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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
AMENDMENT NO. 3
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AYDIN CORPORATION
(NAME OF SUBJECT COMPANY)
ANGEL ACQUISITION CORPORATION
L-3 COMMUNICATIONS CORPORATION
L-3 COMMUNICATIONS HOLDINGS, INC.
(BIDDER)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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05468110
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHRISTOPHER C. CAMBRIA, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
L-3 COMMUNICATIONS CORPORATION
600 THIRD AVENUE
NEW YORK, NY 10016
TELEPHONE: (212) 697-1111
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D (the "Schedule 14D-1/13D")
relating to the offer by Angel Acquisition Corporation, a Delaware corporation
("Purchaser") and a wholly owned subsidiary of L-3 Communications Corporation,
a Delaware corporation ("Parent") and a wholly owned subsidiary of L-3
Communications Holdings, Inc., a Delaware corporation ("Holdings"), to purchase
all of the outstanding shares of Common Stock, par value $1.00 per share (the
"Shares"), of Aydin Corporation, a Delaware corporation (the "Company"), at a
purchase price of $13.50 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 as of March 5, 1999 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
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 in this Amendment No. 3 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 Wednesday, April 14, 1999, the
Offer expired. Based on the information provided by the Depositary, 93.8% of the
Shares (which number includes approximately 153,702 Share's subject to guaranty
of delivery) were validly tendered and not properly withdrawn pursuant to the
Offer. The Purchaser has accepted for payment, and has notified the Depositary
to promptly pay for, the tendered and accepted Shares at the purchase price of
$13.50 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to merge with and
into the Company in accordance with the Delaware General Corporation Law (the
"DGCL") as promptly as practicable. As a result of the Merger, the Company will
become a wholly-owned subsidiary of Parent and each outstanding Share (other
than Shares held in the treasury of the Company, Shares owned by Parent,
Purchaser or any other direct or indirect wholly-owned subsidiary of Parent and
Shares, if any, owned by stockholders who choose to dissent and demand appraisal
of their Shares in accordance with the DGCL) shall be canceled, retired and
converted into the right to receive $13.50 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 the Parent on April 15, 1999 a copy of which is filed as Exhibit
(a)(11) hereto and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
(a)(11) Press Release dated April 15, 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
ANGEL ACQUISITION CORPORATION
By: /s/ CHRISTOPHER C. CAMBRIA
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Name: Christopher C. Cambria
Title: President and Secretary
Date: April 16, 1999
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INDEX TO EXHIBITS
EXHIBIT PAGE
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(a)(11) Press Release dated April 15, 1999
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L-3 COMMUNICATIONS SUCCESSFULLY COMPLETES CASH TENDER
OFFER; ACQUIRES 93.8% OF AYDIN CORPORATION
NEW YORK, NY, April 15, 1999 -- L-3 Communications (NYSE: LLL) today
announced that it has completed its cash tender offer for all outstanding
shares of common stock, par value $1.00 per share, of Aydin Corporation. The
offer expired, as scheduled, at 12:00 Midnight, New York City time, on
Wednesday, April 14, 1999.
L-3 Communications, through its wholly-owned subsidiary, has accepted for
purchase all shares validly tendered and not properly withdrawn prior to the
expiration of the offer. Based on information provided by ChaseMellon
Shareholder Services, L.L.C., as depositary, 93.8% of the shares have been
validly tendered (including approximately 153,702 shares subject to guarantee
of delivery).
Aydin will be merged with a wholly-owned subsidiary of L-3 Communications
and any Aydin share not previously purchased in the tender offer will be
converted into the right to receive $13.50 in cash, net to the seller, without
interest. The completion of the merger is expected to occur in April.
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 and defense prime contractors, foreign governments and commercial
telecommunications and cellular customers.
CONTACT: Cynthia Swain
Vice President, Corporation Communications
L-3 Communications
212-697-1111
or
Morgan-Walke Associates
Gordon McCoun, Eric Boyriven
Media Contact: Brian Maddox, Claudia Moscarella
212-850-5600
