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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Statement on
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MICRODYNE CORPORATION
(Name of Subject Company)
L-M ACQUISITION CORPORATION
L-3 COMMUNICATIONS CORPORATION
L-3 COMMUNICATIONS HOLDINGS, INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
595067109
(CUSIP Number of Class of Securities)
CHRISTOPHER C. CAMBRIA, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
L-3 COMMUNICATIONS CORPORATION
60 0 THIRD AVENUE
N EW YORK, NY 10016
TELEPHONE: (212) 697-1111
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
WILLIAM E. CURBOW, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 and Statement on Schedule 13D filed on December 9, 1998 (as
amended, the "Schedule 14D-1") relating to the offer by L-M Acquisition
Corporation, a Maryland corporation ("Purchaser") and a wholly owned subsidiary
of L-3 Communications Corporation, a Delaware corporation ("Parent"), to
purchase all of the outstanding shares of Common Stock, par value $0.10 per
share ("Shares"), of Microdyne Corporation, a Maryland corporation ("Company"),
at a purchase price of $5.00 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, dated December 9, 1998 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with the Offer to
Purchase, as amended from time to time, constitute the "Offer"). Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to them in the Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 1 under Item 6 is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
At 12:00 midnight, New York City time, on Thursday, January 7, 1999,
the Offer expired. Based on information provided by the Depositary, a total of
approximately 12,049,673 Shares (or approximately 91.9% of the Shares
outstanding) (including approximately 111,700 Shares subject to guarantee of
delivery) were validly tendered and not properly withdrawn pursuant to the
Offer. Purchaser has accepted for payment and has notified the Depositary to
promptly pay for the tendered and accepted Shares at the purchase price of $5.00
per Share in cash.
Pursuant to the Merger Agreement, Purchaser will be merged into the
Company in accordance with the Maryland General Corporation Law (the "MGCL") as
promptly as practicable. As a result of the Merger, the Company will become a
wholly owned subsidiary of Parent and each Share issued and outstanding
immediately prior to the Effective Time of the Merger (other than Shares owned
by Parent or Purchaser and if Appraisal Rights are available because the Shares
are no longer listed on Nasdaq on the Appraisal Date, Shares held by
stockholders who have not voted in favor of or consented to the Merger and who
have properly demanded appraisal of their Shares in accordance with the MGCL)
shall be cancelled, extinguished and converted into the right to receive $5.00
per Share in cash, without interest, less any required withholding taxes.
The consummation of the Offer was publicly announced in a press
release issued by Parent on January 8, 1999, a copy of which is filed as
Exhibit (a)(9) hereto and incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b) of the Schedule 14D-1 is hereby amended and supplemented
as follows:
The information provided in this Amendment No. 1 under Item 6 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
11(a)(9) Press release issued by Parent on January 8, 1999.
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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 Statement is true, complete and
correct.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ CHRISTOPHER C. CAMBRIA
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Name: Christopher C. Cambria
Title: Vice President and
General Counsel
L-3 COMMUNICATIONS CORPORATION
By: /s/ CHRISTOPHER C. CAMBRIA
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Name: Christopher C. Cambria
Title: Vice President, General
Counsel and Secretary
L-M ACQUISITION CORPORATION
By: /s/ CHRISTOPHER C. CAMBRIA
-------------------------------------
Name: Christopher C. Cambria
Title: President and Secretary
Date: January 11, 1999
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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11(a)(9) Press release issued by Parent on January 8, 1999
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EXHIBIT 11(a)(9)
[L-3 Communications Letterhead]
CONTACT: Cynthia Swain
Vice President, Corporate Communications
L-3 Communications
212-697-1111
Morgan-Walke Associates
June Filingeri, Jeffrey Zack
Media Contacts: Richard Dukas, Ann Travers
212-850-5600
L-3 COMMUNICATIONS COMPLETES CASH TENDER OFFER
FOR MICRODYNE CORPORATION
-- Acquires 91.9% Of Microdyne's Shares --
NEW YORK, NY, January 8, 1999 -- L-3 Communications (NYSE:LLL) today
announced that it has successfully completed its previously announced cash
tender offer for all of the outstanding common stock of Microdyne Corporation
(NASDAQ:MCDY) for $ 5.00 per share. As of January 7, a total of approximately
12,049,673 shares, representing approximately 91.9% of the outstanding shares
of Microdyne, were validly tendered and not properly withdrawn pursuant to the
offer.
L-3 Communications, through its wholly owned subsidiary making the offer,
has accepted for purchase all the shares validly tendered and not properly
withdrawn prior to the expiration of the offer on January 7, 1999. As soon as
practicable, Microdyne will be merged with the subsidiary and Microdyne shares
not purchased in the offer will convert into the right to receive $5.00 in
cash.
L-3 Communications is a leading merchant supplier of secure communication
systems and products, microwave components, avionics and ocean systems and
telemetry, instrumentation, space and wireless products. Its customers include
the Department of Defense, selected U.S. government intelligence agencies,
aerospace an defense prime contractors, foreign governments and commercial
telecommunications and cellular customers.
Headquartered in Alexandria, Virginia, Microdyne is a premier global
developer and manufacturer of aerospace telemetry receivers, secure
communications and technical support services, including specialized telemetry
high-frequency radios used in aerospace and satellite communications for data
gathering and analysis. The company also provides products for the government
and commercial segments of the U.S. signal intelligence industry and support
and repair services for electronic products companies.
