<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
Exhibit 99.1 News Release of AAR CORP. dated December 11, 1997.
4
<PAGE>
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
<PAGE>
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
<PAGE>
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.
###
<PAGE>
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