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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Amendment -- August 12, 1996
UNC INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 1-7795 54-1078297
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
175 Admiral Cochrane Drive Annapolis, Maryland 21401-7394
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(Address of principal executive offices) (Zip Code)
(410) 266-7333
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Address)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 11, 1996, the registrant filed a Current Report on Form 8-K to
report its acquisition of substantially all of the assets and business of
Garrett Aviation Services. The audited financial statements with respect to the
operations of the Garrett Aviation Services business prior to its divestiture by
AlliedSignal were not available at the time the Current Report on Form 8-K was
filed. The Company is filing these financial statements as an amendment to its
original Current Report on Form 8-K pursuant to this Form 8-K/A Amendment to
Current Report in accordance with Item 7(a)(4) of the instructions to Current
Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The following financial statements are hereby filed in this Form 8-K/A
Amendment to Current Report:
Exhibit No. Description of Exhibit
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1 The audited statements of earnings and cash flows of
certain of the hanger facilities of AlliedSignal
Engines - Hanger Operations (a division of
AlliedSignal Inc.) for the six months ended June 30,
1994 and for the year ended December 31, 1993.
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UNC INCORPORATED
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S I G N A T U R E
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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.
UNC INCORPORATED
By: /s/ Robert L. Pevenstein
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Robert L. Pevenstein
Senior Vice President and
Chief Financial Officer
Date: August 12, 1996
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EXHIBIT 1
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Shareholders
UNC Incorporated:
We have audited the accompanying statements of earnings and cash flows of
certain of the hangar facilities (as described in Note 1, "the Hangars") of
AlliedSignal Engines-Hangar Operations, a division of AlliedSignal Inc., for
the six month period ended June 30, 1994 and the year ended December 31, 1993.
These financial statements are the responsibility of the Hangars management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of the
Hangars for the six month period ended June 30, 1994 and the year ended
December 31, 1993, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
July 26, 1996
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ALLIEDSIGNAL ENGINES--HANGER OPERATIONS
(A DIVISION OF ALLIEDSIGNAL INC.)
STATEMENT OF EARNINGS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1994 AND FOR THE YEAR
ENDED DECEMBER 31, 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1993 1994
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<S> <C> <C>
Net sales................................................ $253,191 $124,144
Cost of sales............................................ 162,575 80,522
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Gross profit........................................... 90,616 43,622
Selling, general and administrative expenses............. 9,608 5,299
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Operating profit....................................... 81,008 38,323
Interest expense......................................... (187) (93)
Other income (expense)................................... 47 (136)
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Net earnings............................................. $ 80,868 $ 38,094
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</TABLE>
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ALLIEDSIGNAL ENGINES--HANGER OPERATIONS
(A DIVISION OF ALLIEDSIGNAL INC.)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1994 AND THE YEAR
ENDED DECEMBER 31, 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1993 1994
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<S> <C> <C>
Cash flows from operating activities:
Net earnings........................................... $ 80,868 $ 38,094
Adjustments to reconcile net earnings to net cash from
operating activities:
Depreciation and amortization of property and
equipment........................................... 1,686 882
Loss on disposal of property and equipment........... 177
Changes in operating assets and liabilities:
Accounts receivable, trade......................... (2,117) (604)
Inventories........................................ 3,115 4,395
Prepaid and other current assets................... 196 (27)
Accounts payable, trade............................ (1,242) 1,638
Accrued expenses and other liabilities............. (273) 356
Due to affiliate................................... (758) 1,424
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Net cash flows from operating activities............. 81,475 46,335
Cash flows used in investing activities:
Purchases of property and equipment.................. (471) (264)
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Net cash flows used in investing activities.......... (471) (264)
Cash flows from financing activities:
Cash distributions to AlliedSignal Inc. ............. (81,008) (46,070)
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Net cash flows used in financing activities.......... (81,008) (46,070)
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Net increase (decrease) in cash and cash equivalents... (4) 1
Cash and cash equivalents, at beginning of period...... 49 45
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Cash and cash equivalents, at end of period............ $ 45 $ 46
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</TABLE>
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ALLIEDSIGNAL ENGINES--HANGAR OPERATIONS
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements include the accounts of the Augusta, Ga.; Houston,
Tx.; Little Rock, Ark.; Los Angeles, Ca.; Ronkonkoma, NY.; and Springfield,
Ill. hangar facilities (those acquired by Garrett Aviation Services in July
1994, "the Hangars"), of AlliedSignal Engines-Hangar Operations, a wholly
integrated line of business of AlliedSignal Engines, a division of
AlliedSignal Inc. The financial results of operations of the Hangars, as
presented herein for the six month period ended June 30, 1994 and the year
ended December 31, 1993, would not be the same as would have occurred had the
Hangars been an independent entity. Certain costs, including certain employee
benefit costs, corporate expenses and income taxes were not allocated to these
facilities and are not included in the accompanying financial statements.
The Hangars provide turbine-powered airframe maintenance and related
services, technical support and turbine engine repair, overhaul and related
services on turbine engine products to general aviation operators and regional
commercial airlines. The services are provided at airport hangar locations
throughout the United States.
Revenue Recognition
Revenue from engine and airframe maintenance services is recognized upon
completion of the repair. Revenue from parts sales is recognized upon shipment
of the part to the customers.
Cash and Cash Equivalents
The Hangars consider all highly liquid investments with maturities of three
months or less to be cash equivalents for the purposes of the statement of
cash flows.
Inventories
Materials inventory is stated at the lower of cost or market, with cost
being determined on the average cost basis. Work-in-process includes material,
labor and related overhead.
Depreciation and Amortization
The cost of property and equipment are depreciated over the useful life of
the assets using the straight-line method. Leasehold improvements are
amortized over the shorter of their useful lives or the terms of the related
leases using the straight-line methods.
Concentration of Credit Risk
Substantially all of the revenues are derived from customers in the general
aviation market by direct sales and through repair and overhaul operations.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of revenues and expenses reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.
Statement of Cash Flows
During 1993 and the six months period ended June 30, 1994, no interest was
paid by the Hangars.
2. RENTAL EXPENSE
The Hangars have various noncancelable operating leases relating principally
to real property, which expire at various dates through 2018. Rental expense
for the six month period ended June 30, 1994 and the year ended December 31,
1993 was $1,155,000 and $2,219,000, respectively.
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