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 2, 1997
GREENWICH AIR SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22706 58-1758941
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
4590 NW 36th Street, Building 23, Miami, Florida 33122
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (305) 526-7000
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Item 5. Other Events
Pursuant to the terms of the Agreement and Plan of Merger,
dated March 9, 1997 between Greenwich Air Services, Inc. ("Greenwich"), General
Electric Company ("GE") and GB Merger Corp., GE contemplated its acquisition of
Greenwich on September 2, 1997.
Attached and incorporated herein by reference in its entirety as
Exhibit 99.1 is a copy of the press release announcing completion of the
acquisition.
Item 7(c). Exhibits
99.1. Press Release, dated September 2, 1997.
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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 hereunto duly authorized.
GREENWICH AIR SERVICES, INC.
Registrant
Date: September 2, 1997 /s/ Michael A. Bucci
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Michael A. Bucci
Secretary
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Index to Exhibits
Exhibit No. Description
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99.1. Press Release, dated September 2, 1997.
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PR97-071
September 2, 1997 Contact: Rick Kennedy 513.243.5805
FOR APPROVAL ONLY Pat Klaus 513.243.4152
GE COMPLETES ACQUISITION OF GREENWICH AIR SERVICES
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EVENDALE, Ohio -- General Electric Company (GE) completed its acquisition
of Greenwich Air Services, Inc. today. GE acquired Greenwich through a
combination of GE stock and cash, valued at $530 million.
The average GE share price used in computing the exchange ratio is
$64.6938. As a result, for each share of Greenwich common stock held immediately
prior to the merger, Greenwich shareholders will receive 0.4792 shares of GE
common stock.
Based on the number of Greenwich shares electing to receive cash, GE
anticipates that there will be a proration of the cash consideration paid for
such shares. GE will announce the proration precentage as soon as it is able to
determine it with a reasonable degree of clarity.
Under the terms of the agrement, GE also obtains the rights to complete the
acquisition of UNC Incorporated, also an aircraft engine and aviation equipment
services company, which announced in February plans to merge with Greenwich. The
U.S. Department of Justice Antitrust Division has already cleared Greenwich's
acquisition of UNC; however, the transaction is subject to approval by UNC
shareholders. That vote is expected later this month.
"This merger enhances our ability to provide the highest-quality, most
cost-effective service products to all global airline customers," siad Bill
Vareschi, president and CEO of GE Engine Services, Inc. "The aviation services
market demands that we use this additional capacity and capability in the most
efficient manner possible, and earn our customers' business every day."
(more)
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GE Engine Services, Inc., a wholly owned subsidiary of General Electric
Company and a division of GE Aircraft Engines based in Cincinnati, Ohio,
provides overhaul and repair of aircraft engines, components, and accessories,
with facilities in the United States, Wales, Brazil, and Singapore. With
approximately 6,200 employess worldwide, GE Engine Services in 1996 had revenues
of approximately $2.3 billion. With the acquisition of Greenwich, based in
Miami, Florida, GE engine Services assumes ownership of nine additional
facilities, principally in the United States and Scotland. Greenwich services
primarily large commercial aircraft engines, as well as marine and industrial
aeroderivative engines produced by the world's leading manufacturers.
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