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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. 1
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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. 1 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:
On April 1, 1999, Parent issued a press release announcing that Purchaser
has extended the period during which the Offer will remain open to 12:00
midnight, New York City time, on April 14, 1999, unless the Offer is further
extended. The full text of the press release is set forth in exhibit (a)(9) and
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 (b), (c) and (d) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On March 24, 1999 Parent filed a Notification and Report Form with respect
to the Offer and the Merger under the HSR Act and requested early termination of
the waiting period thereunder. Unless the Antitrust Division or the FTC requests
additional information from Parent or early termination is granted, the waiting
period under the HSR Act will expire at 11:59 p.m., New York City time, on
April 8, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
(a)(9) Press Release dated April 1, 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 1, 1999
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INDEX TO EXHIBITS
EXHIBIT PAGE
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(a)(9) Press Release dated April 1, 1999
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EXHIBIT (A)(9)
L-3 COMMUNICATIONS ANNOUNCES HART-SCOTT-RODINO FILING AND EXTENDS
TENDER OFFER FOR AYDIN CORPORATION COMMON STOCK
New York -- (BUSINESS WIRE) -- April 1, 1999 -- L-3 Communications (NYSE: LLL)
today announced that it has filed a Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the tender
offer for the common stock of Aydin Corporation and the related merger and has
requested early termination of the waiting period under the Act. Unless a
request for additional information is made or early termination is granted, the
waiting period under the Act will expire at 11:59 p.m., Eastern Standard time,
on April 8, 1999. As a result, the Company has extended its tender offer for
the shares of Aydin common stock to 12:00 Midnight, Eastern Standard time, on
April 14, 1999. The tender offer had been set to expire at 12:00 Midnight,
Eastern Standard time on April 1, 1999.
At the close of business on March 31, 1999, approximately 2,760,080 shares of
Aydin common stock, representing approximately 52.9% of the outstanding Aydin
shares (47.1% on a fully diluted basis), had been validly tendered in
connection with the tender offer.
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
Morgen-Walke Associates
Gordon McCoun, Eric Boyriven
Media Contact: Brian Maddox
212-850-5600
