0000912057-01-533458.txt : 20011009 0000912057-01-533458.hdr.sgml : 20011009 ACCESSION NUMBER: 0000912057-01-533458 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010926 GROUP MEMBERS: LBI GROUP INC. GROUP MEMBERS: LEHMAN BROTHERS CAPITAL PARTNERS III, L.P. GROUP MEMBERS: LEHMAN BROTHERS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: L 3 COMMUNICATIONS HOLDINGS INC CENTRAL INDEX KEY: 0001056239 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54117 FILM NUMBER: 1744739 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 a2059997zsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 5 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) JEFFREY WELIKSON VICE PRESIDENT AND SECRETARY LEHMAN BROTHERS HOLDINGS INC. 101 HUDSON STREET JERSEY CITY, NJ 07302 (201) 524-5640 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) SEPTEMBER 17, 2001 (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) [X] (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 579,873 8) Shared Voting Power 1,144,096 9) Sole Dispositive Power 579,873 10) Shared Dispositive Power 1,144,096 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,723,969 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 4.42% 14) Type of Reporting Person HC/CO 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) [X] (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) [X] 6) Citizenship or Place of Organization DELAWARE Number of Shares Beneficially Owned by Each Reporting Person with: 7) Sole Voting Power -0- 8) Shared Voting Power 192,565 9) Sole Dispositive Power -0- 10) Shared Dispositive Power 192,565 11) Aggregate Amount Beneficially Owned by Each Reporting Person 192,565 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 0.49% 14) Type of Reporting Person BD/CO 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) [X] (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 192,565 8) Shared Voting Power -0- 9) Sole Dispositive Power 192,565 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 192,565 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 0.49% 14) Type of Reporting Person CO 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) [X] (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 951,531 8) Shared Voting Power -0- 9) Sole Dispositive Power 951,531 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 951,531 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 2.44% 14) Type of Reporting Person LP SCHEDULE 13D Item 1. Security and Issuer No Change. Item 2. Identity and Background Except as stated below, no change. This amended statement is filed jointly on behalf of the following entities: Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"), 3 World Financial Center New York, NY 10285 Holdings, through its domestic and foreign subsidiaries, is a full-line securities firm and is the 100% parent of Lehman Brothers Inc. and the general partner of Lehman Brothers Capital Partners III, L.P. Lehman Brothers Inc., a Delaware corporation ("LBI"), 3 World Financial Center New York, NY 10285 LBI is a wholly-owned subsidiary of Holdings and is the 100% parent of LB I Group Inc. LB I Group Inc., a Delaware corporation ("LB I Group"), 3 World Financial Center New York, NY 10285 LB I Group is a wholly-owned subsidiary of LBI. Lehman Brothers Capital Partners III, L.P., a Delaware limited partnership ("Capital Partners"), 3 World Financial Center New York, NY 10285 Capital Partners is a limited partnership, the general partner of which is Holdings. 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 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 No Change. Item 4. Purpose of Transaction No Change. Item 5. Interest in Securities of the Issuer (a) The cover pages hereto are incorporated herein by reference. (b) The cover pages hereto are incorporated herein by reference. As of the date if this report, Holdings is the actual owner of 579,873 shares of Common Stock; LB I Group is the actual owner of 192,565 shares of common stock; and Capital Partners is the actual owner of 951,531 shares of Common Stock. Under the rules and regulations of the Securities and Exchange Commission, Holdings is deemed to be the beneficial owner of the shares of Common Stock owned by LB I Group and Capital Partners. No other person has power to vote or dispose of such shares of Common Stock. (c) On September 17, 2001, Reporting Persons (1) Holdings and (2) Capital Partners sold an aggregate of 1,500,000 shares pursuant to Rule 144 under the Securities Act of 1933, as amended, on the New York Stock Exchange, through LBI, as broker. 1,000,000 of such shares were sold at $85.8476 per share, and 500,000 of such shares were sold at $86.8165 per share. LBI and other affiliates of the Reporting Persons, in the ordinary course of business as broker-dealers, may have purchased and sold shares of Common Stock on behalf of their customers. (d) No Change. (e) As of September 17, 2001, all Reporting Persons had ceased to be beneficial owners of more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No Change. Item 7. Material to be Filed as Exhibits. EXHIBIT DESCRIPTION App. A Names, residence or business addresses, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Persons App. B Legal Proceedings App. C Consent to Joint Filing of Schedule 13D pursuant to Rule 13d-1(k) of the 1933 Act After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 25, 2001 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett S. DiPaolo Title: Vice President and Assistant Secretary LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Authorized Signatory LEHMAN BROTHERS CAPITAL PARTNERS III, L.P. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Authorized Signatory 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 International 3 World Financial Center Business Machines Corporation New York, NY 10285 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 Executive 3 World Financial Center Officer of Halliburton Company New York, NY 10285 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 HENRY KAUFMAN Lehman Brothers Holdings Inc. President of Henry Kaufman 3 World Financial Center & Company, Inc. 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. Director and Vice Chairman 3 World Financial Center of RKO Pictures, Inc. New York, NY 10285 and Actress
All of the above individuals are citizens of the United States. 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 DAVID GOLDFARB Lehman Brothers Holdings Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. Chief Administrative Officer 3 World Financial Center New York, NY 10285 JEREMY M. ISAACS Lehman Brothers Holdings Inc. Chief Executive Officer- One Broadgate London Europe and Asia EC2M7HA United Kingdom BRADLEY H. JACK Lehman Brothers Holdings Inc. Head of Investment Banking 3 World Financial Center Division New York, NY 10285 JEFFREY VANDERBEEK Lehman Brothers Holdings Inc. Head of Capital Markets Division 3 World Financial Center New York, NY 10285
All of the above individuals are citizens of the United States, except Mr. Isaacs, who is a citizen of the United Kingdom. LEHMAN BROTHERS INC. BOARD OF DIRECTORS
NAME/TITLE BUSINESS ADDRESS ---------- ---------------- ROGER S. BERLIND Lehman Brothers Holdings Inc. Theatrical Producer 3 World Financial Center New York, NY 10285 HOWARD L. CLARK, JR. Lehman Brothers Holdings Inc. Vice Chairman 3 World Financial Center New York, NY 10285 FREDERICK FRANK Lehman Brothers Holdings Inc. Vice Chairman 3 World Financial Center New York, NY 10285 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 HARVEY M. KRUEGER Lehman Brothers Holdings Inc. Vice Chairman 3 World Financial Center New York, NY 10285 SHERMAN R. LEWIS, JR. Lehman Brothers Holdings Inc. Vice Chairman 3 World Financial Center New York, NY 10285
All of the above individuals are citizens of the United States. 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 DAVID GOLGFARB Lehman Brothers Holdings Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 JOSEPH M. GREGORY Lehman Brothers Holdings Inc. Chief Administrative Officer 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
All of the above individuals are citizens of the United States. LB I GROUP INC. BOARD OF DIRECTORS
NAME BUSINESS ADDRESS ---- ---------------- ROCCO F. ANDRIOLA Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 DAVID GOLDFARB Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 ALLAN S. KAPLAN Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285
All of the above individuals are citizens of the United States. APPENDIX B 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. APPENDIX C Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission, the undersigned agree that the attached Schedule 13D is, and any future amendments thereto shall be, filed on behalf of each of us. Dated: September 25, 2001 LEHMAN BROTHERS HOLDINGS INC. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Vice President and Assistant Secretary LEHMAN BROTHERS INC. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Vice President LB I GROUP INC. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Authorized Signatory LEHMAN BROTHERS CAPITAL PARTNERS III, L.P. By: /s/ Barrett S. DiPaolo -------------------------- Name: Barrett S. DiPaolo Title: Authorized Signatory