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): August 5, 2002 --------------- L-3 COMMUNICATIONS HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrants as Specified in Charter) DELAWARE - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-14141 13-3937434 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 600 THIRD AVENUE, NEW YORK, NEW YORK 10016 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 697-1111 - -------------------------------------------------------------------------------- (Registrants' Telephone Number, Including Area Code)
ITEM 9. REGULATION FD DISCLOSURE. On August 5, 2002, each of the principal executive officer, Frank C. Lanza, and principal financial officer, Robert V. LaPenta, of L-3 Communications Holdings, Inc. submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460. A copy of each of these statements is attached hereto as Exhibit 99.1 and Exhibit 99.2.
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 Cambria ---------------------------------------------- Name: Christopher C. Cambria Title: Senior Vice President, Secretary and General Counsel Dated: August 5, 2002
EXHIBIT INDEX Exhibit Number Title - ------- ----- 99.1 Statement Under Oath of Principal Executive Officer, dated August 5, 2002 99.2 Statement Under Oath of Principal Financial Officer, dated August 5, 2002
Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Frank C. Lanza, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of L-3 Communications Holdings, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o The Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as amended by the Annual Report on Form 10-K/A-1 filed on June 20, 2002 of L-3 Communications Holdings, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of L-3 Communications Holdings, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Frank C. Lanza Subscribed and sworn to - --------------------------------- before me this 5th day of Frank C. Lanza August, 2002. August 5, 2002 /s/ Tara M. Nasta ----------------------------------- Notary Public My Commission Expires: April 30, 2003
Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Robert V. LaPenta, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of L-3 Communications Holdings, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o The Annual Report on Form 10-K for the fiscal year ended December 31, 2001, as amended by the Annual Report on Form 10-K/A-1 filed on June 20, 2002 of L-3 Communications Holdings, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of L-3 Communications Holdings, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Robert V. LaPenta Subscribed and sworn to - -------------------------------- before me this 5th day of Robert V. LaPenta August, 2002. August 5, 2002 /s/ Tara M. Nasta --------------------------------- Notary Public My Commission Expires: April 30, 2003