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): May 14, 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.
SENIOR SUBORDINATED NOTES OFFERING
L-3 Communications Holdings, Inc. announced on May 14, 2003 that L-3
Communications Corporation, its wholly owned subsidiary, will raise $300.0
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 redeem its outstanding
$180.0 million of 8 1/2% Senior Subordinated Notes due in 2008 and for general
corporate purposes. The senior subordinated notes will have a ten-year maturity
with interest payable in cash.
The securities to be offered 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Title
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99.1 Press Release of L-3 Communications Holdings, Inc. dated May 14, 2003
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: May 14, 2003
EXHIBIT INDEX
Exhibit
Number Title
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99.1 Press Release of L-3 Communications Holdings, Inc. dated May 14, 2003