria, Esq.
Vice President, General Counsel and Secretary
L-3 Communications Corporation
600 Third Avenue
New York, NY 10016
Telephone: (212) 697-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
James P. Gerkis, Esq.
Whitman Breed Abbott & Morgan LLP
200 Park Avenue
New York, NY 10166
(212) 351-3000
July 11, 2000
---------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L-3 COMMUNICATIONS CORPORATION
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, BK AND SC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER*
OWNED BY 108,901,622
EACH ----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------
10. SHARED DISPOSITIVE POWER*
108,901,622
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,901,622
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
------------------------
* 40,402,611 shares have been pledged to LogiMetrics, Inc. (the "Company")
pursuant to the Stock Pledge Agreement dated as of July 10, 2000, made by L-3
Communications Corporation ("Purchaser"), as pledgor, in favor of the Company,
as pledgee, to secure the obligations of Purchaser under the Secured Promissory
Note, dated July 10, 2000, made by Purchaser to the Company, in the principal
amount of $6,500,000, as payment for a portion of the purchase price for the
93,236,794 newly issued shares of the Company's common stock, par value $0.01
per share, acquired by Purchaser pursuant to the Purchase Agreement, dated July
10, 2000 (the "Purchase Agreement"), between the Company and Purchaser, all as
more fully described herein.
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<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%* (based on 184,535,608 shares outstanding)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------------------
* Such percentage is subject to adjustment as set forth in Section 1.3 of the
Purchase Agreement.
-3-
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
--------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L-3 COMMUNICATIONS HOLDINGS, INC.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER*
OWNED BY 108,901,622
EACH ----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------
10. SHARED DISPOSITIVE POWER*
108,901,622
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,901,622
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
------------------------
* 40,402,611 shares have been pledged to the Company pursuant to the Stock
Pledge Agreement dated as of July 10, 2000, made by Purchaser, as pledgor, in
favor of the Company, as pledgee, to secure the obligations of Purchaser under
the Secured Promissory Note, dated July 10, 2000, made by Purchaser to the
Company, in the principal amount of $6,500,000, as payment for a portion of the
purchase price for the 93,236,794 newly issued shares of the Company's common
stock, par value $0.01 per share, acquired by Purchaser pursuant to the Purchase
Agreement, all as more fully described herein.
-4-
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%* (based on 184,535,608 shares outstanding)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
----------------------
* Such percentage is subject to adjustment as set forth in Section 1.3 of the
Purchase Agreement.
-5-
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement on
Schedule 13D (this "Statement") relates is common stock, par value
$0.01 per share (the "Common Stock"), of LogiMetrics, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 50 Orville Drive, Bohemia, New York 11716.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by L-3 Communications Corporation, a Delaware
corporation ("Purchaser"), and L-3 Communications Holdings, Inc., a
Delaware corporation ("Holdings").
Holdings is a publicly traded corporation. Purchaser is a wholly owned
subsidiary of Holdings.
Holdings conducts all its operations through Purchaser and Purchaser's
subsidiaries. Purchaser is a leading merchant supplier of
sophisticated secure communication systems and specialized
communication products. Purchaser produces secure, high data rate
communication systems, microwave components, avionics and ocean
systems and telemetry, instrumentation and space products.
Both Purchaser and Holdings have their principal executive offices at
600 Third Avenue, New York, New York 10016. The address of the
principal business of both Purchaser and Holdings is 600 Third Avenue,
New York, New York 10016.
The name, citizenship, business address and present principal
occupation or employment of each of the directors and executive
officers of Purchaser and Holdings are set forth in Appendix A hereto,
which Appendix A is incorporated herein by reference.
During the last five years, neither Purchaser nor Holdings nor, to the
best knowledge of Purchaser or Holdings, any of the persons listed in
Appendix A hereto (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Purchase Agreement, dated July 10, 2000 (the "Purchase
Agreement"), between Purchaser and the Company, on July 11, 2000
Purchaser purchased from the Company an aggregate of 93,236,794 newly
issued shares of Common Stock (the "Purchaser Shares") (such aggregate
number of Purchaser Shares being subject to adjustment as provided in
Section 1.3 of the Purchase Agreement, a copy of which is attached
hereto as Exhibit 7.2 and which Section 1.3 is incorporated herein by
reference), for a total purchase price of $15,000,000 paid at the
closing under the Purchase Agreement as follows: (i) cash in the
amount of $8,500,000 (the "Cash Funding"); and (ii) a secured
promissory note of the Purchaser in the principal amount of $6,500,000
(the "Secured Promissory Note") initially secured by a pledge of
40,402,611 Purchaser Shares (the "Pledged Shares") pursuant to the
Stock Pledge Agreement, dated as of July 10, 2000 (the "Stock Pledge
Agreement"), made by Purchaser in favor of the Company. The Secured
Promissory Note will be prepaid from time to time as necessary to fund
the Company's reasonable ongoing working capital needs. If not paid
prior thereto, the Secured Promissory Note will be paid in full on the
earlier of (i) January 2, 2001 and (ii) the date that the Company
consummates a
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<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
qualifying public offering of its equity securities. The Purchase
Agreement, the Secured Promissory Note and the Stock Pledge Agreement,
attached hereto as Exhibits 7.2, 7.3 and 7.4, respectively, are
incorporated herein by reference.
The Cash Funding was, and any payments under the Secured Promissory
Note will be financed using: (i) borrowings under Purchaser's senior
credit facilities with a syndicate of banks and financial institutions
led by Bank of America, N.A., as administrative agent pursuant to (A)
the Second Amended and Restated Credit Agreement (the "Amended and
Restated Credit Agreement"), (B) the Amended and Restated 364 Day
Credit Agreement (the "Amended and Restated 364 Day Credit
Agreement"), and (C) the New 364 Day Credit Agreement (the "New 364
Day Credit Agreement"), in each case dated as of April 24, 2000, among
Purchaser, as Borrower, the Several Lenders from time to time Parties
thereto, the Certain Financial Institutions named as Co-Agents
therein, Bank of America Securities LLC and Lehman Commercial Paper
Inc., as Arrangers, Bank of America, N.A., as Administrative Agent,
and Lehman Commercial Paper Inc., as Documentation Agent and
Syndication Agent (the Amended and Restated Credit Agreement, the
Amended and Restated 364 Day Credit Agreement and the New 364 Day
Credit Agreement are sometimes referred to herein, collectively, as
the "Senior Credit Facilities"); (ii) Purchaser's working capital;
or (iii) a combination of clauses (i) and (ii).
The Amended and Restated Credit Agreement provides for a $200,000,000
revolving credit facility expiring on March 31, 2003; the Amended and
Restated 364 Day Credit Agreement provides for a $200,000,000 364-day
revolving credit facility expiring on August 10, 2000; the New 364 Day
Credit Agreement provides for a $300,000,000 364-day revolving credit
facility expiring on April 27, 2001; provided, however, that all or a
portion of the revolving credit facility under the Amended and
Restated 364 Day Credit Agreement may be extended for a period of 364
days following August 10, 2000 with the consent of lenders holding not
less than 50% of the commitments; provided further, however, that
Purchaser may convert all or portion of the outstanding principal
amount of the loans outstanding under the revolving credit facility
under the Amended and Restated 364 Day Credit Agreement to term loans
on August 10, 2000 or the date 364 days thereafter (the "364 Day
Termination Date"). The revolving credit facility under the Amended
and Restated 364 Day Credit Agreement includes borrowing capacity
available for letters of credit and for borrowing on same-day notice
(the "Swingline Loans").
All borrowings under the Senior Credit Facilities bear interest, at
Purchaser's option, at either: (i) a "base rate" equal to, for any
day, the higher of: (A) 0.50% per annum above the latest Federal Funds
Rate; and (B) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America National Trust &
Savings Association in San Francisco, California, as its "reference
rate" plus a spread ranging from 1.75% to 0.375% per annum depending
on Purchaser's ratio of debt to EBITDA (as defined in the Senior
Credit Facilities ("Bank EBITDA")) at the time of determination; or
(ii) a "LIBOR rate" equal to, for any Interest Period (as defined in
the Senior Credit Facilities), the London interbank offered rate of
interest per annum for such Interest Period as determined by the
Administrative Agent, plus a spread ranging from 2.75% to 1.25% per
annum depending on Purchaser's ratio of debt to Bank EBITDA; provided,
however, that Swingline Loans can only bear interest at a "base rate"
plus the applicable spread.
Purchaser will pay commitment fees calculated at a rate (i) ranging
from 0.50% to 0.30% per annum on the daily amount of the available
unused commitment under the revolving credit facility under the
Amended and Restated Credit Agreement, and (ii) ranging from 0.30%
to 0.20% per annum on the daily amount of the available unused
commitment under the revolving credit facilities under both the
Amended and Restated 364 Day Credit Agreement and the New 364 Day
Credit Agreement, in each case depending on Purchaser's ratio of
debt-to-EBITDA in effect on each day. Such commitment fees will be
payable quarterly in arrears and upon termination of the Senior
Credit Facilities.
Purchaser will pay a letter of credit fee calculated at a rate ranging
from (i) 1.375% to 0.625% per annum
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<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
in the case of performance letters of credit, and (ii) 2.75% to 1.25%
in the case of all other letters of credit, in each case depending on
Purchaser's ratio of debt to Bank EBITDA at the time of determination.
Purchaser also will pay a fronting fee equal to 0.1250% per annum on
the aggregate face amount of all outstanding letters of credit. Such
fees will be payable quarterly in arrears and upon the termination of
the Senior Credit Facilities. In addition, Purchaser will pay
customary transaction charges in connection with any letters of
credit. The Senior Credit Facilities provide for the issuance of
letters of credit in currencies other than United States Dollars.
The foregoing debt-to-EBITDA dependent rates range from the
highest rate specified if the ratio of debt-to-EBITDA is greater
than 4.75 to 1.0 and the lowest rate specified if such ratio is less
than 2.75 to 1.0.
If the loans under the Amended and Restated 364 Day Credit Agreement
are converted into term loans, such term loans shall be repaid by the
Borrower in nine consecutive quarterly installments commencing on
March 31, 2001, by funding on each amortization payment date set forth
below an amount necessary to cause the aggregate principal amount of
term loans outstanding on such date to not exceed an amount equal to
the product of (x) the "Applicable Percentage" set forth opposite such
amortization payment date multiplied by (y) the aggregate amount of
commitments of lenders to make loans under the Amended and Restated
364 Day Agreement on the 364 Day Termination Date (the "Applicable
Converted Commitment"):
<TABLE>
<CAPTION>
Applicable Percentage of the
Amortization Payment Date Applicable Converted Commitment
------------------------- -------------------------------
<S> <C>
3/31/01 90.0%
6/30/01 80.0%
9/30/01 70.0%
12/31/01 60.0%
3/31/02 50.0%
6/30/02 40.0%
9/30/02 30.0%
12/31/02 20.0%
3/31/03 0.0%
</TABLE>
Borrowings under the Senior Credit Facilities are subject to mandatory
prepayment (i) with the net proceeds of any incurrence of
indebtedness, (ii) with 50% of the net proceeds of the issuance of
equity securities, and (iii) with the proceeds of asset sales, in each
case subject to certain exceptions.
Purchaser's obligations under the Senior Credit Facilities are secured
by (i) a pledge by Holdings of the stock of Purchaser, and (ii) a
pledge by Purchaser and its material direct and indirect subsidiaries
of all of the stock of their respective material domestic subsidiaries
and 65% of the stock of Purchaser's material first-tier foreign
subsidiaries. In addition, indebtedness under the Senior Credit
Facilities is guaranteed by Holdings and by all of Purchaser's direct
and indirect material domestic subsidiaries.
The Senior Credit Facilities contain customary covenants and
restrictions on Purchaser's ability to engage in certain activities.
In addition, the Senior Credit Facilities provide that Purchaser must
meet or exceed an interest coverage ratio and must not exceed a
leverage ratio. The Senior Credit Facilities also include customary
events of default.
The Amended and Restated Credit Agreement, the Amended and Restated
364 Day Credit Agreement and the New 364 Day Credit Agreement, copies
of which are attached hereto as Exhibit 7.7, Exhibit 7.8, and Exhibit
7.9, respectively, are incorporated herein by reference.
-8-
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
ITEM 4. PURPOSE OF TRANSACTION.
Purchaser acquired the Purchaser Shares, which Purchaser Shares
constituted at the closing under the Purchase Agreement approximately
55.2% of the outstanding Common Stock (or 53.5% of the outstanding
Common Stock on a fully diluted basis (calculated after giving effect
to the transactions contemplated by the Purchase Agreement and certain
anti-dilution adjustments set forth in the Purchase Agreement)) to
obtain a controlling equity interest in the Company. Each of Purchaser
and Holdings is the beneficial owner (calculated in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
108,901,622 shares of Common Stock or 59.0% of the Common Stock (based
on 184,535,608 shares outstanding).
(a), (d), (e), and (j) -- The information set forth in the following
sections of the Company's Information Statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
promulgated thereunder, dated July 20, 2000 (the "Information
Statement"), is incorporated herein by reference in its entirety:
"The Transaction", "Right to Designate Directors", "L-3 Designees",
"Stockholders Agreement", "Employment Agreements and Compensation
Arrangements", "Stock Compensation Program", "Transaction Option
Grants" and "Certain Related Party Transactions
-- Registration Rights Agreements".
(b), (c), (f), (g), (h), and (i) -- Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Each of Purchaser and Holdings is the beneficial owner (calculated in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) of 108,901,622 shares of Common Stock or 59.0% of the Common
Stock (based on 184,535,608 shares outstanding).
The information set forth in the following sections of the Information
Statement is incorporated herein by reference in its entirety: "The
Transaction" and "Transaction Option Grants".
(b) Purchaser and Holdings have shared power to vote and dispose of all of
the shares of Common Stock referred to above in Item 5 (a), subject,
however, in respect of the Pledged Shares only, to the Stock Pledge
Agreement a copy of which is attached hereto as Exhibit 7.4. The
provisions of Sections 4, 5, 7 and 9 of the Stock Pledge Agreement
are incorporated herein by reference. Pursuant to the Stock Pledge
Agreement and unless a Triggering Event (as defined in the Stock
Pledge Agreement) shall have occurred, Purchaser is entitled to
receive all cash dividends paid in respect of the Pledged Shares,
to vote the Pledged Shares and to give a consent, waiver or
ratification in respect of the Pledged Shares, but only to
the extent that such vote, consent, waiver or ratification would not
impair the Collateral (as defined in the Stock Pledge Agreement) or
violate any provision of the Stock Pledge Agreement. For every
prepayment or payment by Purchaser of a portion of the principal
amount of the Secured Promissory Note, a number of the Pledged Shares
calculated pursuant to the formula set forth in Section 1.1(d) of the
Purchase Agreement will be released from the pledge under the Stock
Pledge Agreement and delivered to Purchaser. Section 1.1(d) of the
Purchase Agreement is incorporated herein by reference. Upon payment
of the Secured Promissory Note in full, all Purchaser Shares then
subject to the pledge under the Stock Pledge Agreement will be
automatically released from such pledge and delivered to Purchaser.
(c) Not applicable.
(d) Neither Purchaser nor Holdings, nor, to the best knowledge of
Purchaser or Holdings, any of the persons listed in Appendix A, know
of any other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, any of the Purchaser Shares, other than, in respect of the Pledged
Stock only, pursuant to the Stock Pledge Agreement. The response to
Item 5(b) is incorporated herein by reference in its entirety.
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<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
SECURITIES OF THE ISSUER.
The responses to Item 3 and Item 4 are incorporated herein by
reference in their entirety. The Joint Filing Agreement, dated as of
July 20, 2000, between Purchaser and Holdings (a copy of which is
attached hereto as Exhibit 7.1), the Stockholders Agreement, dated
July 10, 2000, among the Company, Purchaser and the Existing Holders
named therein (a copy of which is attached hereto as Exhibit 7.5), and
the Registration Rights Agreement, dated as of July 10, 2000, among
the Purchaser and the other signatories thereto (a copy of which is
attached hereto as Exhibit 7.6), are incorporated herein by reference
in their entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Joint Filing Agreement, dated as of July 20, 2000,
between Purchaser and Holdings.
Exhibit 7.2 Purchase Agreement, dated July 10, 2000, between
Purchaser and the Company.*
Exhibit 7.3 Secured Promissory Note, dated July 10, 2000, made by
Purchaser to the Company, in the principal amount of
$6,500,000.
Exhibit 7.4 Stock Pledge Agreement, dated as of July 10, 2000, made
by Purchaser in favor of the Company.
Exhibit 7.5 Stockholders Agreement, dated July 10, 2000, among the
Company, Purchaser and the Existing Holders named
therein.
Exhibit 7.6 Registration Rights Agreement, dated as of July 10,
2000, among the Company, Purchaser and the other
signatories thereto.
Exhibit 7.7 Second Amended and Restated Credit Agreement, dated as
of April 24, 2000, among Purchaser, as Borrower, the
Several Lenders from time to time Parties thereto, the
Certain Financial Institutions named as Co-Agents
therein, Bank of America Securities LLC and Lehman
Commercial Paper Inc., as Arrangers, Bank of America,
N.A., as Administrative Agent and Lehman Commercial
Paper Inc., as Documentation Agent and Syndication
Agent.*
Exhibit 7.8 Amended and Restated 364 Day Credit Agreement, dated
as of April 24, 2000, among Purchaser, as Borrower, the
Several Lenders from time to time Parties thereto, the
Certain Financial Institutions named as Co-Agents
therein, Bank of America Securities LLC and Lehman
Commercial Paper Inc., as Arrangers, Bank of America,
N.A., as Administrative Agent and Lehman Commercial
Paper Inc., as Documentation Agent and Syndication
Agent.*
Exhibit 7.9 New 364 Day Agreement, dated as of April 24, 2000,
among Purchaser, as Borrower, the Several Lenders from
time to time Parties thereto, the Certain Financial
Institutions named as Co-Agents therein, Bank of
America Securities LLC and Lehman Commercial Paper
Inc., as Arrangers, Bank of America, N.A., as
Administrative Agent and Lehman Commercial Paper Inc.,
as Documentation Agent and Syndication Agent.*
Exhibit 7.10 The Company's Information Statement pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule
14f-1 promulgated thereunder, dated July 20, 2000.
----------
* The schedules to this agreement have been omitted. Purchaser and Holdings
agree to furnish such schedules supplementally to the Commission upon request.
-10-
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 20, 2000
L-3 COMMUNICATIONS CORPORATION
By: /S/ CHRISTOPHER C. CAMBRIA
----------------------------------------------------
Name: Christopher C. Cambria
Title: Vice President, General Counsel and Secretary
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /S/ CHRISTOPHER C. CAMBRIA
----------------------------------------------------
Name: Christopher C. Cambria
Title: Vice President and General Counsel
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<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS
OF PURCHASER AND HOLDINGS
The name, business address and present principal occupation or employment
of each director and executive officer of Purchaser and Holdings and certain
other information are set forth below. The business address of each such
director and executive officer is: c/o L-3 Communications Corporation, 600 Third
Avenue, New York, New York 10016. Unless otherwise indicate, each occupation set
forth opposite an individual's name refers to employment with Purchaser and
Holdings. All directors and executive officers listed below are citizens of the
United States.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
Directors
---------
<S> <C>
Frank C. Lanza Director since April 1997; Chairman and Chief Executive
Officer since April 1997.
Robert V. LaPenta Director since April 1997; President & Chief Financial
Officer since April 1997.
David J. Brand Director since April 1997; Member of the Audit
Committee. Mr. Brand is Managing Director of Lehman
Brothers and a principal in the Global Mergers &
Acquisitions Group, leading Lehman Brothers' Technology
Mergers and Acquisitions business. Mr. Brand joined
Lehman Brothers in 1987 and has been responsible for
merger and corporate finance advisory services for many
of Lehman Brothers' technology and defense industry
clients. Mr. Brand currently is a director of K&F
Industries, Inc.
Thomas A. Corcoran Director since July 1997. Member of Audit Committee.
Mr. Corcoran has been the President and Chief Executive
Officer of Allegheny Teledyne Incorporated ("ATI")
since October 1999. Mr. Corcoran is a Director of ATI
and Chairman of the Board of Teledyne Technologies
Incorporated. Mr. Corcoran also is a member of the
Board of Trustees of Stevens Institute of Technology
and a Director of Lincoln Electric Holdings, Inc. and
REMEC, Inc.
Alberto M. Finali Director since April 1997. Mr. Finali is a Managing
Director of Lehman Brothers Holdings Inc. ("Lehman
Brothers") and principal of the Merchant Banking Group,
based in New York. Mr. Finali joined Lehman Brothers in
1987 as a member of the M&A Group in New York and
became a Managing Director in 1997.
Robert B. Millard Director since April 1997; Chairman of the Compensation
Committee. Mr. Millard is a Managing Director of Lehman
Brothers, head of Lehman Brothers' Principal Trading &
Investments Group and principal of the Merchant Banking
Group. Mr. Millard joined Kuhn Loeb & Co. in 1976 and
became a Managing Director of Lehman Brothers in 1983.
Mr. Millard currently is a director of GulfMark
Offshore, Inc. and Weatherford International, Inc.
John E. Montague Director since April 1997; Member of Compensation
Committee. Mr. Montague has been Vice President and
Chief Financial Officer of Lockheed Martin Global
Telecommunications, Inc., a wholly owned subsidiary of
Lockheed Martin, since September 1998. Mr. Montague is
a director of Rational Software Corporation.
</TABLE>
Appendix A-1
<PAGE>
SCHEDULE 13D
CUSIP NO. 541410106
<TABLE>
<S> <C>
John M. Shalikashvili Director since August 1998; Chairman of the Audit
Committee. General Shalikashvili (U.S. Army-ret.) is an
independent consultant and a Visiting Professor at
Stanford University. General Shalikashvili currently is
a director of United Defense Industries Inc., Plug
Power, Inc. and Frank Russell Trust Company.
Alan H. Washkowitz Director since April 1997; Member of Compensation
Committee. Mr. Washkowitz is a Managing Director of
Lehman Brothers and head of the Merchant Banking Group,
and is responsible for the oversight of Lehman Brothers
Merchant Banking Portfolio Partnership L.P. Mr.
Washkowitz joined Lehman Brothers in 1978 when Kuhn
Loeb & Co. was acquired by Lehman Brothers. Mr.
Washkowitz currently is a director of K&F Industries,
Inc., McBridge plc. and Peabody Coal Co.
Arthur L. Simon Director since April 2000. Mr. Simon is an independent
consultant. He currently is a director of Loral Space &
Communications, Inc.
<CAPTION>
Officers
--------
<S> <C>
Frank C. Lanza Chairman and Chief Executive Officer since April 1997.
Robert V. LaPenta President and Chief Financial Officer of the Company
since April 1997.
Christopher C. Cambria Vice President - Secretary and General Counsel. Mr.
Cambria joined the Company in June 1997.
Michael T. Strianese Vice-President - Finance and Controller. Mr. Strianese
joined the Company in April 1997.
Lawrence W. O'Brien Vice President - Treasurer. Mr. O'Brien joined the
Company in June 1997.
Robert F. Mehmel Vice President - Planning and Assistant Secretary. Mr.
Mehmel joined the Company in April 1997.
Joseph S. Paresi Vice-President - Product Development. Mr. Paresi joined
the Company in April 1997.
Lawrence H. Schwartz Vice-President - Business Development. Mr. Schwartz
joined the Company in May 1997.
Jimmie V. Adams Vice President - Washington D.C. Operations. General
Jimmie V. Adams (U.S.A.F.-ret.) joined the Company in
April 1997.
Robert RisCassi Vice-President - Washington, D.C. Operations. General
Robert W. RisCassi (U.S. Army-ret.) joined the Company
in April 1997.
</TABLE>
Appendix A-2
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as.................................. 'SS'
