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PROSPECTUS SUPPLEMENT
(To Prospectus dated March 19, 1998)
KELLSTROM INDUSTRIES, INC.
$54,000,000 Principal Amount of 5 3/4% Convertible
Subordinated Notes due 2002
2,996,811 Shares of Common Stock
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This document supplements the Prospectus dated March 19, 1998 (the
"Prospectus") relating to (i) $54,000,000 aggregate principal amount of 5 3/4%
Convertible Subordinated Notes due 2002 (the "Notes") of Kellstrom Industries,
Inc., a Delaware corporation (the "Company"), (ii) 1,963,636 shares of common
stock, par value $.001 per share, (the "Common Stock"), of the Company which
are initially issuable upon conversion of the Notes plus such additional
indeterminate number of shares of Common Stock as may become issuable upon
conversion of the Notes as a result of adjustments to the conversion price (the
"Note Shares"), (iii) 758,785 shares of Common Stock which are initially
issuable upon the exercise of warrants, including warrants held by certain
affiliates of the Company (the "Warrants"), having exercise prices ranging from
$5.00 to $22.00 previously issued by the Company expiring between April 15, 2000
and January 15, 2004, plus such additional indeterminate number of shares of
Common Stock as may become issuable upon exercise of the Warrants as a result of
anti-dilution provisions (the "Warrant Shares") and (iv) 274,390 additional
shares of Common Stock owned by a certain stockholder (the "Additional Shares",
and together with the Note Shares and the Warrant Shares, the "Shares"). The
Notes and the Shares are being offered for the account of the holders thereof
(the "Selling Securityholders"). The Notes were initially acquired from the
Company by BT Alex. Brown Incorporated in October and November 1997 in
connection with a private offering. This Prospectus Supplement is incorporated
by reference into the Prospectus, and all terms used herein shall have the
meaning assigned to them in the Prospectus. On August 4, 1998 the last sale
price of the Common Stock of the Company on the Nasdaq National Market was
$26.875 per share. The Common Stock of the Company is traded under the symbol
"KELL."
Selling Securityholder: Peters 1990 Trust
433 North Camden Drive,
Suite 500
Beverly Hills, CA 90210
Securities Being Sold: 43,125 shares of Common Stock
which are issuable upon the
exercise of certain warrants
which were acquired by
Peters 1990 Trust from
Bedford Falls Investors, L.P.
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As of July 16, 1998, and prior to giving effect to the sale of the
Warrant Shares being offered by the Selling Securityholder hereby, the Selling
Securityholder beneficially owned warrants to purchase 43,125 shares of Common
Stock, (Representing less than 1% of the shares of Common Stock outstanding as
of such date). As of such date, the Selling Securityholder did not beneficially
own any shares of Common Stock of the Company, other than the shares of Common
Stock into which the Warrants owned by the Selling Securityholder are
convertible.
The Selling Securityholder information set forth above replaces and
supersedes the following information which was previously filed:
43,125 of the warrants to purchase
290,740 shares of Common Stock registered
for resale by Bedford Falls Investors, L.P.
pursuant to the Prospectus dated March 19, 1998.
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SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THE ACCOMPANYING PROSPECTUS FOR A
DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is August 5, 1998.
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