SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
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 24, 1997
AEARO CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 0-26942 13-3840450
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
One Washington Mall, Eighth Floor, Boston, Massachusetts 02108-2610
(Address of principal executive offices) (Zip Code)
(617) 371-4200
(Registrant's telephone number, including area code)
Item 5. Other Events.
A. Resignation of Officer. On January 24, 1997, Aearo
Corporation issued a press release regarding the resignation of one of
its officers. The text of the press release is as follows:
"John D. Curtin, Jr., Chairman and Chief Executive Officer of
Aearo Company, today made the following announcement:
Albert F. ("Duff") Young, Jr. has resigned as President, Chief
Operating Officer, and Director of Aearo Company effective immediately.
I will assume his duties and Daniel P. O'Connor, Vice President of
Sales, James D. Hall, Vice President of Product Management, Mark H.
Hague, Vice President of Operations, and Michael A. Alberts, Corporate
Director of Safety and Quality Assurance will now report directly to me.
We all wish Duff the very best in his next endeavors.
We are very grateful for Duff's many contributions to the growth
and development of Aearo, particularly for his creative role in
improving our sales and distributor programs.
Aearo is well positioned for continuing growth in sales and we are
developing the manufacturing and distribution capabilities required to
support that growth. We are committing major resources to that end and
are dedicated to achieving significant improvements in our operations
performance.'"
B. Preliminary First Quarter Results. On January 28, 1997, Aearo
Corporation issued a press release regarding preliminary first quarter
results. The text of the press release is as follows:
"Aearo Corporation, of Boston, today announced preliminary unaudited
financial results for the quarter ended December 31, 1996.
John D. Curtin, Jr., Aearo's Chairman and Chief Executive Officer,
stated:
As we indicated in our Form 10-K released last month, our sales and
profitability have been hampered by the conversion to a new software
system. The conversion effort has unfortunately continued to result in
inaccurate production planning, periodic backorders and missed shipments
resulting in higher plant and freight costs. These problems are having a
continued negative effect which was reflected in the Company's results
for the first fiscal quarter of 1997 ended December 31, 1996.'
The Company will report results for the December quarter during the
second week of February. On a preliminary basis, Management expects
Sales of approximately $66.5 Million (including the acquisitions
completed in calendar year 1996 of Peltor A.B. and Eastern Safety),
Operating Profit of approximately $4.0 Million and Depreciation and
Amortization of $4.5 Million. In the three months ended December 31,
1995, the Company had Sales of $54.5 Million, Operating Profit of $6.0
and Depreciation and Amortization of $3.0 Million. Last year's first
quarter financial statements did not include the results of Peltor A.B.
and Eastern Safety.
While there can be no certainty when these operational difficulties will
be overcome, Management believes that improvements will be realized
during the Company's second and third fiscal quarters ending March 31,
1997 and June 30, 1997, respectively.
Aearo is currently in compliance with all covenant provisions in its
existing credit agreement and believes its current capital structure
provides it with sufficient flexibility and liquidity to meet the
Company's working capital and debt service requirements.
Aearo Corporation is one of the world's leading manufacturers and
marketers of a broad range of personal protection products and
energy-absorbing polymers. The Company's personal protection products,
which are marketed worldwide primarily through industrial safety
distributors, are used by industry, government, the military, and healthcare
providers. In addition, its AOSafety and Eastern consumer products can
be found in retail outlets such as home centers, hardware, drug and
sporting good stores.
Statements made in this press release include forward-looking statements
made pursuant to the safe harbor provisions of the Securities Litigation
Reform Act of 1995. Such statements involve certain risks and
uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. Among other things,
expectations for the second and third quarters are based on assumptions
which management believes to be reasonable at this time including
assumptions concerning the volume and product mix of sales. In
addition, there can be no assurances when the initiatives to relieve the
operational difficulties will be successful. Information on other
significant potential risks and uncertainties not discussed herein may
be found in the Company's filings with the Securities and Exchange
Commission including its Form 10-K for the year ended September 30,
1996."
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.
Date: February 5, 1997 AEARO CORPORATION
/s/ Mark V.B. Tremallo
Mark V.B. Tremallo
Vice President, General Counsel and
Secretary
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