How do you think this will affect this stock.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS
9,250,000 Shares
L-3 COMMUNICATIONS HOLDINGS, INC.
Common Stock
L-3 Communications Holdings, Inc. is offering 3,500,000 shares. Selling stockholders, including af®liates of Lehman
Brothers, are offering 5,750,000 shares. Of the 9,250,000 shares being offered, 7,400,000 shares are initially being
offered in the United States and Canada and 1,850,000 shares are initially being offered outside the United
States and Canada. After this offering is completed, af®liates of Lehman Brothers will own
approximately 26.0% of the outstanding shares of our common stock.
The shares are listed on the New York Stock Exchange under the symbol ''LLL''. The last reported sales price of our shares
on the New York Stock Exchange on January 12, 1999 was $40.50 per share.
Investing in the shares involves risks. Risk Factors begin on page 9.
Per Share Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $
Proceeds to L-3 Communications Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $
Proceeds to Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $
L-3 Communications Holdings has also granted the underwriters the right to purchase up to an additional 1,387,500
shares within 30 days to cover over-allotments.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Lehman Brothers expects to deliver the shares on or about , 1999.
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
C.E. UNTERBERG, TOWBIN , 1999
The Offering
The Company and the selling stockholders, including affiliates of Lehman Brothers Inc., one of
the Underwriters, are offering 7,400,000 shares for sale in the United States and Canada and 1,850,000
shares for sale outside the United States and Canada.
Common stock offered by the Company:
in the United States and Canada ........ 2,800,000 shares
outside the United States and Canada . . . 700,000 shares
Total .......................... 3,500,000 shares
Common stock offered by the selling
stockholders:
in the United States and Canada ........ 4,600,000 shares
outside the United States and Canada . . . 1,150,000 shares
Total .......................... 5,750,000 shares
Common stock outstanding after this
offering ................................ 30,902,429 shares (1)
Use of proceeds .......................... We intend to use our net proceeds from this offering
to repay any existing indebtedness under our bank
credit facilities and for general corporate purposes,
including potential acquisitions. We will not receive
any of the proceeds from the shares being sold by the
selling stockholders. See ‘‘Use of Proceeds''.
NYSE symbol ............................ LLL
Risk factors .............................. You should carefully consider the information set
forth in ‘‘Risk Factors'' and all other information set
forth in this prospectus before investing in our
common stock.
(1) Assumes no exercise of the over-allotment option by the underwriters and excludes an aggregate of 3,775,200 shares of
common stock reserved for issuance under the 1997 Stock Option Plan. See ‘‘Management—Executive Compensation'' and
‘‘—Stock Option Plan''.
(the link is from Dean Witter and will only work for clients) |
