SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Kellstrom Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
488035106
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
700,007 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 8.2%(2)
14. Type of Reporting Person: PN
- ----------------------------
(1) Includes 700,007 shares obtainable upon conversion of the Issuer's
5.75% Convertible Subordinated Notes due 2002 (the "Bonds") as
follows: (i)58,182 shares obtainable upon conversion by HBK
Securities Ltd. of $1,600,000 principal amount of the Bonds held by
HBK Securities Ltd., (ii) 271,603 shares obtainable upon conversion
by HBK Finance L.P. of $7,469,000 principal amount of the Bonds held
by HBK Finance L.P.; and (iii) 370,222 shares obtainable upon
conversion by HBK Offshore Fund Ltd. of $10,181,000 principal amount
of the Bonds held by HBK Offshore Fund Ltd. Pursuant to an
Investment Management Agreement, upon conversion by HBK Securities
Ltd. and HBK Offshore Fund Ltd. of the Bonds held by each such
entity, the Reporting Person will have sole voting and dispositive
power over the shares obtainable thereby and neither of HBK
Securities Ltd. nor HBK Offshore Fund Ltd. will have any beneficial
ownership of such shares. Pursuant to an Amended and Restated
Management Agreement, upon conversion by HBK Finance L.P. of the
Bonds held by such entity, the Reporting Person will have shared
voting and dispositive power over the shares obtainable thereby.
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 8,578,781. <PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
271,603(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.3% (2)
14. Type of Reporting Person: BD
- ----------------------------
(1) Represents shares obtainable upon conversion of $7,469,000 principal
amount of the Bonds. Pursuant to an Amended and Restated Management
Agreement, upon conversion, voting and dispositive power over these
shares will be shared with HBK Investments, L.P.
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 8,150,377.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-6 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated November 5,
1997, as amended by Amendment No. 1 dated November 21, 1997 (the "Schedule
13D"), relating to the Common Stock, par value $0.001 per share, of Kellstrom
Industries, Inc. Unless otherwise indicated, all defined terms used herein
shall have the same meaning as those set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by each of the Reporting
Persons to purchase the Bonds reported herein are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1) $ 11,937,045 (2)
Finance Working Capital
and Other (1) $ 7,587,396
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear, Stearns
& Co. Inc., Prime Dealer Services, Inc., and Morgan Stanley International, Ltd.
as margin loans to acquire the Bonds, and the remainder was obtained from
Working Capital.
(2) Represents $10,279,400 expended by HBK Offshore Fund Ltd.
("Offshore") to purchase $10,181,000 principal amount of the Bonds and
$1,657,645 expended by HBK Securities Ltd. ("Securities") to purchase $1,600,000
principal amount of the Bonds, as to which neither of Offshore nor Securities
has any beneficial ownership.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs 5(a) - (c) of Item 5 are hereby amended and restated in
their entirety to read as follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore,
Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial
owner of 370,222 shares of Stock obtainable upon conversion of $10,181,000
principal amount of the Bonds held by Offshore, which constitutes approximately
4.3% of the 8,578,781 shares of the Stock deemed to be outstanding thereunder.
Also, pursuant to an Investment Management Agreement with Securities,
Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial
owner of an additional 58,182 shares of Stock obtainable upon conversion of
$1,600,000 principal amount of the Bonds held by Securities, which constitutes
approximately 0.7% of the 8,578,781 shares of the Stock deemed to be outstanding
thereunder. Finally, pursuant to an Amended and Restated Management Agreement,
Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial
owner of 271,603 shares of the Stock obtainable upon conversion of $7,469,000
principal amount of the Bonds held by Finance, which constitutes approximately
3.2% of the 8,578,781 shares of the Stock deemed to be outstanding thereunder.
Pursuant to Rule 13d-3(d)(1)(i), Finance may be deemed to be the
beneficial owner of 271,603 shares of Stock obtainable upon conversion of
$7,469,000 principal amount of the Bonds held by Finance, which constitutes
approximately 3.3% of the 8,150,377 shares deemed to be outstanding thereunder.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 700,007 shares of the
Stock, which constitutes approximately 8.2% of the 8,578,781 shares of the Stock
deemed to be outstanding.
Each of (1) Fund, as sole general partner of Finance, (2) Capital, as
sole general partner of Fund, and (3) Partners I, as sole general partner of
Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 271,603 shares of the Stock, which constitutes approximately 3.3% of
the 8,150,377 shares of the Stock deemed to be outstanding.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 700,007 shares of the Stock, which constitutes approximately 8.2%
of the 8,578,781 shares of the Stock deemed to be outstanding.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
None of the Item 2 Persons has the power to vote or to direct the vote
or to dispose or to direct the disposition of and shares of the Stock.
(c)
Since the last filing on Schedule 13D, the Reporting Persons have
purchased and sold shares of the Stock in open market transactions on the Nasdaq
National Market as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
REPORTING PERSON DATE OR SOLD (S) SHARE
Investments (1) 11/26/97 700 (P) $ 25.88
Finance 12/03/97 1,400 (P) $ 24.65
Investments (1) 12/03/97 1,600 (P) $ 24.65
Finance 12/04/97 1,000 (P) $ 23.31
Finance 12/04/97 25,600 (P) $ 23.50
Investments (1) 12/04/97 1,000 (P) $ 23.31
Investments (2) 12/04/97 900 (P) $ 23.50
Finance 12/11/97 2,600 (P) $ 21.31
Investments (1) 12/11/97 3,400 (P) $ 21.31
(1) These shares of Stock were purchased or sold by Securities, which has
no beneficial ownership of such shares of Stock pursuant to an Investment
Management Agreement with Investments.
(2) These shares of Stock were purchased or sold by Offshore, which has
no beneficial ownership of such shares of Stock pursuant to an Investment
Management Agreement with Investments.
In addition, since the last filing on Schedule 13D, the Reporting
Persons have purchased (P) or sold (S) Bonds in over-the-counter transactions
on PORTAL, as follows:
FACE AMOUNT PRICE PER $100
REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT
Finance 12/04/97 1,000,000 (S) $ 106.58
Finance 12/09/97 200,000 (P) $ 106.63
Investments (1) 12/09/97 300,000 (P) $ 106.63
Investments (1) 12/11/97 1,750,000 (P) $ 101.27
Investments (1) 12/11/97 500,000 (P) $ 98.63
Investments (1) 12/12/97 300,000 (P) $ 101.88
Finance 12/12/97 200,000 (P) $ 101.88
Finance 12/17/97 400,000 (P) $ 100.00
Investments (2) 12/17/97 600,000 (P) $ 100.00
(1) These Bonds were purchased or sold by Offshore, which has no
beneficial ownership of same pursuant to an Investment Management Agreement with
Investments.
(2) These Bonds were purchased by Securities, which has no beneficial
ownership of same pursuant to an Investment Management Agreement with
Investments.
(d) - (e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety to read as
follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
DATED: December 18, 1997
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
