-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gw9/ioYglupo1xc5V5cLZrNETaU3bQZpyu4pHbO9WcM/fkYq6RGPE5QAPp7Sz5C9 U9VrBr2nXQzAm3ntqIwOGA== 0000950135-98-005598.txt : 19981102 0000950135-98-005598.hdr.sgml : 19981102 ACCESSION NUMBER: 0000950135-98-005598 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981030 SROS: NYSE GROUP MEMBERS: EG&G INC GROUP MEMBERS: LIGHTHOUSE WESTON CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUMEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0001008114 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 133868804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-45839 FILM NUMBER: 98734281 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: BEC GROUP INC DATE OF NAME CHANGE: 19960216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EG&G INC CENTRAL INDEX KEY: 0000031791 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 042052042 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02181-4078 BUSINESS PHONE: 7812375100 MAIL ADDRESS: STREET 1: 45 WILLIAM ST CITY: WELLESLEY STATE: MA ZIP: 02181 FORMER COMPANY: FORMER CONFORMED NAME: EDGERTON GERMESHAUSEN & GRIER INC DATE OF NAME CHANGE: 19670626 SC 14D1/A 1 LUMEN TECHNOLOGIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------- Amendment No. 1 to Schedule 14D-1/A Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities and Exchange Act of 1934 and Schedule 13D/A Under the Securities Exchange Act of 1934 --------------------------------------- LUMEN TECHNOLOGIES, INC. --------------------------------------- (Name of Subject Company) EG&G, INC. LIGHTHOUSE WESTON CORP. --------------------------------------- (Bidders) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) 550242 10 1 --------------------------------------- (CUSIP Number of Class of Securities) Murray Gross, Esq. Senior Vice President, General Counsel and Clerk EG&G, Inc. 45 William Street Wellesley, Massachusetts 02481 (781) 237-5100 Copy to: David E. Redlick, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 - -------------------------------------------------------------------------------- (Names, Addresses, and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) --------------------------------------- 2 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation: $194,337,186* Amount of Filing Fee $38,867.44** - -------------------------------------------------------------------------------- * For purposes of calculating fee only. This amount assumes the purchase of 25,075,766 shares of common stock of Lumen Technologies, Inc. (the "Shares"), at a price per Share of $7.75 in cash. Such number of Shares represents all of the Shares outstanding as of October 21, 1998, plus the number of Shares issuable upon the exercise of all outstanding options and the outstanding principal amount of all convertible notes. ** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the Transaction Valuation. [X] Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $38,867.44 Form or Registration Number: Schedule 14D-1 Filing Party: Lighthouse Weston Corp. and EG&G, Inc. Date Filed: October 27, 1998 (Continued on following page(s)) (Page 1 of 4 Pages) 3 This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1/A ("Amendment No. 1") relates to the offer by Lighthouse Weston Corp. (the "Purchaser), a Delaware corporation and a wholly owned subsidiary of EG&G, Inc., a Massachusetts corporation ("Parent"), to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Lumen Technologies, Inc., a Delaware corporation (the "Company"), at a price of $7.75 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal (which together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on October 27, 1998 (the "Original Statement"). The Original Statement is amended as follows: ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(e) is hereby amended and supplemented by the following: On October 30, 1998, the Parent issued a press release, the full text of which is set forth in Exhibit (a)(10) attached hereto and incorporated herein by reference. Item 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding immediately following the reference to Exhibit (a)(9) the following: (a)(10) Text of Press Release as published October 30, 1998, issued by the Parent. Page 2 of 4 Pages 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct. Dated: October 30, 1998 EG&G, INC. By: /s/ Murray Gross ---------------------------- Name: Murray Gross Title: Senior Vice President LIGHTHOUSE WESTON CORP. By: /s/ Daniel T. Heaney ---------------------------- Name: Daniel T. Heaney Title: Treasurer Page 3 of 4 Pages 5 INDEX OF EXHIBITS Number Exhibit Name ------ ------------ *(a)(1) Offer to Purchase. *(a)(2) Letter of Transmittal. *(a)(3) Notice of Guaranteed Delivery. *(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(7) Summary Advertisement as published October 27, 1998. *(a)(8) Text of Joint Press Release dated October 21, 1998, issued by the Company and Parent. *(a)(9) Text of Press Release dated October 27, 1998, issued by the Parent. (a)(10) Text of Press Release dated October 30, 1998, issued by the Parent. **(b)(1) Termination, Replacement and Restatement Agreement dated as of March 6, 1998, among the Parent, the Lenders listed therein and the Chase Manhattan Bank (as successor to Chemical Bank) as Administrative Agent. ***(b)(2) 364-Day Competitive Advance and Revolving Credit agreement dated as of March 21, 1994, among the Parent, the Lenders named therein and Chase Manhattan Bank (as successor to Chemical Bank) as Administrative Agent, as amended. ***(b)(3) Five-Year Competitive Advance and Revolving Credit Facility dated as of March 21, 1994, among the Parent, the Lenders listed therein and Chase Manhattan Bank (as successor to Chemical Bank) as Administrative Agent, as amended. *(c)(1) Agreement and Plan of Merger dated as of October 21, 1998, among Parent, the Purchaser and the Company. *(c)(2) Stockholders' Agreement dated as of October 21, 1998, among Parent and certain stockholders of the Company. *(c)(3) Confidentiality Agreement dated as of June 9, 1998 between the Parent and the Company. (d) None. (e) Not applicable. (f) None. ------------------ * Previously filed. ** Incorporated by reference to the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-5075). *** Agreement and Amendments Number 1 and 2, incorporated by reference to the Parent's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-5075); Amendment Number 3, incorporated by reference to the Parent's Annual Report on Form 10-K for the year ended December 26, 1996 (File No. 1-5075). Page 4 of 4 Pages EX-99.(A)(10) 2 PRESS RELEASE 1 Exhibit (a)(10) [LETTERHEAD OF EG&G, INC.] LITIGATION COMMENCED AGAINST LUMEN IN CONNECTION WITH PROPOSED ACQUISITION BY EG&G Wellesley, Mass . . . EG&G, Inc. (NYSE: EGG) today announced that on October 27, 1998, Rachel Samet filed suit in the Court of Chancery of the State of Delaware (C.A. No. 16744NC) against Lumen Technologies, Inc., its directors and executive officers alleging breach of certain fiduciary and other common law duties owed by them to the plaintiff and other holders of Lumen Common Stock in connection with the proposed acquisition of Lumen by EG&G. The suit seeks, among other things, a declaration that the action is properly maintainable as a class action, certification of the plaintiff as the representative of the class and a preliminary and permanent injunction against the defendants proceeding with the proposed transaction. In addition, in the event that the proposed acquisition is consummated, the suit seeks rescission or an award of rescissory damages to the class. Lumen has advised EG&G that Lumen intends to vigorously defend against the plaintiff's claims. EG&G, Inc. is a global technology company that provides complete systems, as well as products to medical, aerospace, semiconductor, photographic and other industries. It delivers skilled support services to government and industrial customers. Based in Wellesley, Massachusetts, EG&G has annual sales of $1.4 billion and about 12,000 employees worldwide. -----END PRIVACY-ENHANCED MESSAGE-----