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): September 16, 1997
UNC INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-7795 54-1078297
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
175 Admiral Cochrane Drive, Annapolis, Maryland 21401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 266-7333
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets
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On September 16, 1997, the Registrant, in conjunction with its pending
acquisition by Greenwich Air Services, Inc., a subsidiary of General Electric
Company, sold its military contract services business to The Carlyle Group, an
investment firm based in Washington, DC. The disposition took the form of a sale
of the stock of the Registrant's indirect wholly-owned subsidiary UNC Aviation
Services, Inc. together with its subsidiaries, UNC/Lear Services, Inc. and
Burnside-Ott Aviation Training Center, Inc.
Attached and incorporated herein by reference in its entirety as
Exhibit 99.1 is a copy of the press release announcing the disposition.
ITEM 5. Other Events
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Pursuant to an Amended and Restated Agreement and Plan of Merger dated
March 9, 1997, among the Registrant, Greenwich Air Services, Inc. (which on
September 2, 1997 became a wholly-owned subsidiary of General Electric Company),
and Condor Acquisition Corp., a wholly-owned subsidiary of Greenwich, General
Electric Company completed its acquisition of UNC on September 17, 1997.
Attached and incorporated herein by reference in its entirety as
Exhibit 99.2 is a copy of the press release announcing completion of the
acquisition.
ITEM 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
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Not applicable.
(b) Pro forma financial information.
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To be furnished within 60 days pursuant to Items 7(a)(4) and 7(b)(2).
(c) Exhibits.
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99.1 Press Release dated September 17, 1997 re Sale of Aviation Services
99.2 Press Release dated September 17, 1997 re Acquisition by GE
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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 by the undersigned hereunto
duly authorized.
UNC INCORPORATED
Dated: September 25, 1997 By: /s/ Jeffrey S. Bornstein
------------------------
Jeffrey S. Bornstein
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
99.1 Press Release dated September 17, 1997 re Sale of Aviation
Services
99.2 Press Release dated September 17, 1997 re Acquisition by GE
EXHIBIT 99.1
UNC SELLS OPERATING DIVISION
Closing of Acquisition by GE to Occur Later Today
ANNAPOLIS, MARYLAND, September 17, 1997 - UNC Incorporated (NYSE: UNC), a
leading aviation services company, today announced that in conjunction with its
pending acquisition by Greenwich Air Services, Inc., a subsidiary of General
Electric Company, it has sold its military contract services business, UNC
Aviation Services, to The Carlyle Group, a leading investment firm based in
Washington, DC.
All of the conditions to the acquisition of UNC by GE's Greenwich subsidiary, in
which UNC stockholders will receive $15 per share in cash, have now been
satisfied. That transaction is expected to be completed later today.
CONTACT: UNC Inc., Annapolis
Mary Conger
Director, Investor Relations
410/266-7333
###
GEAE-52 Contact: Rick Kennedy 513.243.5805
September 17, 1997 Pat Klaus 513.243.4152
GE COMPLETES ACQUISITION OF UNC, INCORPORATED
EVENDALE, Ohio -- General Electric Company today completed its
acquisition of UNC, Inc. GE acquired UNC for $330,541,230 in cash, plus the
assumption of UNC debt. As announced earlier today, UNC has sold its military
contract services business, UNC Aviation Services, to The Carlyle Group.
In exchange for each share of UNC common stock, shareholders will receive
$15. In exchange for each share of UNC Series B preferred stock, shareholders
will receive an amount equal to $15 multiplied by the number of shares of UNC
common stock into which each share of UNC Series B preferred stock is
convertible.
GE completed its acquisition of Greenwich Air Services, Inc. on September
2, 1997. With this acquisition, GE also acquired the rights to complete
Greenwich Air Services' planned merger with UNC, which was announced in
February. The Antitrust Division of the U.S. Department of Justice cleared the
UNC acquisition last month, and UNC shareholders approved the merger on
September 15, 1997.
UNC, based in Annapolis, Maryland, is a diversified, independent supplier
of jet engine maintenance and overhaul with a major focus on smaller jet engines
for corporate and military aircraft. UNC's Garrett Aviation Services division,
acquired in 1996, provides engine, airframe, and avionics services for business
jets and turboprop aircraft.
The acquisitions of Greenwich and UNC provide GE Engine Services
additional facilities in the United States and Scotland. Greenwich services
primarily large commercial aircraft engines, as well as marine and industrial
aeroderivative engines produced by the world's leading manufacturers.
(more)
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GEAE-52
September 17, 1997
Page two
"GE Engine Services strongly believes that aviation services is a
global business, and that we must be well-positioned to provide attractive
offerings to customers worldwide," said Bill Vareschi, president and CEO of GE
Engine Services, Inc. "The acquisition of Greenwich and UNC will assist us in
serving the global aviation market quickly, dependably, and affordably."
GE Engine Services, Inc., a wholly owned subsidiary of General Electric
Company and a division of GE Aircraft Engines based in Cincinnati, Ohio,
provides overhaul and repair of aircraft engines, components, and accessories,
with facilities in the United States, Wales, Brazil, and Singapore.
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