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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 14, 1996
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BE AEROSPACE, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-18348 06-1209796
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) I.D. Number)
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1400 Corporate Center Way, Wellington, Florida 33414
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(Address of Principal Executive Offices) (Zip Code)
(561) 791-5000
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(Registrant's Telephone Number including area code)
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Item 5. Other Events.
(a) Pursuant to an acquisition agreement dated December 14, 1995 among
BE Aerospace, Inc. (the "Company"), Burns Aerospace Corporation ("Burns"),
Eagle Industries, Inc. ("Eagle") and certain affiliates of Eagle, the Company
acquired all of the outstanding capital stock of Burns, a subsidiary of Eagle
(the "Acquisition"). The purchase price for the Acquisition was $42.5 million
in cash, subject to certain post-closing adjustments. Information regarding the
Acquisition has been previously reported by the Company pursuant to a
registration statement on Form S-4, as amended (No. 333-00433), filed with the
Commission on January 25, 1996 regarding an exchange offering for $100,000,000
aggregate principal amount of the Company's 9 7/8% Senior Subordinated Notes
due 2006 (the "Registration Statement").
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired. The following audited
financial statements of Burns are included in the Registration Statement and
are incorporated by reference herein:
Balance Sheets as of September 30, 1995 and September 30, 1994 (unaudited)
Statements of Income for the Nine Months Ended September 30, 1995 and
September 30, 1994 (unaudited)
Statements of Cash Flows for the Nine Months Ended September 30, 1995 and
September 30, 1994 (unaudited)
Notes to Financial Statement for the Nine Months Ended September 30, 1995
and September 30, 1994 (unaudited)
Balance Sheets as of December 31, 1994 and December 31, 1993
Statement of Income for the years ended December 31, 1994, December 31,
1993 and December 31, 1992
Statements of Stockholders' Equity for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992
Statements of Cash Flows for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992
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Notes to Financial Statements for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992
(b) Pro forma financial information. The following pro forma financial
statements relating to the Acquisition are included in the Registration
Statement and are incorporated by reference herein:
Pro Forma Combined Balance Sheet at November 25, 1995 for the Company and
September 30, 1995 for Burns (unaudited)
Notes to Pro Forma Combined Balance Sheet at November 25, 1995 for the
Company and September 30, 1995 for Burns (unaudited)
Pro Forma Combined Statement of Operations for the year ended February 25,
1995 (unaudited)
Notes to Pro Forma Combined Statement of Operations for the year ended
February 25, 1995 (unaudited)
Pro Forma Combined Statement of Operations for the Nine Months Ended
November 25, 1995 (unaudited)
Notes to Pro Forma Combined Statement of Operations for the Nine Months
Ended November 25, 1995 (unaudited)
(c) Exhibits. The following is a list of exhibits filed as part of this
Current Report:
Exhibit 1 Acquisition Agreement dated December 14, 1995 among the
Company, Eagle Industries, Inc., Eagle Industrial Products
Corporation and Great American Management and
Investment, Inc.(1)
Exhibit 23 Consent of Arthur Andersen LLP
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(1) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 14, 1995, filed with the Commission on December 28, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
BE AEROSPACE, INC.
By: /s/ Thomas P. McCaffrey
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Thomas P. McCaffrey
Title: Vice President, Chief Financial
Officer and Assistant Secretary
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ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report incorporated by reference and to all references to our Firm included in
or made a part of this Form 8-K. It should be noted that we have not audited
any financial statements of Burns Aerospace Corporation subsequent to December
31, 1994 or performed any audit procedures subsequent to the date of our
report.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 14, 1996
