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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. 2
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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. 2 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 9, 1999, Parent issued a press release announcing that the
waiting period under the HSR Act relating to the Offer and Merger had expired
without objections or requests for additional information and indicating that
it expects to consummate the Offer on the Expiration Date, currently midnight,
New York City time, on Wednesday, April 14, 1999, subject to the terms thereof.
The full text of the press release is set forth in Exhibit (a)(10) 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:
The information provided in this Amendment No. 2 under Item 5 is
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)(10) Press Release dated April 9, 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
----------------------------------------
Name: Christopher C. Cambria
Title: Vice President and General
Counsel
L-3 COMMUNICATIONS CORPORATION
BY: /S/ CHRISTOPHER C. CAMBRIA
----------------------------------------
Name: Christopher C. Cambria
Title: Vice President, General Counsel
and Secretary
ANGEL ACQUISITION CORPORATION
By: /S/ CHRISTOPHER C. CAMBRIA
----------------------------------------
Name: Christopher C. Cambria
Title: President and Secretary
Date: April 9, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(10) Press Release dated April 9, 1999
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L-3 COMMUNICATIONS ANNOUNCES HART-SCOTT CLEARANCE TO PURCHASE
AYDIN CORPORATION SHARES
NEW YORK -- (BUSINESS WIRE) -- April 9, 1999 -- L-3 Communications (NYSE:
LLL) announced today that all applicable regulatory waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to L-3
Communications' pending offer for the shares of Aydin Corporation have expired.
There were no objections or requests for additional information.
L-3 Communications further indicated that, in light of the completion of
the regulatory approval process, it expects to consummate the purchase of Aydin
shares pursuant to the tender offer, subject to the terms thereof, at the
currently scheduled expiration time of midnight on Wednesday, April 14, 1999.
At the close of business on Thursday, April 8, 1999, approximately
4,769,626 shares of Aydin common stock, representing approximately 91.4% of the
outstanding Aydin shares, had been validly tendered and not withdrawn in
connection with the offering.
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: L-3 Communications
Cynthia Swain
Vice President, Corporation Communications
212-697-1111
or
Morgan-Walke Associates
Gordon McCoun, Eric Boyriven
Media Contact: Brian Maddox, Claudia Moscarella
212-850-5600
