AMERICAN PACIFIC CORP
8-K/A, 1998-07-22
INDUSTRIAL INORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 8-K/A
                                (AMENDMENT NO. 2)

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): FEBRUARY 19, 1998

                          American Pacific Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)


     DELAWARE                   1-8137             59-6490478
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission       (IRS Employer
   of incorporation)            File Number)   Identification No.)

         3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109
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                     Address of principal executive offices


Registrant's telephone number, including area code: (702) 735-2200

                                       N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)



<PAGE>
         This amended  Current  Report on Form 8-K amends the Current  Report on
Form 8-K filed on March 3, 1998.

Item 5.  OTHER EVENTS.

         As announced on February 19, 1998,  American  Pacific  Corporation (the
"Company")  intends to effect an  offering  (the  "Offering")  of $75.0  million
principal  amount of Senior Notes pursuant to Rule 144A under the Securities Act
of 1933 during  March 1998.  The Company  intends to use the net proceeds of the
Offering  primarily  to fund its  acquisition  (the  "Acquisition")  of  certain
intangible assets and rights of Kerr-McGee  Chemical  Corporation related to the
production  of ammonium  perchlorate  and to repurchase or defease the Company's
outstanding 11% noncallable subordinated secured term notes.

         THERE CAN BE NO ASSURANCE THAT THE OFFERING OR THE ACQUISITION  WILL BE
CONSUMMATED.



                                       -1-

<PAGE>
    EXHIBIT NO.                          EXHIBITS

     *99.1                 Asset Purchase Agreement dated as of October 10, 1997
                           between   AMPAC,   Inc.   and   Kerr-McGee   Chemical
                           Corporation.

- -------------------
*  Previously filed.


                                       -2-

<PAGE>
                                    SIGNATURE


         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 hereunto duly authorized.


                                           American Pacific Corporation


Dated: July 21, 1998                   By: /s/ David N. Keys
                                           -----------------------------------
                                           Name:   David N. Keys
                                           Title:  Senior Vice President and
                                                   Chief Financial Officer


                                       -3-



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