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 21, 2006
BE AEROSPACE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-18348 06-1209796
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
1400 Corporate Center Way, Wellington, Florida 33414
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 791-5000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Exhibit Index Appears on page 4
ITEM 8.01. OTHER EVENTS.
On July 21, 2006, BE Aerospace, Inc. (the "Company") issued a press
release announcing the consideration to be paid in connection with its cash
tender offer and consent solicitation for any and all of its outstanding $175.0
million aggregate principal amount of 8 1/2% Senior Notes due 2010 (the
"Notes"). A copy of the press release is attached hereto as Exhibit 99.1.
On July 21, 2006, the Company issued a press release announcing that,
in connection with its cash tender offer and consent solicitation, it has
received the requisite consents from holders of the Notes to amend the indenture
governing the Notes. A copy of the press is attached hereto as Exhibit 99.2.
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.
BE AEROSPACE, INC.
By /s/ Thomas P. McCaffrey
----------------------------------------------
Name: Thomas P. McCaffrey
Title: Senior Vice President of Administration
and Chief Financial Officer
Date: July 24, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibits
- --------------- ----------------------------
99.1 Press release, dated July 21, 2006, issued by BE
Aerospace, Inc. announcing pricing for its tender offer
and consent solicitation for 8 1/2% Senior Notes due
2010.
99.2 Press release, dated July 21, 2006, issued by BE
Aerospace, Inc. announcing receipt of requisite consents
for its tender offer and consent solicitation for 8 1/2%
Senior Notes due 2010.