AAR CORP
8-K, 1997-12-11
MACHINERY, EQUIPMENT & SUPPLIES
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       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):  December 11, 1997


                                      AAR CORP.
                (Exact name of registrant as specified in its charter)

                              _________________________

<TABLE>
<CAPTION>

         Delaware                           1-6263                      36-2334820 
<S>                                 <C>                             <C>
(State or other jurisdiction of     (Commission file number)        (I.R.S. employer 
incorporation or organization)                                     identification no.)
</TABLE>



      1100 North Wood Dale Road
         Wood Dale, Illinois                                  60191  
(Address of principal executive offices)                   (Zip Code)

          Registrant's telephone number, include area code:  (630) 227-2000



                                    Not Applicable
             (Former name or former address, if changed since last year)


Exhibit Index is located on page 4.

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ITEM 5.  OTHER EVENTS.

On December 11, 1997 AAR CORP. issued a news release announcing its results for
the second quarter ended November 30, 1997, a copy of which is filed as Exhibit
99.1 to this Report on Form 8-K and hereby is incorporated by reference herein. 


ITEM 7(c).    EXHIBIT.

Exhibit 99.1  News Release of AAR CORP. dated December 11, 1997.

                                       2

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                                      SIGNATURES


         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 thereunto duly authorized.


                                       AAR CORP.



Dated: December 11, 1997               By: /s/ Timothy J. Romenesko
                                           -----------------------------------
                                           Timothy J. Romenesko
                                           Vice President and
                                           Chief Financial Officer





                                       3

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                                    EXHIBIT INDEX


EXHIBIT NO.        DESCRIPTION  
- ----------         -----------

Exhibit 99.1       News Release of AAR CORP. dated December 11, 1997.






                                       4


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                                                                   EXHIBIT 99.1


                              AAR SOARS TO RECORD
                         QUARTERLY SALES AND NET INCOME

(In thousands except per share data)

                                     Three Months Ended
                                        November 30,
                                        ------------
                                      1997           1996
                                      ----           ----
Net Sales                         $   180,156    $  135,675
Operating Income                       14,916         9,793
Pretax Income                          12,016         7,423
Net Income                              8,411         5,144
Earnings Per Share                 $      .46    $      .32
Average Shares Outstanding             18,353        16,078


WOOD DALE, ILLINOIS, December 11, 1997 -- AAR CORP. today announced that for the
Company's second quarter ended November 30, 1997, net income increased 63.5% to
a record $8,411,000 from $5,144,000, on record quarterly net sales of
$180,156,000, a 32.8% increase over sales of $135,675,000 for the same period
last year.  Earnings per share increased 43.8% to 46 cents from 32 cents the
prior year, after giving effect to a 14% increase in average shares outstanding.

    For the first half of the fiscal year, net income rose 57.3% to a record 
$15,721,000 from $9,992,000 while sales for the first six months increased 29.2%
to a record $351,062,000 compared with $271,712,000 in the prior year.  Earnings
per share increased to 86 cents from 62 cents in the prior year.

    "For the quarter, all three of the Company's business groups experienced
sales and earnings growth as we benefitted from the successful implementation of
our long-term strategies and a friendly industry environment," stated David P.
Storch, President and Chief Executive Officer of AAR CORP.  "We continue to win
long-term agreements, invest in expanded capability through acquisitions,
internal development


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and opportunistic inventory buys while driving productivity and efficiency 
improvements throughout the Company.  The success of these strategies 
resulted in significant progress in our financial ratios this quarter."

    The signing of the following significant agreements and acquisition
highlighted the quarter:

    -  Signed an exclusive agreement with Delta Air Lines to be the sole source
       non-OEM supplier of engine parts and bare engine accessories for the 
       Delta aircraft fleet.  The initial term of the agreement is three years,
       and the Company began to realize benefits during the second quarter.  
       Delta engine overhaul facilities service more than 700 engines per year
       for the airline's fleet of more than 550 jet aircraft.

    -  Selected by Federal Express to design and manufacture cargo loading 
       systems for 11 new Airbus A300 freighter aircraft.  Delivery of the 
       systems will begin in April 1998 and continue into the year 2000.

    -  Won a contract to provide complete logistics support and aircraft
       maintenance for 11 aircraft operated by the U.S. Marshals Service.  The
       one-year contract is valued at $12 million.

    -  Acquired ATR International, a company that engineers and manufactures
       advanced composite parts and structures for the aviation/aerospace
       industry.  The company achieved strong growth over the past two years 
       and fits AAR's strategy to significantly expand composite manufacturing
       capability for new production commercial and business aircraft and take
       advantage of a growing number of aftermarket support opportunities.  The
       Company's 


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       results for the second quarter include one month from ATR International.

    AAR CORP., traded NYSE (AIR), is a leading supplier of aerospace/aviation
products and services.  The Company primarily supplies parts and equipment,
performs technical services and manufactures proprietary products for the global
aviation industry.

                                         ###









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                              AAR CORP. AND SUBSIDIARIES
                          COMPARATIVE STATEMENT OF EARNINGS
                      FOR THE THREE- AND SIX-MONTH PERIODS ENDED
                              NOVEMBER 30, 1997 AND 1996
                         (In thousands except per share data)

                                    Three Month            Six Months
                                    -----------            ----------
                                  1997       1996         1997       1996
                                    (Unaudited)            (Unaudited)

Net sales                       $180,156   $135,675     $351,062   $271,712
Operating income                  14,916      9,793       27,810     19,006
Pretax income                     12,016      7,423       22,470     14,321
Net income                         8,411      5,144       15,721      9,992
Net income per share of 
common stock                    $    .46   $    .32     $    .86   $    .62
Average shares outstanding        18,353     16,078       18,339     16,027


- ------------------------------------------------------------------------------


                              AAR CORP. AND SUBSIDIARIES
                               BALANCE SHEET HIGHLIGHTS
                         (In thousands except per share data)


                                     November 30,          May 31,
                                        1997                1997
                                        ----                ----
                                    (Unaudited)      (Derived from audited
                                                     financial statements)

Current assets                       $424,355              $414,100
Current liabilities                   126,100                99,981
Working capital                       298,255               314,119
Long-term debt                        118,508               116,818
Stockholders' equity                  283,330               269,259
Book value per share                 $  15.43              $  14.79
Shares outstanding                     18,361                18,204



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