SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 14, 1999
- --------------------------------------------------------------------------------
Date of Report (Date of Earliest Event Reported)
Aydin Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 1-7203 23-1686808
- ------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) Number)
</TABLE>
47 Friends Lane
Newtown, Pennsylvania 18940
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(215) 497-8000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. Changes of Control of Registrant.
On April 14, 1999, L-3 Communications Corporation, a Delaware
corporation ("L-3") through its wholly owned subsidiary, Angel Acquisition
Corporation, a Delaware corporation (the "Purchaser"), accepted for payment
4,895,962 shares of common stock, par value $1.00 per share (the "Shares"), of
Aydin Corporation, a Delaware corporation (the "Company"), that had been validly
tendered and not withdrawn, including approximately 153,702 Shares tendered
pursuant to notices of guaranteed delivery, pursuant to the Purchaser's tender
offer for all outstanding Shares at a price of $13.50 per Share (the "Offer").
The Offer was made pursuant to an Offer to Purchase, dated as of March 5, 1999,
as amended, and pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 1, 1999, by and among L-3, the Purchaser and the
Company, which provides for, among other things, the Offer and, following
consummation of the Offer, the merger of the Purchaser with and into the
Company, with the Company surviving as a wholly owned subsidiary of L-3
following the merger (the "Merger").
The Shares purchased pursuant to the Offer constitute approximately
93.8% of the issued and outstanding Shares. The remaining Shares will be
converted into the right to receive $13.50 in cash upon consummation of the
Merger, which is expected to be completed in April 1999.
In accordance with the provisions of the Merger Agreement, effective
upon payment for the Shares by the Purchaser, the following designees of L-3
were appointed to the Company's Board: Frank C. Lanza, Robert V. Lapenta,
Christopher C. Cambria, and Michael T. Strianese. In accordance with the terms
of the Merger Agreement, Warren G. Lichtenstein, Mark E. Schwarz and I. Gary
Bard will remain on the Board of Directors of the Company until consummation of
the Merger, and Keith Lane-Zucker and Harry D. Train, II resigned as Directors
of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of March 1, 1999, by and
among L-3 Communications Corporation, Angel Acquisition
Corporation and Aydin Corporation (filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K, dated March 1, 1999, and
incorporated herein by reference).
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 16, 1999
AYDIN CORPORATION
By:/s/ James Henderson
--------------------------------------
James Henderson
President
-3-
