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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) September 15, 1997
K & F INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 33-29035 34-1614845
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
600 THIRD AVENUE
NEW YORK, NEW YORK 10016
(Address of principal executive
offices including Zip Code)
(212) 297-0900
(Registrant's telephone number,
including area code)
N.A.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
K & F Industries, Inc. (the "Company") is filing this Current
Report on Form 8-K for the purpose of filing with the Commission as an exhibit
hereto the Company's press release dated September 15, 1997, relating to the
commencement by the Company of a tender offer in respect of its 10-3/8% Senior
Subordinated Notes due 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Press release dated September 15, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
K & F INDUSTRIES, INC.
(Registrant)
Dated: September 18, 1997 By: /s/ Dirkson R. Charles
----------------------------
Dirkson R. Charles
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description Page
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99 Press Release dated September 15, 1997 5
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PRESS RELEASE
September 15, 1997 -- K & F Industries, Inc. announced today
that its Board of Directors and major shareholders have approved a plan under
which K & F will purchase the equity interests held in it by Loral Space &
Communications (NYSE: LOR) and Chase Capital Partners, L.P., as well as a
portion of the interests held by other shareholders. The transaction provides
for K & F to repay all of its existing indebtedness as well as to repurchase a
portion of its equity capital, resulting in its two major shareholders owning
100 percent of the company. Funding for the transaction will be provided by a
new senior credit facility and the issuance of new senior subordinated notes.
The transaction is expected to close in mid-October.
Based on its continued strong financial performance, the
transaction will enable the closely held K & F to provide liquidity to its
shareholders while maintaining a strong financial foundation for the future.
Under the plan, Bernard L. Schwartz, chairman and chief executive officer of K &
F, will increase his ownership of the company to 50 percent from 23 percent.
Certain merchant banking partnerships affiliated with Lehman Brothers Holdings
Inc. will own the remaining 50 percent, approximately maintaining their current
ownership position. K & F's other exiting shareholders, including Loral and
Chase, will sell all of their shares of the company back to K & F for cash.
Under the provisions of the plan, K & F will repurchase $140
million principal amount of its 10-3/8 percent Senior Subordinated Notes due
2004 together with accrued and unpaid interest. The repurchase of the
Subordinated Notes, at a premium and based on a formula more fully described
below, will be effected through a tender offer and consent solicitation
commenced by K & F today.
Financing for the plan will be provided by a new credit
facility, underwritten by Lehman Commercial Paper Inc., consisting of a $272
million term loan facility and a $100 million revolving credit facility. In
addition, K & F intends to issue approximately $185 million of new Senior
Subordinated Notes due 2007, pursuant to a Rule 144A offering. These securities
will not be registered under the Securities Act of 1933 and may not be offered
or sold absent an appropriate exemption from applicable registration
requirements.
Mr. Schwartz stated: "The benefits produced by this
transaction for all involved parties include maintaining the continuity of K &
F's successful management team, providing for the future financial security of
the company and allowing K & F to maintain its leadership position as a major
manufacturer of aircraft wheels, brakes and anti-skid systems for the aviation
industry."
In addition, Mr. Alan Washkowitz, managing director and a
member of the Lehman Brothers Merchant Banking Group, stated: "We are delighted
to maintain our ownership in K & F. We believe the company is well-positioned
for future growth and continued strong profitability under management's strong
leadership."
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Debt Tender Offer
Under the terms of the transaction, K & F is offering to
repurchase the Subordinated Notes through a tender offer and solicitation of
consents. The total consideration to be paid for validly tendered Subordinated
Notes and properly delivered consents will be based upon the yield to September
1, 2000 (the first date on which the Subordinated Notes are redeemable) using a
fixed spread of 150 basis points over the yield on the 6-1/4% U.S. Treasury due
August 31, 2000, which includes a consent payment of $10.00 per $1,000 principal
amount of Subordinated Notes. Using the fixed spread formula, the purchase price
for the Subordinated Notes will be set at 2:00 p.m., New York City time, on
October 8, 1997.
In conjunction with the tender offer, K & F is soliciting
consents to certain proposed amendments to the Indenture governing the
Subordinated Notes, which amendments would eliminate most restrictive covenants
contained in the Indenture. Holders who tender their Subordinated Notes will be
required to consent to the proposed amendments, and holders may not deliver
consents without tendering their Subordinated Notes.
The tender offer expires at 12:00 midnight, New York City
time, on October 10, 1997, unless extended. The consent solicitation expires at
5:00 p.m., New York City time, on September 26, 1997, if on such date K & F has
received duly executed consents from holders representing a majority in
principal amount of the Subordinated Notes, or such later date on which the
Company receives such consents. Holders who tender their Subordinated Notes
after the expiration of the consent solicitation will not be entitled to receive
the consent payment. The tender offer and consent solicitation are subject to
the closing of a new credit facility, the issuance by K & F of new senior
subordinated notes, and certain other customary conditions.
Holders should tender their Subordinated Notes pursuant to
instructions set forth in the Offer to Purchase and Consent Solicitation
Statement, which is being mailed to all holders of Subordinated Notes and sets
forth more fully the terms and conditions of the tender offer and consent
solicitation.
Additional copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from MacKenzie
Partners, Inc., the information agent, at (800) 322-2885.
Lehman Brothers Inc. is the dealer manager for the tender
offer. All inquiries regarding the terms of the tender offer and consent
solicitation should be made to David B. Parsons of Lehman Brothers at (800)
438-3242 or (212) 528-7581.
This release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.
The Company
K & F Industries, Inc., is one of the world's leading
manufacturers of aircraft wheels, brakes and anti-skid systems for commercial,
general aviation and military aircraft,
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supplying approximately 22% of the worldwide market for these products. K & F is
also the leading worldwide manufacturer of aircraft fuel tanks as well as a
producer of aircraft iceguards, inflatable oil booms and other products made
from coated fabrics for commercial and military applications.
CONTACT: K & F Industries, Inc.
Kenneth M. Schwartz, 212/297-0900
or
Loral Space & Communications Ltd.
Jeannette H. Clonan, 212/697-1105
