UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
L-3 COMMUNICATIONS HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
502424104000
(CUSIP Number)
Jennifer Marre
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212)526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
February 10, 1999
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
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)
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
8,020,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
8,020,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,000
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
26.0%
14) Type of Reporting Person
HC/CO
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.
Dated: February 10, 1999
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
<PAGE>
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Inc.
13-2518466
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)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[X]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
1,604,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
1,604,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,000
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9 5.2%
14) Type of Reporting Person
BD/CO
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.
Dated: February 10, 1999
LEHMAN BROTHERS INC.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
<PAGE>
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LB I Group Inc.
13-2741778
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)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
1,604,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
1,604,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,000
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
5.2%
14) Type of Reporting Person
CO
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.
Dated: February 10, 1999
LB I GROUP INC.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Secretary
<PAGE>
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Capital Partners III, L.P.
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)
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
6,416,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
6,416,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,416,000
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
20.8%
14) Type of Reporting Person
LP
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.
Dated: February 10, 1999
LEHMAN BROTHERS CAPITAL PARTNERS III, L.P.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Authorized Signatory
<PAGE>
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers MBG Partners 1997 (A) L.P.
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)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
337,359
8) Shared Voting Power
-0-
9) Sole Dispositive Power
337,359
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
337,359
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
1.1%
14) Type of Reporting Person
LP
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.
Dated: February 10, 1999
LEHMAN BROTHERS MBG PARTNERS 1997 (A) L.P.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Authorized Signer
<PAGE>
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers MBG Partners 1997 (B) L.P.
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)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
149,938
8) Shared Voting Power
-0-
9) Sole Dispositive Power
149,938
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
149,938
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
.5%
14) Type of Reporting Person
LP
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.
Dated: February 10, 1999
LEHMAN BROTHERS MBG PARTNERS 1997 (B) L.P.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Authorized Signer
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 (the
"Common Stock"), of L-3 Communications Holdings, Inc., a Delaware
corporation ("L-3 Communications"). The address of the principal
executive offices of L-3 Communications is 600 Third Avenue,
34th Floor, New York, NY 10016.
Item 2. Identity and Background
This statement is filed on behalf of the following entities:
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm and is General Partner of Lehman
Brothers Capital Partners III, L.P.
Lehman Brothers Inc., a Delaware corporation ("LBI"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
LBI is a wholly owned subsidiary of Holdings and is the parent
of LB I Group Inc.
LB I Group Inc., a Delaware corporation, ("LB I Group"),
3 World Financial Center 200 Vesey Street
New York, NY 10285
LB I Group is a wholly owned subsidiary of LBI and is the General
Partner of Lehman Brothers MBG Partners 1997 (A) L.P. and Lehman
Brothers MBG Partners 1997 (B) L.P.
Lehman Brothers Capital Partners III, L.P., a Delaware limited
partnership ("Capital Partners"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Capital Partners is a limited partnership.
Lehman Brothers MBG Partners 1997 (A) L.P., a Delaware limited
partnership ("MBG Partners (A)"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
MBG Partners A is a limited partnership.
Lehman Brothers MBG Partners 1997 (B) L.P. a Delaware limited
partnership ("MBG Partners (B)"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
MBG Partners (B) is a limited partnership.
The names, residence or business addresses, citizenships and present
principal occupations or employment of the senior executive officers
and directors of the Reporting Persons are set forth in Appendix A
hereto.
Neither the Reporting Persons nor to the best knowledge of the
Reporting Persons nor any of the persons listed in Appendix A
hereto have during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) except as set forth in Appendix B
attached hereto and incorporated herein by reference has been
party to a civil proceeding of a judicial or administrative
body of a 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 mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
February 10, 1999, L-3 Communications offered 9,250,000 shares of
Common Stock: 7,400,000 shares were offered in the U.S. and Canada by
U.S. Underwriters; and 1,850,000 shares were offered outside the U.S.
and Canada by the International Managers (the "Offering").
Before the Offering, the Reporting Persons beneficially owned
an aggregate of 10,020,000 shares of Common Stock of L-3
Communications. The percentage of such beneficial ownership
was 36.6%. Of the 9,250,000 shares of Common Stock being
offered in the Offering, the Reporting Persons offered an
aggregate of 2,000,000 shares of Common Stock: Capital
Partners sold 1,600,000 shares of Common Stock; LB I Group
sold 278,479 shares of Common Stock; MBG Partners (A) sold
84,130 shares of Common Stock; and MBG Partners (B) sold
37,391 shares of Common Stock. Currently, the Reporting
Persons own an aggregate of 8,020,000 shares of Common Stock:
Capital Partners owns 6,416,000 shares of Common Stock; LB I
Group owns 1,604,000 shares of Common Stock; MBG Partners (A)
owns 337,359 shares of Common Stock; and MBG Partners (B) owns
149,938 shares of Common Stock. The percentage of such
beneficial ownership is 26.0%. Holdings, General Partner of
Capital Partners; LBI, parent of LB I Group; and LB I Group,
General Partner of MBG Partners (A) and MBG Partners (B), are
deemed indirect beneficial owners of such shares.
David J. Brand, Alberto M. Finali, Eliot M. Fried, Robert B. Millard
and Alan H. Washkowitz, Directors of L-3 Communications, are also the
limited partners of Capital Partners. Alberto M. Finali, Robert B.
Millard and Alan H. Washkowitz are also limited partners of MBG
Partners (A). David J. Brand is also a limited partner of MBG Partners
(B). Such individuals may be deemed to have shared beneficial
ownership of shares of Common Stock held by Capital Partners, MBG
Partners (A) and MBG Partners (B). Such individuals disclaim any such
beneficial ownership.
Pursuant to the U.S. Underwriting Agreement and the
International Underwriting Agreement, respectively, Lehman
Brothers Inc. and Lehman Brothers International (Europe)
received customary and usual compensation and indemnification
and contribution from L-3 Communications as an underwriter and
lead manager, respectively.
The Reporting Persons intend to continually evaluate L-3
Communications business, prospects, financial condition, the
market for the shares, other opportunities available to the
Reporting Persons, general economic conditions, money and
stock market conditions and other factors and future
developments which the Reporting Persons may deem relevant
from time to time. Depending on same factors, the Reporting
Persons may decide, subject to the above referenced
agreements, to sell all or part of the shares it holds. Any
such acquisition or disposition of shares may be effected
through open market or privately negotiated transactions, or
otherwise.
Except as set forth in this Item 4, the Reporting Persons does
not have any specific plans or proposals that relate to or
would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) The Reporting Persons have sole power to vote and dispose of all
the shares of Common Stock.
(c) LBI and other affiliates in the ordinary course of
business as broker dealers, may have purchased and
sold shares of Common Stock on behalf of their
customers.
(d) Neither the Reporting Persons nor to the best knowledge of the
Reporting Persons nor any of the persons listed in Appendix A
hereto 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 shares of Common Stock
beneficially owned by the Reporting Persons, other than customers
of Lehman Brothers over whose shares Lehman Brothers may have
investment discretion.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4.
David J. Brand, Alberto M. Finali, Eliot M. Fried, Robert B. Millard
and Alan H. Washkowitz are Managing Directors of Lehman Brothers Inc.
and the limited partners of Capital Partners. Alberto M. Finali,
Robert B. Millard and Alan H. Washkowitz are also limited partners of
MBG Partners (A). David J. Brand is also a limited partner of MBG
Partners (B).
Item 7. Material to be Filed as Exhibits.
Form of U.S. Underwriting Agreement among L-3 Communications and U.S.
Underwriters named therein, incorporated by reference as Exhibit 1.1
to Registration File No. 333-70125
Form of International Underwriting Agreement among L-3 Communications
and International Managers named therein, incorporated by reference as
Exhibit 1.2 to Registration File No. 333-70125
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, NY 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of International 3 World Financial Center
Business Machines Corporation New York, NY 10285
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, NY 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
Hideichiro Kobayashi* Lehman Brothers Holdings Inc.
General Manager for the Americas 3 World Financial Center
Nippon Life Insurance Co. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
- -----
All above individuals are citizens of the United States except the individual
with an * who is a citizen of Japan.
<PAGE>
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
John L. Cecil Lehman Brothers Holdings Inc.
Chief Financial and Administrative Officer 3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States.
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Roger S. Berlind Lehman Brothers Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
Howard L. Clark, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Frederick Frank Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Richard S. Fuld, Jr. Lehman Brothers Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Harvey M. Krueger Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
<PAGE>
Bruce R. Lakefield * Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
Sherman R. Lewis, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States except the individual with
an * who is a citizen of the United Kingdom.
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
John L. Cecil Lehman Brothers Inc.
Chief Administrative Officer 3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
David Goldfarb Lehman Brothers Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States.
<PAGE>
LB I GROUP INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Eliot Fried Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
David Goldfarb Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
Allan S. Kaplan Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
Rocco F. Andriola Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States.
<PAGE>
APPENDIX B
Fulco v. Continental Cablevision. This civil action was brought in the United
States District Court for the District of Massachusetts alleging a violation of
Rule 10b(5) for a material omission in the disclosure documents related to a
1989 partnership roll-up in which Shearson Lehman Brothers rendered a fairness
opinion. The jury rendered a verdict in 1993 jointly against Shearson Lehman
Brothers and Continental Cablevision, the issuer, for a total of $4.6 million.
The case was settled shortly thereafter.
Lehman Brothers has been involved in a number of civil proceedings which concern
matters arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of violation of federal or state
securities laws. Each of these proceedings was settled by Lehman Brothers
consenting to the entry of an order without admitting or denying the allegations
in the complaint. All of such proceedings are reported and summarized in the
Schedule D to Lehman Brothers Form BD filed with the Securities and Exchange
Commission, which descriptions are hereby incorporated by reference.
