UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
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)
December 15, 1999 and December 21, 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) [x ]
(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
1,251,873
8) Shared Voting Power
4,249,154
9) Sole Dispositive Power
1,251,873
10) Shared Dispositive Power
4,249,154
11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,501,027
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
16.9%
14) Type of Reporting Person
HC/CO
<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) [x ]
(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
0
8) Shared Voting Power
1,248,373
9) Sole Dispositive Power
0
10)Shared Dispositive Power
1,248,373
11)Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,373
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
3.8%
14) Type of Reporting Person
BD/CO
<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) [x ]
(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
1,138,911
8) Shared Voting Power
109,462
9) Sole Dispositive Power
1,138,911
10)Shared Dispositive Power
109,462
11)Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,373
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
3.8%
14) Type of Reporting Person
CO
<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) [x ]
(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
3,000,781
8) Shared Voting Power
-0-
9) Sole Dispositive Power
3,000,781
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,781
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
9.2%
14) Type of Reporting Person
LP
<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) [x ]
(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
84,344
8) Shared Voting Power
-0-
9) Sole Dispositive Power
84,344
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
84,344
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.26%
14) Type of Reporting Person
LP
<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) [x ]
(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
25,118
8) Shared Voting Power
-0-
9) Sole Dispositive Power
25,118
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
25,118
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.08%
14) Type of Reporting Person
LP
<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 jointly 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.
<PAGE>
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
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
On December 15, 1999, Capital Partners distributed to its partners an aggregate
of 3,415,219 shares of Common Stock. On December 22, 1999, MBG Partners (A)
distributed to its partners an aggregate of 253,015 shares of Common Stock and
MBG Partners B distributed to its partners an aggregate of 124,820 shares of
Common Stock.
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.
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) The cover pages hereto are incorporated herein by reference. Currently, the
Reporting Persons own an aggregate of 5,501,027 shares of Common Stock: Holdings
directly owns 1,251,873 shares of Common Stock; Capital Partners directly owns
3,000,781 shares of Common Stock; LB I Group directly owns 1,138,911 shares of
Common Stock; MBG Partners (A) directly owns 84,344 shares of Common Stock; and
MBG Partners (B)directly owns 25,118 shares of Common Stock. Such aggregate
number of shares represent 16.9% of such class of stock.
Alberto M. Finali, Eliot M. Fried, Robert B. Millard and Alan H. Washkowitz,
Directors of L-3 Communications, are also 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 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.
(b) Items 7,8,9 and 10 on each of the cover pages hereto are incorporated herein
by reference.
(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.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 5(a).
Alberto M. Finali, Eliot M. Fried, Robert B. Millard and Alan H. Washkowitz are
Managing Directors of Lehman Brothers Inc. and 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 Managing Director
of Lehman Brothers Inc. and a limited partner of MBG Partners (B).
Item 7. Material to be Filed as Exhibits.
Exhibit Description
-- 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
App. A Officers and Directors of the Reporting Persons
App. B Litigation Summary
App. C Consent to Joint Filing of Schedule 13D pursuant to Rule
13d-1(k) of the 1933 Act
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 23, 1999
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
LEHMAN BROTHERS INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
LB I GROUP INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Secretary
LEHMAN BROTHERS CAPITAL PARTNERS III, L.P.
By: /s/ Jennifer Marre
--------------------
Name: Jennifer Marre
Title: Authorized Signatory
LEHMAN BROTHERS MBG PARTNERS 1997 (A) L.P.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Authorized Signatory
LEHMAN BROTHERS MBG PARTNERS 1997 (B) L.P.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Authorized Signatory
<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
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.
<PAGE>
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.
<PAGE>
APPENDIX C
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission, the
undersigned agree that the attached Schedule 13D is, and any future amendments
thereto shall be, filed on behalf of each of us.
Dated: December 23, 1999
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
LEHMAN BROTHERS INC.
By: /s/ Jennifer Marre
------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
LB I GROUP INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Secretary
LEHMAN BROTHERS CAPITAL PARTNERS III, L.P.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Authorized Signatory
LEHMAN BROTHERS MBG PARTNERS 1997 (A) L.P.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Authorized Signatory
LEHMAN BROTHERS MBG PARTNERS 1997 (B) L.P.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Authorized Signatory
