SECURITIES AND EXCHANGE COMMISSION
 
                            WASHINGTON, D.C.  20549


 

 

                                    FORM 8-K/A


                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934



       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)  OCTOBER 10, 1997
                                                         ----------------

                           COMMISSION FILE NO. 1-8137
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                         AMERICAN PACIFIC CORPORATION
                      -----------------------------------
             (Exact name of Registration as specified in charter)
 
               Delaware                      59-649047
         ---------------------------------------------------------
         (State or other jurisdiction of    (I.R.S. Employer
         incorporation or organization)     Identification Number)


         3770 Howard Hughes Parkway #300
         Las Vegas, Nevada                             89109
         ----------------------------------------      -----
         (Address of principal executive offices)    (Zip Code)

         Registrant's telephone number, including area code:  (702) 735-2200
                                                              --------------

 
ITEM 5.  OTHER EVENTS
         ------------

         On October 10,  1997,  American  Pacific  Corporation  (the  "Company")
entered into an Asset  Purchase  Agreement  (the  "Agreement")  with  Kerr-McGee
Chemical Corporation ("Kerr-McGee"). The Agreement contemplates that the Company
will acquire certain  intangible  assets related to  Kerr-McGee's  production of
ammonium  perchlorate  ("AP").  The Agreement  calls for a purchase price of $39
million,  and grants the Company the option to purchase  limited AP inventory of
Kerr-McGee for additional consideration.

     Closing of the transaction is subject to a number of conditions, including
the Company's securing of financing for 100 percent of the purchase price, and
to both parties filing premerger notifications with the Federal Trade Commission
and the Department of Justice under the Hart-Scott Rodino Antitrust Improvements
Act of 1976, with no adverse action following such notifications.

     The Company also reported that it is cooperating with the pending
investigation of State and local agencies regarding trace amounts of
perchlorates in Lake Mead, which is located in the County in which Kerr-McGee
operations are conducted and in which the Company's AP operations were conducted
prior to May 1988.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------

        *(c)  Exhibits. Press release dated October 10, 1997

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*  Previously filed.
                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            AMERICAN PACIFIC CORPORATION
                                       (Registrant)



Date:  July 21, 1998        By:     /s/ David N. Keys
                                --------------------------------------
                                David N. Keys
                                Senior Vice President
                                Chief Financial Officer and Treasurer