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) February 14, 1997
Tracor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-20227 74-2618088
(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 5. Other Events
Attached hereto as Exhibit 99.1 is a press release issued February 14, 1997
by Tracor, Inc. (the "Company") concerning the commencement of a tender
offer by the Company to purchase all $115.9 million aggregate principal
amount of its outstanding 10 7/8% Senior Subordinated Notes due 2001 along
with a solicitation of consents to modify or delete certain provisions in
the indentures governing such notes.
The press release also announced the Company's intention to enter into a
new $200 million revolving credit facility and to undertake a new $200
million senior subordinate note financing.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99.1 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: February 14, 1997 By: /s/ Woody Endsley
-----------------
Woody Endsley
Vice President and
Treasurer
Exhibit 99.1
For more information: Marian Kelley, 512/929-2273
email: [email protected]
TRACOR ANNOUNCES PLANS TO RESTRUCTURE CAPITALIZATION
AUSTIN, TEXAS, February 14, 1997 -- Tracor, Inc. (Nasdaq - TTRR)
announced today it currently intends to make a tender offer to
purchase all $115.9 million aggregate principal amount of its
outstanding 10-7/8% Senior Subordinated Notes due 2001. In connection
with the tender offer, the Company will solicit consents to modify or
delete certain provisions contained in the indentures governing the
subordinated notes. The tender offer and the consent solicitation are
being undertaken to facilitate the refinancing of the Company's
existing senior and senior subordinated indebtedness. The tender
offer is subject to the consummation of the revolving credit facility
and subordinated note financings described below. The tender offer is
expected to be completed during the first quarter of 1997.
The Company also announced today it expects to enter into a $200
million revolving credit facility, with a five-year final maturity
subject to commitment reductions in the third and fourth years. The
revolving credit facility, together with a new $200 million senior
subordinated note financing, will allow for the refinancing of the
Company's existing bank credit facility and the consummation of the
debt tender offer described above. The consummation of the financing
transactions is subject to the execution and delivery of definitive
documentation and the satisfaction of other customary closing
conditions. The financings are expected to close on or before March
31, 1997.
The restructuring of Tracor's capitalization as described will
extend the senior debt and subordinated debt maturity periods, reduce
interest expense, and result in a one-time extraordinary charge of
approximately $10 million, net of income tax benefit.
Tracor, Inc., based in Austin, Texas, is one of the 15 largest
defense electronics firms in the United States with 1996 sales topping
$1 billion. The company provides sophisticated electronic and
information technology 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor shall it constitute
an offer to buy or the solicitation of an offer to sell any
securities. The financing transactions described above will not be
registered under the Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
