UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 12, 1998
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Date of Report
(Date of earliest event reported)
ESTERLINE TECHNOLOGIES CORP.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-06357 13-2595091
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
10800 NE 8th Street, Bellevue, Washington 98004
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(Address of principal executive offices, including Zip Code)
(425) 453-9400
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
As previously reported under Item 2 in Esterline Technologies Corporation's
("Esterline") current Report on Form 8-K dated as of August 12, 1998,
Esterline entered into a Stock Purchase Agreement (the "Purchase
Agreement"), dated as of August 10, 1998, by and among Esterline, Kirkhill
Rubber Company, a California corporation ("Kirkhill") and the Kirkhill
Rubber Company Employee Stock Ownership and Savings Plan (the "ESOP"),
pursuant to which Esterline agreed to acquire all of the outstanding shares
of Kirkhill for $83 million in cash, subject to certain customary closing
adjustments. At the same time, Esterline completed the acquisition of the
shares of Kirkhill held by the ESOP, which shares represented approximately
two-thirds of the outstanding capital stock of Kirkhill. Esterline agreed
to purchase the remaining shares from the minority individual shareholders
and currently owns 100% of the outstanding capital stock of Kirkhill.
Included under Item 7 are the historical financial statements of Kirkhill,
together with certain pro forma information regarding Esterline, as adjusted
to give effect to the Kirkhill acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Filed as Exhibit 99.3 and incorporated herein by reference are certain
historical financial statements of Kirkhill for the period indicated. These
financial statements have been audited by Romberger, Wilson & Beeson, Inc.,
independent auditors, as stated in their report included therein and
incorporated herein by reference.
(b) Pro Forma Financial Information
Filed as Exhibit 99.4 and incorporated herein by reference is certain
unaudited pro forma financial information regarding Esterline, as adjusted
to give effect to the Kirkhill acquisition using the purchase method of
accounting.
(c) Exhibits
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2.1 Stock Purchase Agreement, dated as of August 10, 1998,
by and among Esterline Technologies Corporation, the
Kirkhill Rubber Company and the Kirkhill Rubber Company
Employee Stock Ownership and Savings Plan.*
23.1 Consent of Romberger, Wilson & Beeson, Inc. Independent
Auditors.
99.1 Press Release issued by the Registrant on
August 10, 1998.*
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99.2 Press Release issued by the Registrant on
August 13, 1998.*
99.3 Financial statements as of December 31, 1997, for
Kirkhill Rubber Company (with Independent Auditor's
Report).
99.4 Unaudited pro forma financial statements and related
footnotes for Esterline Technologies Corporation.
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* previously filed.
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SIGNATURE
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 hereunto duly authorized.
Esterline Technologies Corporation
(Registrant)
Dated: October 23, 1998 By /s/ Robert W. Stevenson
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Robert W. Stevenson
Executive Vice President,
Chief Financial Officer and Secretary
(Principal Financial Officer)
By /s/ Robert D. George
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Robert D. George
Treasurer and Controller
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Stock Purchase Agreement, dated as of August 10, 1998, by
and among Esterline Technologies Corporation, the
Kirkhill Rubber Company and the Kirkhill Rubber Company
Employee Stock Ownership and Savings Plan.*
23.1 Consent of Romberger, Wilson & Beeson, Inc. Independent
Auditors.
99.1 Press Release issued by the Registrant on
August 10, 1998.*
99.2 Press Release issued by the Registrant on
August 13, 1998.*
99.3 Financial statements as of December 31, 1997, for
Kirkhill Rubber Company (with Independent Auditor's
Report).
99.4 Unaudited pro forma financial statements and related
footnotes for Esterline Technologies Corporation.
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* previously filed.
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