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) June 13, 1996
Tracor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-20227 74-2618088
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
Tracor, Inc.
6500 Tracor Lane
Austin, Texas 78725
512/926-2800
(Name, address, and telephone number,
including area code, of principal executive offices)
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Item 2. Acquisition or Disposition of Assets.
On June 13, 1996 Tracor, Inc. ("Tracor") acquired substantially all of
the assets of Westmark Systems, Inc. ("Westmark") (the "Transaction").
The assets consists of 978,458 shares of Tracor's Class A Common Stock,
a Series B warrant to purchase 5,249,428 shares of Tracor Common Stock,
with an exercise price of $4.42 per share, a Series C warrant to
purchase 5,455,000 shares of Tracor Common Stock with an exercise
price of $7.36 per share, certain minor real estate holdings and
$10,165,000 cash. The Transaction was pursuant to an Acquisition
Agreement dated March 12, 1996 (the "Agreement"). The Agreement was
approved by the shareholders of Tracor at its annual meeting held on
June 13, 1996. The consideration for the assets purchased was
8,267,435 shares of Tracor Common Stock and $10,165,000 of U.S.
Government securities.
The Transaction is intended to qualify as a tax free "C"
reorganization under Section 368(a)(1)(c) of the Internal Revenue
Code of 1986, as amended.
Upon the closing of the Transaction, Westmark adopted a plan of
liquidation whereby the approximately 8.3 million shares of Tracor
Common Stock received by Westmark as a result of this transaction,
were distributed to Westmark's shareholders. Approximately 4.2
million of these shares are being included in an underwritten
secondary offering.
Item 7. Financial Statements and Exhibits
(a) Exhibits
(99) June 18, 1996 Press Release
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.
TRACOR, INC.
Date: 21 June 1996 By: /S/ WOODY ENDSLEY
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Woody Endsley
Vice President
EXHIBIT A
For more information: Marian Kelley, 512/929-2271
e-mail: [email protected]
TRACOR COMPLETES ACQUISITION OF WESTMARK SYSTEMS
AUSTIN, TEXAS, June 18, 1996 -- Tracor, Inc., a leading defense
electronics company (Nasdaq - TTRR), today announced the completion of the
acquisition of substantially all assets of Westmark Systems, Inc., following
approval by shareholders of both companies on June 13.
Tracor has exchanged approximately 8.3 million shares of common stock
for Westmark s assets, which primarily consist of 978,458 shares of Tracor
Class A Common Stock and warrants to purchase 10,704,428 shares of Tracor
common stock. In connection with the acquisition, Westmark will liquidate
and distribute the 8.3 million Tracor shares to its shareholders.
Tracor filed a registration statement relating to the resale of
approximately one-half of the shares to the public through an underwritten
offering, which is anticipated to be consummated within the next 15 days.
In addition to the approximately 4.2 million shares offered by the former
shareholders of Westmark, Tracor will offer 2 million shares, resulting
in a total offering of approximately 6.2 million shares. The actual
number of shares to be offered by Tracor will be determined at a date
immediately preceding the offering, after consultation with the company's
underwriters. The underwriters are Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., BT Securities Corporation, and Oppenheimer &
Co., Inc.
Tracor, Inc., based in Austin, Texas, is one of the top 15 largest
defense electronics firms in the United States with 1995 annual sales of
$886.9 million. The company provides sophisticated electronic products,
systems, and services to its customers in the U.S. Department of Defense as
well as in nondefense U.S. government agencies, other governments, and the
commercial marketplace.
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