-----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, LHcyrMpAmggW3s+bi4T5z1FwjgJLXqo0/1/bR/riGADPLC5fRhuXHZ8ygQ+aeI43 OUooKxd3KugUVHzpDX26zA== 0000950135-98-006225.txt : 19981214 0000950135-98-006225.hdr.sgml : 19981214 ACCESSION NUMBER: 0000950135-98-006225 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981211 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 13D/A SEC ACT: SEC FILE NUMBER: 005-45839 FILM NUMBER: 98768534 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 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: 98768535 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 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 EG&G, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- Amendment No. 6 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 This Amendment No. 6 to Tender Offer Statement on Schedule 14D-1/A ("Amendment No. 6") 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 (the "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, as amended by Amendment No. 1 thereto dated October 30, 1998, Amendment No. 2 thereto dated November 6, 1998, Amendment No. 3 thereto dated November 10, 1998, Amendment No. 4 thereto dated November 23, 1998, and Amendment No. 5 thereto dated December 3, 1998 (the "Original Statement"). The Original Statement is amended as follows: Item 10. ADDITIONAL INFORMATION. The information set forth in Items 10(b), (c) and (f) is hereby amended and supplemented by the following: On December 11, 1998, Parent issued a press release, a copy of which is attached hereto as Exhibit (a)(14) and is 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)(13) the following: (a)(14) Text of Press Release dated December 11, 1998, issued by the Parent. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 is true, complete and correct. Dated: December 11, 1998 EG&G, INC. By: /s/ Murray Gross ------------------------------ Name: Murray Gross Title: Senior Vice President LIGHTHOUSE WESTON CORP. By: /s/ Philip Ayers ------------------------------ Name: Philip Ayers Title: Secretary 4 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) Form of 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. *(a)(11) Text of Press Release dated November 6, 1998, issued by the Parent. *(a)(12) Text of Press Release dated November 23, 1998, issued by the Parent. *(a)(13) Text of Press Release dated December 3, 1998, issued by the Parent. (a)(14) Text of Press Release dated December 11, 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 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 (the "364-Day Competitive Advance and Revolving Credit Agreement"). ***(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 (the "Five-Year Competitive Advance and Revolving Credit Facility"). *(b)(4) First Amendment, dated as of November 20, 1998, to the 364-Day Competitive Advance and Revolving Credit Agreement. 5 *(b)(5) Fourth Amendment, dated as of November 20, 1998, to the Five-Year Competitive Advance and Revolving Credit Facility. *(b)(6) Competitive Advance and Revolving Credit Facility Agreement, dated as of November 23, 1998, among EG&G, Inc., the Lenders named therein, and the Chase Manhattan Bank, as Administrative Agent. *(c)(1) Agreement and Plan of Merger dated as of October 21, 1998, among the Parent, the Purchaser and the Company. *(c)(2) Stockholders' Agreement dated as of October 21, 1998, among the 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). EX-99.A(14) 2 PRESS RELEASE DATED 11-DEC-1998 1 Exhibit (a)(14) [LETTERHEAD OF EG&G, INC.] FOR IMMEDIATE RELEASE 11 December 1998 EG&G ANNOUNCES TIMETABLE FOR COMPLETION OF LUMEN TENDER OFFER Expiration Date for Tender Offer is 6 p.m., on Tuesday, December 15, 1998 Wellesley, Massachusetts..... EG&G (NYSE: EGG) announced today that it has been informed that the Department of Justice will not file suit to stop the proposed acquisition of Lumen Technologies, Inc. (NYSE: LNM) before the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to the offer expires at 11:59 p.m., on Monday, December 14, 1998, clearing the way for EG&G to complete its tender offer. EG&G expects to purchase all tendered shares shortly after the expiration of the offer at 6:00 p.m., New York City time, on Tuesday, December 15. According to the depository for the offer, as of the close of business on December 10, 1998, 17,453,728 shares of Lumen common stock had been validly tendered pursuant to the offer. This number of shares would be sufficient to satisfy the minimum condition of the offer. 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. This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is made only through the Offer to Purchase and the related Letter of Transmittal. Additional copies of such documents can be obtained by contacting Kissel-Blake, the Information Agent for the tender offer, at 1-800-554-7733. For further information contact: Deborah S. Lorenz, EG&G, Inc. Vice President, Investor Relations and Corporate Communications Tel: (781) 431-4306 Sally Curley, EG&G, Inc. Manager, Investor Relations Tel: (781) 431-4143 -----END PRIVACY-ENHANCED MESSAGE-----