K&F INDUSTRIES INC
8-K, 1994-09-16
AIRCRAFT PARTS & AUXILIARY EQUIPMENT, NEC
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549





                                    FORM 8-K


                                 CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15 (d) OF THE

                      SECURITIES AND EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported) September 2, 1994




                            K & F INDUSTRIES, INC.
- - --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)




          DELAWARE                  33-29035                 No. 34-1614845
- - --------------------------------------------------------------------------------
 (State or other jurisdiction     (Commission                (IRS Employer
     of incorporation)             File Number)           Identification No.)



     600 THIRD AVENUE, NEW YORK, NY                                  10016
- - --------------------------------------------------------------------------------
 (Address of principal executive offices)                         (Zip Code)





    Registrant's telephone number, including area code     (212) 297-0900       
                                                      --------------------------



                                 NOT APPLICABLE
- - --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
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ITEM 5.  Other Events

         The Company's press release dated September 2, 1994 is incorporated
         herein by reference.

ITEM 7.  Financial Statements and Exhibits

         (c) Exhibits.

         99.01 - press release dated September 2, 1994.
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                                  SIGNATURES



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 thereunto duly authorized.



                                                   K & F INDUSTRIES, INC.
                                                   ----------------------
                                                        Registrant
                                           
                                           
                                           
                                                   /s/  KENNETH M. SCHWARTZ
                                                   ------------------------
                                                        Kenneth M. Schwartz
                                                   Chief Financial Officer
                                                              and
                                                   Registrant's Authorized
                                                            Officer
                                           


Dated:  September 16, 1994
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                                EXHIBIT INDEX

Exhibit
  No.          Description
- - -------        ------------

 99.1          Press Release September 2, 1994




<PAGE>   1
Press Release September 2, 1994                                    Exhibit 99.01




                                                  CONTACT:  Kenneth Schwartz
                                                               212-297-0900



                 K & F RETIRES DEBENTURES WITH CASH AND EQUITY



NEW YORK, September 2, 1994 -- K & F Industries, Inc., today announced that for
$12.76 million in cash and 22.5% in equity it has retired a $30 million face
amount pay-in-kind (PIK) Subordinated Convertible Debenture together with $35
million of accumulated PIK interest held by Loral Corporation.
         To effect the transaction, K & F's principal shareholders invested
$12.76 million for additional shares.  As a result of both transactions, K & F
shareholders' equity was increased by $65 million and long term debt was
reduced by an equal amount.
         K & F Industries is a leading manufacturer of wheels, brakes and brake
management systems for commercial, general aviation and military aircraft; and
a major producer of aircraft fuel tanks, deicing equipment and tanks for
environmental, storage and transport applications.


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