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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
May 7, 1997
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Date of Report (date of earliest event reported)
EVERGREEN INTERNATIONAL
AVIATION, INC.
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(Exact name of registrant as specified in its charter)
Oregon 33-56532 93-0729079
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Evergreen International Aviation, Inc.
3850 Three Mile Lane
McMinnville, OR 97128
(503) 472-9361
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(Address including zip code and telephone number, including
area code, of registrant's principal executive offices)
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ITEM 5. OTHER EVENTS
COMPLETION OF TENDER OFFER AND CONSENT SOLICITATION.
As announced by Evergreen International Aviation, Inc. (the "Company")
in its press release on May 7, 1997, attached hereto as Exhibit 99.1 and
incorporated by reference herein, the Company has completed its tender offer
and consent solicitation with respect to its outstanding 131/2 percent Senior
Notes due 2001 (the "Notes").
FINANCING.
As announced by the Company in its press release on May 7, 1997, attached
hereto as Exhibit 99.2 and incorporated by reference herein, the Company has
completed a $400 million financing with a group of financial institutions led
by The Chase Manhattan Corporation.
DISMISSAL OF LITIGATION.
On May 7, 1997, the suit filed against the Company by Cargill Financial
Services Corporation ("Cargill") and Marine Midland Bank, N.A., as trustee
for the Note holders, seeking payment of principal and accrued and unpaid
interest on the Notes, together with default interest thereon was dismissed.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
99.1 Press release dated May 7, 1997 regarding tender offer.
99.2 Press release dated May 7, 1997 regarding financing.
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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.
EVERGREEN INTERNATIONAL AVIATION, INC.
/s/ D. Michael Clark
Date: May 14, 1997 -------------------------------------
(Signature)
D. Michael Clark
Vice President and Chief Financial Officer
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INDEX OF EXHIBITS
The following exhibits are filed as part of this Current Report on Form 8-K.
EXHIBIT DESCRIPTION
99.1 Press release dated May 7, 1997 regarding tender offer.
99.2 Press release dated May 7, 1997 regarding financing.
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EXHIBIT 99.1
Contact: Sitrick and Company
Sandra Sternberg
310-788-2850
FOR IMMEDIATE RELEASE
EVERGREEN INTERNATIONAL AVIATION
COMPLETES TENDER OFFER AND CONSENT SOLICITATION
MCMINNVILLE, ORE - MAY 7, 1997 - Evergreen International Aviation, Inc.
announced today that it has successfully completed its tender offer and
consent solicitation with respect to its outstanding 13 1/2% Senior Notes due
2002. The tender offer was extended until 11:40 a.m., New York City time, on
May 7, 1997, and the tender offer expired at that time. The tender offer
commenced on March 13, 1997 and was previously scheduled to expire at 10:00
a.m., New York City time, on May 7, 1997.
The Company has been informed by Firstar Bank of Minnesota, N.A., the
depository in connection with the tender offer, that, as of expiration,
$118,850,000 in principal amount of Notes had been validly tendered,
representing more than 95% of the outstanding Notes. All Notes tendered
pursuant to the tender offer have been accepted for purchase by the Company.
Noteholders may obtain information relating to the tender offer by
contacting either Donaldson, Lufkin & Jenrette Securities Corporation, the
financial advisor of the Company, at (800) 227-4492, or Georgeson & Company
Inc., the information agent in connection with the tender offer, at (800)
223-2064.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Wednesday, May 7, 1997
MCMINNVILLE, OREGON, May 7 -- Evergreen International Aviation, Inc.
today said that it has completed a $400 million financing with a group of
financial institutions led by The Chase Manhattan Corporation, which acted as
advisor, arranger and administrative agent for Evergreen.
The financing consists of a total of $370 million in term loans and a
$30 million revolving credit facility, and replaces the company's existing
secured debt plus a senior note issue with a face value of $125 million.
"This new financing marks a watershed for our company," said Del Smith,
chairman of the board of Evergreen. "Our lenders have demonstrated
first-rate support of our business plan and, with our financial resources
firmly in place, we can focus all of our attention to the business of growing
Evergreen's industry-leading capabilities and market penetration."
Based in McMinnville, Oregon, Evergreen is a privately-held global
aviation services company, active in air cargo transportation for major
airlines and freight forwarders; aircraft maintenance and repair services;
airport logistics and ground handling operations, and helicopter and
fixed-wing aircraft transportation.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Peter Smith, Executive Vice President
or
Michael Clark, Chief Financial Officer
Evergreen International Aviation, Inc.
(503) 472-9361
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