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