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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) OCTOBER 10, 1997
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COMMISSION FILE NO. 1-8137
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AMERICAN PACIFIC CORPORATION
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(Exact name of Registration as specified in charter)
Delaware 59-649047
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3770 Howard Hughes Parkway #300
Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 735-2200
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ITEM 5. OTHER EVENTS
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On October 10, 1997, American Pacific Corporation (the "Company")
entered into an Asset Purchase Agreement (the "Agreement") with Kerr-McGee
Chemical Corporation ("Kerr-McGee"). The Agreement contemplates that the
Company will acquire certain process data, technical information, customer
lists, marketing contacts, and related expertise used by Kerr-McGee primarily in
the ammonium perchlorate ("AP") industry. The Agreement calls for a purchase
price of $39 million, and grants the Company the option to purchase limited AP
inventory of Kerr-McGee for additional consideration.
Closing of the transaction is subject to a number of conditions, including
the Company's securing of financing for 100 percent of the purchase price, and
to both parties filing premerger notifications with the Federal Trade Commission
and the Department of Justice under the Hart-Scott Rodino Antitrust Improvements
Act of 1976, with no adverse action following such notifications.
The Company also reported that it is cooperating with the pending
investigation of State and local agencies regarding trace amounts of
perchlorates in Lake Mead, which is located in the County in which Kerr-McGee
operations are conducted and in which the Company's AP operations were conducted
prior to May 1988.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits. Press release dated October 10, 1997
SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN PACIFIC CORPORATION
(Registrant)
Date: October 14, 1997 By: /s/ David N. Keys
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David N. Keys
Senior Vice President
Chief Financial Officer and Treasurer
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EXHIBIT C
EXHIBIT to FORM 8-K
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LETTERHEAD OF
AMERICAN PACIFIC CORPORATION
NEWS RELEASE
Contact: David N. Keys - (702) 735-2200
AMERICAN PACIFIC CORPORATION ANNOUNCES
ASSET PURCHASE AGREEMENT
LAS VEGAS, NEVADA, October 10, 1997: American Pacific Corporation ("the
Company") announced today that it has entered into an Asset Purchase Agreement
(the "Agreement") with Kerr-McGee Chemical Corporation ("Kerr-McGee"). The
Agreement contemplates that the Company will acquire certain process data,
technical information, customer lists, marketing contacts, and related expertise
used by Kerr-McGee primarily in the ammonium perchlorate ("AP") industry. The
Agreement calls for a purchase price of $39 million, and grants the Company the
option to purchase limited AP inventory of Kerr-McGee for additional
consideration.
John R. Gibson, President and Chief Executive Officer of the Company, noted that
"this Agreement represents a positive response to the severe over-capacity that
exists in the AP industry. American Pacific and Kerr-McGee have combined
capacity that is substantially in excess of available demand, and have been
operating for several years at a low average plant utilization rate. As a
result, both operations have been relatively inefficient. This Agreement is one
of the many down-sizing measures that have occurred as defense expenditures have
been curtailed. The management of American Pacific is optimistic that the
closing of this Agreement will lead to improved efficiencies, and will
facilitate the continued provision of high quality products and services to the
solid rocket motor industry, and to the space and defense customers of that
industry."
Closing of the transaction is subject to a number of conditions, including the
Company's securing of financing for 100 percent of the purchase price, and to
both parties filing premerger notifications with the Federal Trade Commission
and the Department of Justice under the Hart-Scott Rodino Antitrust Improvements
Act of 1976, with no adverse action following such notifications.
There can be no assurance that the conditions to closing of the transaction will
be satisfied, or that the transaction will close. The management of the Company
will, however, make all reasonable efforts to meet all conditions, and to
conclude successfully this important transaction.
In its contemporaneous news release concerning the Asset Purchase Agreement,
Kerr-McGee commented on the continuing investigation of trace amounts of
perchlorate in Lake Mead. Clark County, Nevada, where Lake Mead is situated,
is the location of Kerr-McGee's AP operations, and was the location of the
Company's AP operations until May 1988. The Company is cooperating with State
and local agencies, and with Kerr-McGee and other interested firms, in the
investigation and evaluation of the source or sources of these trace amounts,
possible environmental impacts, and potential remediation methods. Until these
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3770 HOWARD HUGHES PARKWAY SUITE 300 LAS VEGAS, NV 89109
PHONE (702) 735-2200 FAX (702) 735-4876
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investigations and evaluations have reached appropriate conclusions, it will not
be possible for the Company to determine the extent to which, if at all, the
Company may be called upon to contribute to or assist with future remediation
efforts, or the financial impacts, if any, of such contributions or assistance.
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, this News Release may
contain Forward Looking Statements that are subject to risks and uncertainties,
including potential declining demand and/or downward pricing pressures for the
Company's products, governmental budget constraints and/or decreases affecting
the U.S. Department of Defense or NASA which would cause a continued decrease in
demand for AP, technological advances or new competitive products causing a
reduction or elimination of demand for the Company's products, as well as the
other risks detailed from time to time in the Company's most recent Form 10-K
and 10-Q SEC Reports.
American Pacific Corporation is a specialty chemical company that produces
products used primarily in space flight and defense systems, automotive airbag
safety systems, and fire extinguishment systems. The Company also designs and
manufactures environmental protection products and is involved in real estate
development.
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LOGO OF AMERICAN PACIFIC CORPORATION
