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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AUGUST 19, 1998
(DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED))
GULFSTREAM AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-8461 13-3554834
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
P.O. BOX 2206
500 GULFSTREAM ROAD
SAVANNAH, GEORGIA 31402-2206
(Address of principal executive
offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (912) 965-3000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 19, 1998, pursuant to an Agreement of Purchase and Sale (the
"Purchase Agreement"), dated as of July 23, 1998, by and between Gulfstream
Aerospace Corporation, a Delaware corporation ("Gulfstream") and
Kimberly-Clark Corporation, a Delaware corporation ("Kimberly-Clark"),
Gulfstream, through Gulfstream Delaware Corporation, a Delaware corporation
and wholly-owned subsidiary of Gulfstream ("Gulfstream Delaware"),
completed the acquisition of all of the issued and outstanding capital
stock of K-C Aviation Inc., a Delaware Corporation ("KCA"), from
Kimberly-Clark for an aggregate purchase price of $250,000,000 in cash. At
its three facilities in Dallas, Texas; Appleton, Wisconsin; and Westfield,
Massachusetts, KCA provides a range of services for corporate jet aircraft
including completions, refurbishment and maintenance. Gulfstream intends to
use KCA property to continue providing such services.
The purchase price was determined by arm's length negotiations between
Gulfstream and Kimberly-Clark and the cash used for the acquisition of KCA
was obtained primarily from Gulfstream's existing cash balances and, due to
the timing of the closing of the transaction, also from the revolving
credit facility under the Credit Agreement (the "Credit Agreement"), dated
as of October 16, 1996, among Gulfstream Delaware, the several lenders from
time to time parties thereto and The Chase Manhattan Bank, a New York
banking corporation, as administrative agent (a copy of the Credit
Agreement has been previously filed as Exhibit 10.1 to Gulfstream's
Quarterly Report on Form 10-Q dated November 15, 1996.) The purchase price
is subject to adjustment based on KCA's closing book value determined as of
August 19, 1998.
The Purchase Agreement has been previously filed as Exhibit 2.1 to
Gulfstream's Quarterly Report on Form 10-Q dated July 24, 1998, and is
hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) EXHIBITS.
99.1 Text of Press Release, dated August 19, 1998, issued by
Gulfstream.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: August 26, 1998.
GULFSTREAM AEROSPACE CORPORATION
By: /s/ Chris A. Davis
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Name: Chris A. Davis
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Text of Press Release, dated August 19,
1998, issued by Gulfstream.