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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 September 22, 1998 the last sale
price of the Common Stock of the Company on the Nasdaq National Market was
$18.375 per share. The Common Stock of the Company is traded under the symbol
"KELL."
Selling Securityholder: AON Pension Plan
c/o AON Advisor's, Inc.
123 N. Wacker Drive, 29th Fl.
Chicago, IL 60606
Securities Being Sold: $1,000,000 aggregate principal amount
of 5 3/4% Convertible Subordinated Notes
due 2002
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As of August 31, 1998, and prior to giving effect to the sale of the Notes
being offered by the Selling Securityholder hereby, the Selling Securityholder
beneficially owned $1,000,000 aggregate principal amount of Notes,
(Representing 1.9% of the Notes 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 Notes
beneficially owned by the Selling Securityholder are convertible.
The Selling Securityholder information set forth above replaces and
supersedes information set forth for a prior Selling Securityholder
which was previously filed.
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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 September 23, 1998.
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