UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
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
Vice President and
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 7th Floor
New York, NY 10285
(212)526-2728
(Name, Address and Telephone Number of Person Authorized
to
Receive Notice and Communications)
August 31, 2000
(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>
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
0
8) Shared Voting Power
5,501,027
9) Sole Dispositive Power
0
10) Shared Dispositive Power
5,501,027
11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,501,027
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
109,462
9) Sole Dispositive Power
0
10) Shared Dispositive Power
109,462
11) Aggregate Amount Beneficially Owned by Each Reporting Person
109,462
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.3%
14) Type of Reporting Person
BD/CO
<PAGE>
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
0
8) Shared Voting Power
109,462
9) Sole Dispositive Power
0
10) Shared Dispositive Power
109,462
11) Aggregate Amount Beneficially Owned by Each Reporting Person
109,462
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.3%
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 ALI Inc.
13-3695935
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
0
8) Shared Voting Power
2,390,784
9) Sole Dispositive Power
0
10) Shared Dispositive Power
2,390,784
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,390,784
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.3%
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
Property Asset Management Inc.
13-3555152
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
2,390,784
8) Shared Voting Power
0
9) Sole Dispositive Power
2,390,784
10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,390,784
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.3%
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
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
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
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
No Change.
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 ALI Inc., a Delaware corporation, ("ALI"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
ALI is a wholly owned subsidiary of Holdings and is the parent of
Property Asset Management Inc.
Property Asset Management Inc., a Delaware corporation, ("PAMI"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
PAMI is a wholly owned subsidiary of ALI.
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 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
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
No Change.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No Change.
Item 7. Material to be Filed as Exhibits.
No change.
<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: August 8, 2000
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: Senior Vice President and
Secretary
LB I GROUP INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Secretary
LEHMAN ALI INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Secretary
PROPERTY ASSET MANAGEMENT INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Vice President and 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 Executive 3 World Financial Center
Officer of Halliburton Company New York, NY 10285
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
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.
Director and Vice Chairman 3 World Financial Center
of RKO Pictures, Inc. New York, NY 10285
and Actress
___
All above individuals are citizens of the United States.
<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
DAVID GOLDFARB Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
JOSEPH M. GREGORY Lehman Brothers Holdings Inc.
Chief 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.
<PAGE>
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS
ROGER S. BERLIND Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
FREDERICK FRANK Lehman Brothers Holdings Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
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
HARVEY M. KRUEGER Lehman Brothers Holdings Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
SHERMAN R. LEWIS, JR. Lehman Brothers Holdings Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
__
All above individuals are citizens of the United States.
<PAGE>
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME/TITLE BUSINESS ADDRESS
JON BEYMAN Lehman Brothers Holdings Inc.
Chief Information Officer 3 World Financial Center
New York, NY 10285
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
DAVID GOLGFARB Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
JOSEPH M. GREGORY Lehman Brothers Holdings Inc.
Chief 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.
<PAGE>
LB I GROUP INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Rocco F. Andriola Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
David Goldfarb Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Allan S. Kaplan Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
<PAGE>
LEHMAN ALI INC.
BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS
Kenneth C. Cohen Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Neal B. Leonard Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Mark A. Walsh Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
__
Above individuals are citizens of the United States.
<PAGE>
PROPERTY ASSET MANAGEMENT INC.
BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS
Yon K. Cho Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Kenneth C. Cohen Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Mark A. Walsh Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
__
Above individuals are citizens of the United States.
<PAGE>
APPENDIX B
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 Brother's 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: August 31, 2000
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 ALI INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Secretary
PROPERTY ASSET MANAGEMENT INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Vice President and 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
