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
Date of Report (date of earliest event reported): December 16, 2003
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L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
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(Exact Name of Registrants as Specified in 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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(Registrants' Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS.
DEBT OFFERING
L-3 Communications Holdings, Inc. announced on December 16, 2003 that
L-3 Communications Corporation, its wholly owned subsidiary, is seeking to raise
$400.0 million, before underwriting expenses, through a private placement of
senior subordinated notes. The notes will be offered within the United States
only to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, and, outside the United States, only to non-U.S.
investors.
L-3 stated that it will use the net proceeds to repay indebtedness
outstanding under its senior credit facilities and for general corporate
purposes, including acquisitions. The senior subordinated notes will have a
ten-year maturity with interest payable in cash.
The securities have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws, and
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
In addition, L-3 announced its intention to redeem all of its
outstanding 5.25% Convertible Senior Subordinated Notes due 2009 (the
"Convertible Notes"). To the extent holders of the Convertible Notes do not
choose to convert their Convertible Notes into common stock of L-3, all of such
Convertible Notes will be redeemed at a redemption price of 102.625% of the
principal amount thereof, plus accrued and unpaid interest with the proceeds of
the offering.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. Except for historical information contained
herein, the matters set forth in this report are forward-looking statements. The
forward-looking statements set forth above involve a number of risks and
uncertainties that could cause actual results to differ materially from any such
statement, including the risks and uncertainties discussed in the company's Safe
Harbor Compliance Statement for Forward-looking Statements included in the
company's recent filings, including Form 10-K and 10-Q, with the Securities and
Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Title
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99.1 Press Release relating to Debt Offering
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
L-3 COMMUNICATIONS HOLDINGS, INC.
By: /s/ Christopher C. Cambria
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Name: Christopher C. Cambria
Title: Senior Vice President, Secretary and
General Counsel
L-3 COMMUNICATIONS CORPORATION
By: /s/ Christopher C. Cambria
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Name: Christopher C. Cambria
Title: Senior Vice President, Secretary and
General Counsel
Dated: December 16, 2003
EXHIBIT INDEX
Exhibit
Number Title
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99.1 Press Release relating to Debt Offering