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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A2
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 15, 1997
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KELLSTROM INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23764 13-3753725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14000 N.W. 4th Street, Sunrise, Florida 33325
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 845-0427
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Not Applicable
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(Former name or former address, if changed since last report)
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This Form 8-K/A2 amends the Form 8-K filed with the Securities and Exchange
Commission (the "Commission") on January 24, 1997, as previously amended by Form
8-K/A, filed with the Commission on March 7, 1997 relating to the acquisition by
Kellstrom Industries, Inc. (the "Company") of substantially all of the assets
and certain liabilities of International Aircraft Support, L.P. ("IASI"). This
Form 8-K/A2 contains the information referred to in Item 7 of the Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Combined Financial Statements of IASI as of December 31, 1996 and
1995 and for the two years ended December 31, 1996 and 1995 described
below are incorporated herein by reference from the Company's Form
10-KSB, filed with the Commission on March 31, 1997.
Report of Independent Auditors
Combined Balance Sheet as of December 31, 1996
Combined Statement of Income and Equity for the year ended December 31, 1996
Combined Statement of Cash Flows for the year ended December 31, 1996
Notes to Combined Financial Statements
Report of Independent Auditors
Combined Balance Sheet as of December 31, 1995
Combined Statement of Income and Equity for the year ended December 31, 1995
Combined Statement of Cash Flows for the year ended December 31, 1995
Notes to Combined Financial Statements
b. PRO FORMA FINANCIAL INFORMATION.
The Pro Forma Combined Financial Statements as of December
31, 1996 and for the year ended December 31, 1996 described below
are incorporated herein by reference from Note 15(c) to the
Company's Financial Statements, included as part of the Company's
Form 10-KSB, filed on March 31, 1997.
Pro Forma Combined Balanced Sheet as of December 31, 1996
Notes to Pro Forma Combined Balanced Sheet
Pro Forma Combined Statement of Earnings for the year ended December 31, 1996
Notes to Pro Forma Combined Statement of Earnings
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c. EXHIBITS.
2. The Acquisition Agreement by and between the Company, Kellstrom
Subsidiary, IASI and the Principal.(1)
4.1 Rights Agreement, dated as of January 14, 1997, by and between
Kellstrom Industries, Inc. and Continental Stock Transfer and
Trust Company as Rights Agent, which includes the form of
Certificate of Designations setting forth the terms of the Series
A Junior Participating Cumulative Preferred Stock, par value
$0.01 per share, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Rights to Purchase Preferred Shares
as Exhibit C (incorporated by reference from the Company's Form
8-A as filed with the Securities and Exchange Commission on
January 17, 1997).(1)
4.2 Amendment No. 1 to the Rights Agreement, by and between Kellstrom
Industries, Inc. and Continental Stock Transfer and Trust
Company, dated March 4, 1997.(2)
99.1 Press Release issued by the Company dated
January 15, 1997.(1)
99.2 Press Release issued by the Company dated January 16, 1997,
regarding the Company's distribution of preferred stock purchase
rights.(1)
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(1) Previously filed as part of Form 8-K, filed on January 24, 1997.
(2) Previously filed as part of Form 8-K/A, filed on March 7, 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 thereunto duly authorized.
KELLSTROM INDUSTRIES, INC.
Date: March 31, 1997 By Zivi R. Nedivi
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Zivi R. Nedivi
President and Chief Executive
Officer
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EXHIBIT INDEX
No. Description
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2. The Acquisition Agreement by and between
the Company, Kellstrom Subsidiary, IASI
and the Principal.(1)
4.1 Rights Agreement, dated as of January 14,
1997, by and between Kellstrom Industries,
Inc. and Continental Stock Transfer and
Trust Company as Rights Agent, which
includes the form of Certificate of
Designations setting forth the terms of the
Series A Junior Participating Cumulative
Preferred Stock, par value $0.01 per share,
as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C
(incorporated by reference from the
Company's Form 8-A as filed with the
Securities and Exchange Commission on
January 17, 1997)(1)
4.2 Amendment No. 1 to the Rights Agreement,
by and between Kellstrom Industries, Inc.
and Continental Stock Transfer and Trust
Company, dated March 4, 1997.(2)
99.1 Press Release issued by the Company
dated January 15, 1997.(1)
99.2 Press Release issued by the Company
dated January 16, 1997, regarding the
Company's distribution of preferred stock
purchase rights.(1)
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(1) Previously filed as part of Form 8-K, filed on January 24, 1997.
(2) Previously filed as part of Form 8-K/A, filed on March 7, 1997.
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