SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) October 22, 2001
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L-3 Communications Holdings, Inc.
L-3 Communications Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-14141 13-3937434
333-46983 13-3937436
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(Commission File Number) (IRS Employer Identification No.)
600 Third Avenue, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
(212) 697-1111
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(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events
On October 18, 2001, L-3 Communications Holdings, Inc. announced that it
planned to offer $350,000,000 million in Senior Subordinated Convertible
Contingent Debt Securities (CODES) due 2009 in a private placement. The Company
also granted the initial purchasers an option to increase the issue size by up
to 20%. The CODES will be convertible into common stock of L-3 Communications
Holdings, Inc.
In addition, on October 18, 2001, the Company announced its third quarter
2001 results of operations.
On October 22, 2001, L-3 Communications Holdings, Inc. announced that it
has sold $350 million in 4.00% Senior Subordinated Convertible Contingent Debt
Securities(SM) (CODES(SM)) due 2011 in a private placement. The CODES are
convertible under certain conditions into the company's common stock at $107.625
per share, a premium equivalent to 25% over the closing price of $86.10 on
Thursday, October 18, 2001. The company has also granted to the initial
purchasers an option to purchase an additional $70 million of CODES for a
thirteen-day period. The Company has offered these securities in a private
placement to qualified institutional buyers in the United States pursuant to
Rule 144A under the Securities Act of 1933.
L-3 Communications intends to use the net proceeds from the offering for
general corporate purposes, including potential acquisitions.
These CODES and the common stock of L-3 Communications Holdings, Inc.
issuable upon conversion of these CODES have not been registered under the
Securities Act of 1933, as amended or any state securities laws, and are being
offered only to qualified institutional buyers in reliance on Rule 144A under
the Securities Act. Unless so registered, the CODES and common stock issued upon
conversion of the CODES may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the Securities
Act and applicable state securities laws.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit Number Title
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99.1 Press Release of L-3 Communications dated
October 18, 2001 (press release announcing
offering)
99.2 Press Release of L-3 Communications dated
October 18, 2001 (press release announcing third
quarter 2001 results)
99.3 Press Release of L-3 Communications dated
October 22, 2001 (press release announcing
offering and its terms)
SIGNATURES
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.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
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Senior Vice President - Secretary &
General Counsel
L-3 COMMUNICATIONS CORPORATION
Date October 22, 2001 By: /s/ Christopher C. Cambria
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Senior Vice President - Secretary &
General Counsel
EXHIBIT INDEX
Exhibit Number Title
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99.1 Press Release of L-3 Communications dated
October 18, 2001
99.2 Press Release of L-3 Communications dated
October 18, 2001
99.3 Press Release of L-3 Communications dated
October 22, 2001