Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-99693
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 31, 2002)
L-3 COMMUNICATIONS HOLDINGS, INC.
448,582 Shares of Common Stock
This prospectus supplement relates to 448,582 shares of Common Stock that may be
sold by certain selling stockholders.
This prospectus supplement, which supplements our prospectus dated October 31,
2002, contains information about the selling stockholders.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
November 18, 2002
TABLE OF CONTENTS
PAGE
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Selling Stockholders ...................................................... S-1
You should rely only on the information contained in this prospectus
supplement and the prospectus to which it refers. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. This
prospectus supplement shall not constitute an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus supplement and the prospectus
to which it refers is accurate only as of their respective dates.
i
SELLING STOCKHOLDERS
The selling stockholders listed below received shares as partial
consideration in connection with our acquisition of ComCept, Inc. ("ComCept").
The selling stockholders may receive additional consideration in cash or common
stock, which is contingent on the performance of ComCept for each of its fiscal
years ending June 30, 2003 and June 30, 2004. The maximum additional common
stock which may be payable to the selling stockholders for that additional
contingent consideration is 219,088 shares, which would be distributed to the
selling stockholders on a pro rata basis.
The following table states the number of shares of our outstanding common
stock that the selling stockholders own resulting from payments made in our
common stock in connection with our acquisition of ComCept, the number of such
shares that may be sold for the account of the selling stockholders (or any of
their donees with respect to donations to any such donee that does not exceed
500 shares), and the number of shares that will be owned by the selling
stockholders assuming the sale of all the shares offered hereby.
NUMBER OF NUMBER OF NUMBER OF
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
SELLING STOCKHOLDER OWNED TO BE SOLD OWNED AFTER SALE
------------------- ------------ ---------- ----------------
Adelbert W. Carpenter 6,405 6,405 0
Anne L. Wester 5,025 5,025 0
Ben K. Howell 2,540 2,540 0
Brian D. Cullen 25,000 25,000 0
Cullen Family Foundation 15,000 15,000 0
B&B Cullen Family LTD 59,402 59,402 0
Christopher Christon 4,528 4,528 0
David L. Tschoerner 6,074 6,074 0
Dee Ann Watkins 1,397 1,397 0
Dennis R. Baas 7,731 7,731 0
Frederick L. Wahl 5,522 5,522 0
George M. Eargle 11,486 11,486 0
James C. Glenn, Jr. 1,325 1,325 0
Lex E. Thornton 1,833 1,833 0
Mark R. Von Schwarz 13,253 13,253 0
Michael C. Greer 17,671 17,671 0
Neal B. Cooper 12,480 12,480 0
Philip A. Yates 3,092 3,092 0
Robert E. Dryden 20,984 20,984 0
Robert S. Dunn 353 353 0
Robert L. Amick 7,731 7,731 0
Robert R. Spaulding 662 662 0
------- ------- ---
229,494 229,494 0
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