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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No.__
Under the Securities Exchange Act of 1934
L-3 COMMUNICATIONS HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
502424104000
(CUSIP Number)
Jennifer Marre
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212) 526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
May 21, 1998
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Holdings Inc.
13-3216325
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
10,020,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
10,020,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,020,000
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
37.9%
14) Type of Reporting Person
HC/CO
After reasonable 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.
Dated: May 21, 1998
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Inc.
13-2518466
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[X]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
2,004,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
2,004,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,004,000
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.6%
14) Type of Reporting Person
BD/CO
After reasonable 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.
Dated: May 21, 1998
LEHMAN BROTHERS INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Vice President and
Secretary
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LB I Group Inc.
13-2741778
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
2,004,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
2,004,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,004,000
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
7.6%
14) Type of Reporting Person
HC/CO
After reasonable 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.
Dated: May 21, 1998
LB I GROUP INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Secretary
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers Capital Partners III, L.P.
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions) OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
8,016,000
8) Shared Voting Power
-0-
9) Sole Dispositive Power
8,016,000
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,016,000
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row 9 30.3%
14) Type of Reporting Person
LP
After reasonable 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.
Dated: May 21, 1998
LEHMAN BROTHERS CAPITAL PARTNERS III, L.P.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Authorized Signatory
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers MBG Partners 1997 (A) L.P.
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
421,489
8) Shared Voting Power
-0-
9) Sole Dispositive Power
421,489
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
421,489
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
13) Percent of Class Represented by Amount in Row 9
1.6%
14) Type of Reporting Person
CO
After reasonable 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.
Dated: May 21, 1998
LEHMAN BROTHERS MBG PARTNERS 1997 (A) L.P.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Authorized Signer
CUSIP No.
502424104000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Brothers MBG Partners 1997 (B) L.P.
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions)
OO
5) Check Box if Disclosure of Legal Proceedings is Requires
Pursuant to Items 2(d) or 2(E)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
187,329
8) Shared Voting Power
-0-
9) Sole Dispositive Power
187,329
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
187,329
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
.7%
14) Type of Reporting Person
LP
After reasonable 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.
Dated: May 21, 1998
LEHMAN BROTHERS MBG PARTNERS 1997 (B) L.P.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Authorized Signer
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01
(the "Common Stock"), of L-3 Communications Holdings, Inc., a
Delaware corporation ("L-3 Communications"). The address of the
principal executive offices of L-3 Communications is 600 Third Avenue,
34th Floor, New York, NY 10016.
Item 2. Identity and Background
This statement is filed on behalf of the following entities:
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm and is General Partner of Lehman Brothers
Capital Partners III, L.P.
Lehman Brothers Inc., a Delaware corporation ("LBI"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
LBI is a wholly owned subsidiary of Holdings and is the parent
of LB I Group Inc.
LB I Group Inc., a Delaware corporation, ("LB I Group"),
3 World Financial Center 200 Vesey Street
New York, NY 10285
LB I Group is a wholly owned subsidiary of LBI and is the
General Partner of Lehman Brothers MBG Partners 1997 (A) L.P.
and Lehman Brothers MBG Partners 1997 (B) L.P.
Lehman Brothers Capital Partners III, L.P., a Delaware limited
partnership ("Capital Partners"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Capital Partners is a limited partnership.
Lehman Brothers MBG Partners 1997 (A) L.P., a Delaware limited
partnership ("MBG Partners (A)"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
MBG Partners A is a limited partnership.
Lehman Brothers MBG Partners 1997 (B) L.P. a Delaware limited
partnership ("MBG Partners (B)"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
MBG Partners (B) is a limited partnership.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior executive
officers and directors of the Reporting Persons are set forth in
Appendix A hereto.
Neither the Reporting Persons nor to the best knowledge of the
Reporting Persons nor any of the persons listed in Appendix A hereto
have during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (ii) except as set forth in Appendix B attached hereto and
incorporated herein by reference has been party to a civil proceeding
of a judicial or administrative body of a competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
As of May 18, 1998, L-3 Communications amended its Certificate of
Incorporation to convert the different classes of its common stock
into one class, the Common Stock, with each outstanding share of
Class A and Class B Common Stock being converted into one share of
Common Stock, and to increase the authorized shares to 100,000,000
shares of Common Stock. Immediately prior to such conversion, L-3
Communications initially offered 6,000,000 shares of Common Stock,
4,800,000 shares were offered in the U.S. and Canada by U.S.
Underwriters and 1,200,000 shares were initially offered outside the
U.S. and Canada by the International Managers (the "Common Stock
Offering").
Before the Common Stock Offering, The reporting Persons
beneficially owned an aggregate of 10,020,000 shares of Class B Common
Stock of L-3 Communications; Capital Partners owned 8,016,000 shares
of Class B Common Stock, LB I Group owned 1,395,182 shares of Class B
Common Stock, MBG Partners (A) owned 421,489 shares of Class B Common
Stock and MBG Partners (B) owned 187,329 shares of Class B Common
Stock. The percentage of such beneficial ownership was an aggregate
of 49.0%. After the Common Stock Offering, the shares of Class B
Common Stock of L-3 Communications converted into one share of Common
Stock; Capital Partners received 8,016,000 shares of Common Stock,
LB I Group received 1,395,182 shares of Common Stock, MBG Partners
(A) received 421,489 shares of Common Stock and MBG Partners (B)
received 187,329 shares of Common Stock. The Reporting Persons
beneficially own an aggregate of 37.9% of the Common Stock. Holdings,
General Partner of Capital Partners; LBI, parent of LB I Group; and
LB I Group, General Partner of MBG Partners (A) and MBG Partners (B),
are deemed indirect beneficial owners of such shares.
David J. Brand, Alberto M. Finali, Eliot M. Fried, Robert B. Millard
and Alan H. Washkowitz, Directors of L-3 Communications, are also the
limited partners of Capital Partners. Alberto M. Finali, Robert B.
Millard and Alan H. Washkowitz are also limited partners of MBG
Partners (A). David J. Brand is also a limited partner of MBG Partners
(B). Such individuals may be deemed to have shared beneficial
ownership of shares of Common Stock held by Capital Partners, MBG
Partners (A) and MBG Partners (B). Such individuals disclaim any such
beneficial ownership.
Under the terms of a Stockholders Agreement, dated as of April
30, 1997, among L-3 Communications, Lockheed Martin, Capital
Partners, and Messrs. Lanza and LaPenta, certain rights are restricted
on the sale of Common Stock of L-3 Communications by the parties after
the Common Stock Offering. Except for the terms relating to (i)
registration rights, (ii) provision of services by Lehman Brothers
Inc. and (iii) the standstill agreement by Lockheed Martin, the
Stockholders Agreement terminated upon consumption of the Common
Stock Offering.
Pursuant to the U.S. Underwriting Agreement and the International
Underwriting Agreement, respectively, Lehman Brothers Inc. and Lehman
Brothers International (Europe) received customary and usual
compensation and indemnification and contribution from L-3
Communications as an underwriter and lead manager, respectively.
The Reporting Persons intend to continually evaluate L-3
Communications business, prospects, financial condition, the
market for the Shares, other opportunities available to the Reporting
Persons, general economic conditions, money and stock market
conditions and other factors and future developments which the
Reporting Persons may deem relevant from time to time. Depending on
same factors, the Reporting Persons may decide, subject to the
above referenced agreements, to sell all or part of the shares it
holds. Any such acquisition or disposition of Shares may be effected
through open market or privately negotiated transactions, or
otherwise.
Except as set forth in this Item 4, the Reporting Persons does
not have any specific plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) The Reporting Persons have sole power to vote and dispose
of all the shares of Common Stock.
(c) LBI and other affiliates in the ordinary course of
business as broker dealers, may have purchased and sold shares
of Common Stock on behalf of their customers.
(d) Neither the Reporting Persons nor to the best knowledge of
the Reporting Persons nor any of the persons listed in Appendix A
hereto know of any other person who has the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons, other than
customers of Lehman Brothers over whose shares Lehman Brothers
may have investment discretion.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4.
David J. Brand, Alberto M. Finali, Eliot M. Fried, Robert B. Millard
and Alan H. Washkowitz are Managing Directors of Lehman Brothers Inc.
and the limited partners of Capital Partners. Alberto M. Finali,
Robert B. Millard and Alan H. Washkowitz are also limited partners of
MBG Partners (A). David J. Brand is also a limited partner of MBG
Partners (B).
Item 7. Material to be Filed as Exhibits.
Stockholders Agreement, dated as of April 30, 1997, among L-3
Communications, and the stockholders party, incorporated by reference
as Exhibit 10.3 to Registration File No. 333-46975
Form of U.S. Underwriting Agreement among L-3 Communications and U.S.
Underwriters named therein, incorporated by reference as Exhibit 1.1
to Registration File No. 333-46975
Form of International Underwriting Agreement among L-3
Communications and International Managers named therein,
incorporated by reference as Exhibit 1.2 to Registration File No.
333-46975
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, NY 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, NY 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, NY 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of Lehman Brothers Holdings New York, NY 10285
Inc.
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
Hideichiro Kobayashi* Lehman Brothers Holdings Inc.
General Manager for the Americas 3 World Financial Center
Nippon Life Insurance Co. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
- -----
All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States.
LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Roger S. Berlind Lehman Brothers Inc.
Theatrical Producer 3 World Financial Center
New York, NY 10285
Howard L. Clark, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Frederick Frank Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Richard S. Fuld, Jr. Lehman Brothers Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of Lehman Brothers Holdings New York, NY 10285
Inc.
Charles B. Hintz Lehman Brothers Inc.
Managing Director and 3 World Financial Center
Chief Financial Officer New York, NY 10285
Harvey M. Krueger Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
Bruce R. Lakefield * Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
Sherman R. Lewis, Jr. Lehman Brothers Inc.
Vice Chairman 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States except those individuals
with an * who are citizens of the United Kingdom.
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
- -----
All above individuals are citizens of the United States.
LB I GROUP INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Eliot Fried Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
David Goldfarb Lehman Brothers Inc.
Controller 3 World Financial Center
New York, NY 10285
Allan S. Kaplan Lehman Brothers Inc.
Managing Director 3 World Financial Center
New York, NY 10285
- -----
Above individuals are citizens of the United States.
APPENDIX B
Fulco v. Continental Cablevision. This civil action was brought in the United
States District Court for the District of Massachusetts alleging a violation of
Rule 10b(5) for a material omission in the disclosure documents related to a
1989 partnership roll-up in which Shearson Lehman Brothers rendered a fairness
opinion. The jury rendered a verdict in 1993 jointly against Shearson Lehman
Brothers and Continental Cablevision, the issuer, for a total of $4.6 million.
The case was settled shortly thereafter.
Lehman Brothers has been involved in a number of civil proceedings which concern
matters arising in connection with the conduct of its business. Certain of such
proceedings have resulted in findings of violation of federal or state
securities laws. Each of these proceedings was settled by Lehman Brothers
consenting to the entry of an order without admitting or denying the allegations
in the complaint. All of such proceedings are reported and summarized in the
Schedule D to Lehman Brother's Form BD filed with the Securities and Exchange
Commission, which descriptions are hereby incorporated by reference.