SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Date of Report (Date of Earliest Event Reported): April 3, 1998
BE AEROSPACE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-18348
(State or other jurisdiction (Commission File Number)
of incorporation)
06-1209796
I.R.S. Employer Identifiacation No.
1400 Corporate Center Way, Wellington, Florida 33414
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 791-5000
This is page 1 of 8 pages.
Exhibit Index appears on page 5.
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Item 5. Other Events
A copy of the press release announcing this information is attached to this
report as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1. Press release issued by BE Aerospace, Inc. on March 31, 1998.
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SIGNATURE
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 hereunto duly authorized.
BE AEROSPACE, INC.
By: /s/ Thomas P. McCaffrey
Name: Thomas P. McCaffrey
Title: Corporate Senior
Vice President
Administration
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
99.1 Press release issued by BE Aerospace, Inc. on
March 31, 1998.
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Jay Jacobson
FOR IMMEDIATE RELEASE Financial Relations
(914) 722-2737
B/E AEROSPACE TO ACQUIRE PURITAN-BENNETT AERO SYSTEMS,
THE LEADING WORLDWIDE MANUFACTURER OF
AIRCRAFT OXYGEN SYSTEMS AND PASSENGER SERVICE COMPONENTS
WELLINGTON, FL., March 31, 1998 -- B/E Aerospace, Inc. (Nasdaq-NMS:
BEAV) announced today that it has signed an agreement to acquire
Puritan-Bennett Aero Systems Co. (PBASCO), a wholly owned subsidiary of
Nellcor Puritan Bennett Inc. The purchase price is expected to be
approximately $69.7 million, all in cash. Completion of the acquisition is
subject to several conditions including the expiration of the waiting period
under the Hart-Scott-Rodino Act. PBASCO, which is headquartered in Lenexa,
Kansas, is the leading manufacturer of commercial aircraft oxygen delivery
systems and passenger service unit components and systems (PSU) and is a
major supplier of air valves, overhead lights and switches for both
commercial and general aviation aircraft. The purchase price of $69.7 million
represents a 7.7 multiple of PBASCO's approximate expected current-year
EBITDA (earnings before interest, taxes, depreciation and amortization). B/E
Chairman Amin J. Khoury stated, "This acquisition brings into the B/E family
another industry leader in specific niches of the commercial aircraft cabin
interior. PBASCO has been a pioneer in the development and manufacture of
oxygen equipment for use on both commercial and general aviation aircraft.
Their broad product array, which includes chemically generated and gaseous
oxygen systems, crew masks and protective breathing devices, makes them the
only supplier that manufactures and markets a complete line of oxygen
equipment to meet all of the oxygen needs of both commercial and general
aviation aircraft."
(more)
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"In addition, PBASCO designs, manufactures and markets a complete line
of passenger service units for both commercial and general aviation aircraft
under the widely recognized trademark 'WEMAC.' PSUs include adjustable air
valves, lighting, attendant call lights, switches, speakers and oxygen
deployment systems typically located above each passenger's seat. B/E, which
has been a leader in the manufacture of passenger service systems, now
becomes the only industry supplier with the ability to fully integrate its
overhead passenger service units with either chemical or gaseous oxygen
equipment." PBASCO oxygen and PSU equipment is approved for use not only on
all Airbus and Boeing aircraft, but also may be found on essentially all
general aviation aircraft as well. A portion of the purchase price is
expected to be allocated to in-process research and development costs and
expensed at the date of acquisition in accordance with generally accepted
accounting principles. B/E Aerospace, Inc. designs, manufactures, sells and
services a broad line of commercial aircraft cabin interior products,
including seating products, passenger entertainment and service systems, and
a complete line of food and beverage preparation and storage equipment. B/E
Aerospace is the world's leading supplier of cabin interior products and
services, serving virtually all the world's airlines.
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This press release contains forward-looking statements that involve
risks and uncertainties that may cause the Company's actual experience to
differ materially from that anticipated. Factors that might cause such a
difference include, but are not limited to, those discussed in the Company's
filings with the Securities and Exchange Commission, including its most
recent Form 10-Q, proxy statement and Form 10-K, and in "Risk Factors" in its
Form S-4 filed on March 9, 1998 relating to the Company's recent Senior
Subordinated Notes offering, as well as future events that may have the
effect of reducing the Company's available cash balances, such as unexpected
operating losses or delays in the integration of the Company's seating
business or the delivery of the MDDS interactive video system or capital
expenditures or cash expenditures related to possible future acquisitions.
