SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Kellstrom Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
488035106
(CUSIP Number)
March 19, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
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CUSIP No. 488035106
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
665,096 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 7.8% (2)
12. Type of Reporting Person: PN
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(1) Includes 665,096 shares of stock obtainable upon conversion of the
Issuer's 5.75% Convertible Subordinated Notes due 2002 (the "Bonds") as
follows: 47,164 shares obtainable upon conversion by HBK Securities
Ltd. of $1,297,000 principal amount of the Bonds held by HBK Securities
Ltd.; (ii) 257,711 shares obtainable upon conversion by HBK Finance L.P.
of $7,087,000 principal amount of Bonds held by HBK Finance L.P.; and
(iii) 360,221 shares obtainable upon conversion by HBK Offshore Fund
Ltd. of $9,906,000 principle amount of 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 8,543,870.
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CUSIP No. 488035106
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: -0-
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: -0-
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
257,711 (1)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.2% (2)
12. Type of Reporting Person: BD
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(1) Includes 257,711 shares of stock obtainable upon conversion of
$7,087,000 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 8,136,485.<PAGE>
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Item 1(a). Name of Issuer.
The name of the issuer is Kellstrom Industries, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 14000 N.W.
4th St., Sunrise, Florida 33325.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments
L.P., a Delaware limited partnership ("Investments"), and HBK Finance L.P.,
a Delaware limited partnership ("Finance") (collectively, the "Reporting
Persons"). The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of
Section 13(d)(3) of the Act, although neither the fact of this filing nor
anything contained herein shall be deemed an admission by the Reporting
Persons that a group exists. Additionally, information is included herein
with respect to the following persons (collectively, the "Controlling
Persons"): HBK Partners II L.P., a Delaware limited partnership ("Partners
II"), HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital
L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a
Delaware limited partnership ("Partners I"), HBK Management L.L.C., a
Delaware limited liability company ("Management") and each of the following
individuals who may control Management (collectively, the "Managers"): Harlan
B. Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, and
Richard L. Booth, Jr. The Reporting Persons and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of the Item 2 Persons is 777 Main
Street, Suite 2750, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the
United States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G statement relates to the common stock, par value
$0.001, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the shares is 488035106.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this
box /X/.
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with HBK Offshore Fund
Ltd. ("Offshore"), Investments may, pursuant to Rule 13d-3(d)(1)(i), be
deemed to be the beneficial owner of 360,221 shares of Stock obtainable upon
conversion of $9,906,000 principal amount of the Bonds held by Offshore,
which constitutes approximately 4.2% of the 8,543,870 shares of the Stock
deemed to be outstanding thereunder. Also, pursuant to an Investment
Management Agreement with HBK Securities Ltd. ("Securities"), Investments
may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of
an additional 47,164 shares of Stock obtainable upon conversion of $1,297,000
principal amount of the Bonds held by Securities, which constitutes
approximately 0.6% of the 8,543,870 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 257,711 shares of the Stock obtainable
upon conversion of $7,087,000 principal amount of the Bonds held by Finance,
which constitutes approximately 3.0% of the 8,543,870 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 257,711 shares of Stock obtainable upon conversion of
$7,087,000 principal amount of the Bonds held by Finance, which constitutes
approximately 3.2% of the 8,136,485 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 665,096 shares of the
Stock, which constitutes approximately 7.8% of the 8,543,870 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 257,711 shares of the Stock, which constitutes
approximately 3.2% of the 8,136,485 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 665,096 shares of the Stock, which constitutes approximately
7.8% of the 8,543,870 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.
(c)
None of the Item 2 Persons has any power to vote or to direct the vote
or to dispose or to direct the disposition of any shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The identity
of each of the Item 2 Persons is set forth in Item 2(a) hereof. The
agreement required by Rule 13d-1(k)(1)(iii) is attached hereto as Exhibit
99.1.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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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: March 19, 1998
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.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
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Exhibit 99.1
Pursuant to Rule 13d-1(k)(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.
