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): January 10, 1996
AEL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-230 23-1353403
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
No.)
Registrant's telephone number, including area code: (215) 822-2929
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 10, 1996 Registrant and Tracor, Inc. ("Tracor"), a Delaware
corporation with executive offices at 6500 Tracor Lane, Austin, Texas
78725-2000, and Tracor AEL, Inc. ("Tracor Subsidiary"), a wholly owned
subsidiary of Tracor, executed an Amendment (the "Amendment") to the
Agreement and Plan of Reorganization dated as of October 2, 1995 (the
"Agreement"). The Agreement and the Amendment are collectively referred to
as the "Amended Agreement".
The Agreement, which was filed with and described in Registrant's Form
8-K Current Report dated October 2, 1995, provided for the merger (the
"Merger") of Registrant with Tracor Subsidiary pursuant to which Registrant
would become a wholly owned subsidiary of Tracor and each holder of shares
of Class A Common Stock and Class B Common Stock of Registrant would have
the right to receive a cash payment equal to $28.00 per share (the "Merger
Price"), upon consummation of the Merger, and each holder of options to
purchase Registrant's common stock would have the right to receive an
amount equal to the excess of the Merger Price over the respective exercise
price per share of such options. The Amended Agreement provides for the
reduction of the Merger Price from $28.00 to $24.25 per share.
As part of the Amendment, Tracor and Tracor Subsidiary also agreed to
establish January 10, 1996 as a new baseline date for the determination of
material adverse change, if any, in the Registrant's business, operations
or financial condition through the closing of the Merger and agreed that
the purported class action filed on November 14, 1995 against the
Registrant's controlling shareholders, Dr. and Mrs. Leon Riebman, and the
Registrant would not be a basis for Tracor or Tracor Subsidiary to
terminate or fail to close the Merger.
The foregoing summary is qualified in its entirety by reference to
Exhibits 2.1 and 99.1 filed herewith.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Amendment dated as of January 10, 1996 to Agreement and Plan of
Reorganization dated as of October 2, 1995 Among Registrant, Tracor,
Inc. and Tracor AEL, Inc.
99.1 Joint Press Release dated January 10, 1996 issued by Tracor, Inc. and
Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AEL INDUSTRIES, INC.
Date: January 19, 1996 By: /s/ George King
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
2.1 Amendment dated as of January 10, 1996 to Agreement and
Plan of Reorganization dated as of October 2, 1995
Among Registrant, Tracor, Inc. and Tracor AEL, Inc.
99.1 Joint Press Release dated January 10, 1996 issued by
Tracor, Inc. and Registrant.
AMENDMENT DATED AS OF JANUARY 10, 1996
TO
AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF OCTOBER 2, 1995
AMONG
AEL INDUSTRIES,INC., TRACOR, INC. AND TRACOR AEL, INC.
<PAGE>
Amendment (the "Amendment") dated as of January 10, 1996 to the
Agreement and Plan of Merger (the "Agreement") dated as of October 2, 1995
among AEL Industries, Inc., a Pennsylvania corporation ("AEL"), Tracor,
Inc., a Delaware corporation ("Buyer") and Tracor AEL, Inc., a Delaware
corporation and a wholly-owned subsidiary of Buyer ("Sub").
BACKGROUND
AEL, Buyer and Sub have entered into the Agreement which they intend
to amend by this Amendment. The Agreement and the Amendment are
collectively referred to as the "Amended Agreement."
The renegotiated price provided for herein reflects information
furnished by AEL to Buyer and Sub prior to the date hereof.
NOW, THEREFORE, AEL, Buyer and Sub, each intending to be legally bound
hereby, agree as follows:
Section 1. Definitions
All terms defined in the Agreement and in the Plan of Merger (attached
as Exhibit A to the Agreement) shall have the same meanings when used
herein, except where (i) otherwise specified herein or (ii) the context
clearly requires otherwise.
Section 2. Amended Merger Price
The "Merger Price" is amended so as to be $24.25 per share.
Section 3. Amended Plan of Merger
The Plan of Merger is amended so as to conform to the amendments made
herein to the Agreement and is defined as the "Amended Plan of Merger".
Section 4. Amended Merger Transaction
The "Merger Transaction" is amended so as to consist of the Amended
Agreement, the Amended Plan of Merger and the Merger.
Section 5. Amendment Concerning Material Adverse Effect
"Material Adverse Effect" shall in no event consist of or include any
effect on the business, operations or financial condition of the AEL Group
which arises out of any information furnished to Buyer by AEL prior to the
date hereof.
Section 6. Amendment Concerning Material Adverse Change
A determination of "Material Adverse Change" pursuant to Section
4.1(d) of the Agreement shall not take into account the effect on the
business, operations or financial condition of AEL since February 24, 1995
of any information furnished to Buyer by AEL prior to the date hereof.
Section 7. Amendment Concerning Accuracy of Representations and
Warranties
A determination of whether the representations and warranties of AEL
in the Agreement shall be accurate in all material respects at and as of
the Closing Date (except to the extent that such representation and
warranty speaks as of another date) pursuant to Section 4.1(d) of the
Agreement shall not take into account any information furnished to Buyer by
AEL prior to the date hereof.
Section 8. Amendment Concerning Termination by Buyer and Sub
A determination of whether (i) there shall have occurred an event
which shall have caused a Material Adverse Effect or (ii) the
representations and warranties of AEL have been breached or become
inaccurate in a material respect as of the Closing (each pursuant to
Section 5.4(d) of the Agreement) shall not take into account any
information furnished to Buyer by AEL prior to the date hereof.
Section 9. Haftel Litigation
Buyer and Sub acknowledge that they have been advised by AEL of the
pending litigation captioned as Judith Haftel v. Dr. Leon Riebman, Claire
Riebman and AEL Industries, Inc., #95-21600, Montgomery County,
Pennsylvania Court of Common Pleas ("Haftel Litigation"). Buyer and Sub
waive compliance with the conditions to their respective obligations set
forth in Section 4.1(d) of the Agreement as they relate to the Haftel
Litigation.
Section 10. Commitment Letter
Buyer and Sub have no reason to believe that the financing
contemplated in the Commitment Letter will not be consummated. Buyer and
Sub shall use all reasonable efforts to obtain from Bankers Trust Company
an extension to March 31, 1996 of the current expiration date of the
Commitment Letter and shall promptly provide substantiation thereof to AEL.
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Section 11. Full Force and Effect
The Agreement, as amended hereby, is ratified, confirmed and continued
in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first above written.
AEL INDUSTRIES, INC.
By:________________
Title:_____________
TRACOR, INC.
By:________________
Title:_____________
TRACOR AEL, INC.
By:________________
Title:_____________
TRACOR AND AEL ANNOUNCE NEW ACQUISITION PRICE
Austin, TX and Lansdale, PA - January 10, 1996. Tracor, Inc.
(NASDAQ:TTRR), Austin, Texas, and AEL Industries, Inc. (NASDAQ:AELNA),
Lansdale, Pennsylvania, announced today the companies have signed an
amendment to their merger agreement dated October 2, 1995 that provides for
the purchase of all of AEL's 4.1 million shares and share equivalents at an
adjusted purchase price of $24.25 per share, representing a reduction from
the purchase price of $28 per share under the original agreement.
Tracor's decision to seek a renegotiated price followed a review and
assessment by Tracor's management of AEL's recent and anticipated
performance after being advised of the recently announced losses by AEL as
reflected in its third-quarter news release.
The Long Range Planning Committee of the Board of Directors of AEL
concluded that it was in the best interests of AEL and its shareholders to
agree to this renegotiated price in the present circumstances. Tracor also
agreed to accept other modifications to the merger agreement that were
proposed by the committee.
"Tracor previously agreed on October 2, 1995 to pay a premium price
for AEL, based on its then existing and anticipated performance," said
James B. Skaggs, chairman and president of Tracor. "We believe that AEL
will make an excellent addition to Tracor's family of companies."
AEL also announced that, due to this amendment, the currently
scheduled date of January 30, 1996 for AEL's Special Meeting of
Shareholders is being postponed to a date to be announced. It is
anticipated that such meeting and the closing of the acquisition will be
rescheduled for mid-to-late February 1996.
AEL designs and manufactures sophisticated countermeasures,
simulation, and radar-warning receiver systems; performs aircraft
engineering, maintenance, and modification services for military and
commercial aircraft; and provides state-of-the-art antenna, microwave, and
integrated circuit components.
Tracor, with 1995 nine-month sales of $657.9 million, provides a broad
range of electronic products, systems, and services for numerous U.S.
government agencies primarily within the Department of Defense, other
governments, and commercial customers.
For further information please contact either Marian Kelley, Tracor,
Inc. at (512) 929-2273 or Jesse H. Riebman, Vice President and Treasurer of
AEL Industries, Inc. at (215) 822-7272, extension 2504.
