SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) FEBRUARY 12, 1998
AVIATION SALES COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-11775 65-0665658
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
6905 NW 25TH STREET, MIAMI, FL 33122
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 592-4055
N/A
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(FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
CARIBE AVIATION, INC.
On February 12, 1998, the Company entered into a definitive merger
agreement with Caribe Aviation, Inc., a Florida corporation ("Caribe"), and its
wholly owned subsidiary, Aircraft Interior Design, Inc., a Florida corporation
("Aircraft Interior"), for approximately $25 million, payable in cash, stock,
and the assumption of debt. The merger is to be financed from available cash
and/or from existing bank lines of credit and is subject to certain conditions,
including governmental approvals.
Caribe is a FAA licensed repair station serving commercial airlines
worldwide specializing in the maintenance, repair and overhaul of hydraulic,
pneumatic, electrical and electro-mechanical aircraft components as well as
avionics and instruments on Airbus and Boeing Aircraft. Aircraft Interior
manufactures plastic cabin interior replacement parts under FAA-PMA approval and
refurbishes aircraft interior components including passenger and crew seats.
Under the definitive agreement, Ben Quevedo, the President of Caribe,
will enter into a two-year employment agreement with the Company and continue as
the on-going management of Caribe.
RULE 144A DEBT OFFERING
On February 17, 1998, the Company sold $165 million in senior
subordinated notes ("the Notes") due in 2008 with a coupon rate of 8.125% at a
price of 99.395%. Proceeds will be used to repay debt and for general corporate
purposes, including acquisitions, working capital needs and capital
expenditures.
The Notes are general unsecured obligations of the Company,
subordinated in right of payment to all existing and future senior debt of the
Company. The Notes are unconditionally guaranteed, on a senior subordinated
basis (the "Subsidiary Guarantees"), by substantially all of the Company's
existing subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantees
will be subordinated in right of payment to all existing and future senior debt
of the Subsidiary Guarantors.
The Notes were issued in a transaction exempt from the registration
pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act")
and may not be resold absent registration under the Act or an applicable
exemption from such registration requirements. The issuance of the Notes has
been structured to allow for secondary market trading of the Notes among
qualified institutional buyers in the PORTAL market of the National Association
of Securities Dealers, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
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(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) Exhibits.
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SEQUENTIAL PAGE
EXHIBIT NO. DESCRIPTION NUMBER
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<S> <C> <C>
99.1 Press Release dated February 17, 1998 announcing the
consummation of the Caribe Merger.
99.2 Press Release dated February 17, 1998 announcing the
Rule 144A Debt Offering.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
March 5, 1998 AVIATION SALES COMPANY
By: /s/ JOSEPH E. CIVILETTO
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Joseph E. Civiletto
Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated February 17, 1998 announcing the
consummation of the Caribe Merger.
99.2 Press Release dated February 17, 1998 announcing the
Rule 144A Debt Offering.
EXHIBIT 99.1
AVIATION SALES CO. ANOUNCES MERGER WITH CARIBE AVIATION INC.
MIAMI--(BUSINESS WIRE)--Feb. 17, 1998--Aviation Sales Co. (NYSE-AVS-NEWS)
announced today that it has entered into a definitive merger agreement to
acquire Miami based Caribe Aviation Inc. and its wholly owned subsidiary
Aircraft Interior Design, Inc.
Caribe Aviation and Aircraft Interior Design had combined fiscal 1997
revenues of approximately $27 million. The purchase price to be paid in this
acquisition is approximately $25 million, payable in a combination of cash,
stock, and the assumption of debt. The merger is expected to be slightly
accretive to Aviation Sales earnings in fiscal 1998. Consummation of the merger
is subject to certain conditions, including the receipt of governmental
approvals.
Caribe Aviation, Inc. is a FAA licensed repair station serving commercial
airlines worldwide specializing in the maintenance, repair and overhaul of
hydraulic, pneumatic, electrical and electro-mechanical aircraft components as
well as avionics and instruments on Airbus and Boeing Aircraft.
Aircraft Interior Design, Inc. manufactures plastic cabin interior replacement
parts under FAA-PMA approval and refurbishes aircraft interior components
including passenger and crew seats.
Dale S. Baker, Chairman/CEO commented: "This acquisition continues our drive to
broaden our overhaul and repair capabilities and further enhances AVS' ability
to provide Total Inventory Solution for our airline customers. We are pleased to
note that Ben Quevedo, Caribe Aviation's president, will continue on in his
current capacity."
Aviation Sales is a recognized worldwide leader in the aircraft spare parts
market, manufacturing, selling and repairing parts for Boeing, McDonnell
Douglas, Lockheed and Airbus aircraft, and Pratt & Whitney, General Electric and
Rolls Royce jet engines. Offering inventory management services, including
purchasing services, repair and repair management, warehouse management,
aircraft disassembly services and consignment and leasing of aircraft spare
parts, Aviation Sales is a leader in Total Inventory Solutions designed to meet
the diverse needs of its customers. Aviation Sales Co. also manufactures
certain aircraft parts for sale to original equipment manufacturers, including
precision engine parts, and provides certain aircraft repair services at its
FAA licensed repair facility.
This press release contains forward-looking statements, which involve risks and
uncertainties. Aviation Sales' actual results could differ materially from the
results anticipated herein. For further information, please see Aviation Sales'
Annual Report on Form 10-K, as amended, for the 1996 fiscal year.
EXHIBIT 99.2
AVIATION SALES COMPANY RAISES $165 MILLION IN 8.125% SENIOR SUBORDINATED NOTES
MIAMI--(BUSINESS WIRE)--Feb. 17, 1998--Aviation Sales Co. (NYSE-AVS-NEWS)
announced today that it has sold $165 million in senior subordinated notes due
in 2008 with a coupon rate of 8.125% at a price of 99.395%. The offering was
increased from $150.0 million to take advantage of attractive interest rates.
Proceeds will be used to repay debt and for general corporate purposes,
including acquisitions, working capital needs and capital expenditures.
The notes were issued in a transaction exempt from registration pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Act") and may not
be resold absent registration under the Act or an applicable exemption from
such registration requirements. The issuance of the notes has been structured
to allow for secondary market trading of the notes among qualified institutional
buyers in the PORTAL market of the National Association of Securities Dealers,
Inc.
Aviation Sales is a recognized worldwide leader in the aircraft spare parts
market, manufacturing, selling and repairing parts for Boeing, McDonnell
Douglas, Lockheed and Airbus aircraft, and Pratt & Whitney, General Electric and
Rolls Royce jet engines. Offering inventory management services, including
purchasing services, repair and repair management, warehouse management,
aircraft disassembly services and consignment and leasing of aircraft spare
parts, Aviation Sales is a leader in Total Inventory Solutions designed to meet
the diverse needs of its customers. Aviation Sales Company also manufactures
certain aircraft parts for sale to original equipment manufacturers, including
precision engine parts, and provides certain aircraft repair services at its
FAA licensed repair facility.
This press release contains forward-looking statements, which involve risks and
uncertainties. Aviation Sales' actual results could differ materially from the
results anticipated herein. For further information, please see Aviation Sales'
Annual Report on Form 10-K, as amended, for the 1996 fiscal year.
