UNITED STATES
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): July 8, 1997
AAR CORP.
(Exact name of registrant as specified in its charter)
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Delaware 1-6263 36-2334820
(State or other (Commission file (I.R.S. employer
jurisdiction of number) identification no.)
incorporation or
organization)
1100 North Wood Dale Road
Wood Dale, Illinois 60191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (847) 227-2000
Not Applicable
(Former name or former address, if changed since last year)
Exhibit Index is located on page 6.
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Item 5. Other Events.
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On July 8, 1997, the Board of Directors of AAR CORP. (the
"Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, $1.00 par value (the "Common
Stock"), of the Company to the stockholders of record on August 6,
1997 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of $125
per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and The First
National Bank of Chicago, as Rights Agent (the "Rights Agent"). The
Rights replace the common stock purchase rights which were initially
distributed to the Company's stockholders in 1987 and which expired by
their own terms on August 6, 1997.
Until the earlier to occur of (i) the tenth business day after a
public announcement that a person or group of affiliated or associated
persons acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock of
the Company (such person or group being called an "Acquiring Person"
and such date of first public announcement being called the "Stock
Acquisition Date"), or (ii) the tenth business day after the
commencement or announcement of an intention to make a tender offer or
exchange offer which would result in any person or group of affiliated
or associated persons becoming an Acquiring Person (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Company's Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
the Record Date upon transfer or new issuance of the Company's Common
Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of the
Company's Common Stock certificates outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of
the Company's Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on August 6, 2007, unless earlier redeemed by the
Company as described below.
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The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of the Common Stock, (ii) upon the grant to
holders of Common Stock of certain rights, options or warrants to
subscribe for shares of Common Stock or convertible securities at less
than the current market price of the Common Stock or (iii) upon the
distribution to holders of Common Stock of evidences of indebtedness
or assets (excluding (a) a regular periodic cash dividend or (b) a
dividend payable in Common Stock) or of subscription rights, options
or warrants (other than those referred to above).
In the event that a person becomes the beneficial owner of 15% or
more of the outstanding shares of Common Stock (i.e., becomes an
Acquiring Person), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will be void), will
have the right to receive upon exercise thereof, that number of shares
of Common Stock having a market value of two times the exercise price
of the Right (such right being called the "Flip-In" right).
In the event that, on or after the Stock Acquisition Date, the
Company were acquired in a merger or other business combination, or
50% or more of its assets or earning power were sold, proper provision
shall be made so that each holder of a Right shall thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have
a market value of two times the exercise price of the Right. In the
event that the Company were the surviving corporation in a merger
involving the Acquiring Person and the Common Stock were not changed
or exchanged, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person
(which will be void), will thereafter have the right to receive upon
exercise that number of shares of the Common Stock having a market
value of two times the exercise price of the Right (such right being
called the "Flip-Over" right). The holder of a right will no longer
have a Flip-Over right if, and to the extent that, he has exercised
his Flip-In right.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractional shares will be issued
and, in lieu thereof, a cash payment will be made based on the market
price of the Common Stock on the last trading date prior to the date
of exercise.
At any time prior to the tenth day after the time that there is
an Acquiring Person, the Company may, at its option, redeem the Rights
in whole but not in part, at a price of $0.01 per Right (the
"Redemption Price"). Immediately upon the authorization of the
redemption of the Rights by the Board of Directors of the Company, the
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Rights will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Board of Directors of the Company may amend the Rights
Agreement from time to time, provided that any such changes do not
adversely affect the interest of the holders of the Rights, and
provided further that the Rights Agreement may not be supplemented or
amended in any way after an Acquiring Person has become such.
One Right will be distributed to shareholders of the Company for
each share of Common Stock owned of record by them as of the close of
business on August 6, 1997. Until the Distribution Date, the Company
will issue one Right with each share of Common Stock that shall become
outstanding so that all shares of Common Stock will have attached
Rights. As of July 31, 1997, there were 18,341,213 shares of Common
Stock issued.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved in advance by the Board of
Directors of the Company. The Rights should not interfere with any
merger or other business combination approved by the Board of
Directors prior to the time that a person or group has acquired
beneficial ownership of 15% or more of the Common Stock, since until
such time the Rights may be redeemed by the Company at $.01 per Right.
The present dividend distribution of the Rights is not taxable to
the Company or its shareholders. The Rights are not dilutive and will
not affect reported earnings per share. The Company will receive no
proceeds from the issuance of the Rights as a dividend.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, including the form of Rights
Certificate and the Summary of Rights is attached hereto as an exhibit
and incorporated herein by reference. A copy of the Rights Agreement
is available free of charge from the Company. The foregoing
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
Item 7(c). Exhibits.
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Exhibit 4 Rights Agreement dated July 8, 1997 between AAR CORP.
and First Chicago Trust Company of New York.
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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.
AAR CORP.
Dated: August 4, 1997 By: /s/ Howard A. Pulsifer
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Howard A. Pulsifer
Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
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Exhibit Sequentially
Numbered Page
4 Rights Agreement dated July 8, 1997 7
between AAR CORP. and First Chicago
Trust Company of New York