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 26, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On July 21, 2006, in connection with BE Aerospace, Inc.'s (the "Company")
cash tender offer and consent solicitation (the "Tender Offer") for any and all
of its outstanding $175.0 million aggregate principal amount of 8 1/2% Senior
Notes due 2010 (the "Notes"), the Company and The Bank of New York Trust
Company, N.A., as trustee, entered into a supplemental indenture dated as of
July 21, 2006 (the "Supplemental Indenture"). The Supplemental Indenture amends
and supplements the Indenture, dated as of October 7, 2003, between the Company
and The Bank of New York Trust Company, N.A., as trustee (as amended and
supplemented, the "Indenture"), pursuant to which the Notes were issued. The
Supplemental Indenture became operative on July 26, 2006 upon the acceptance and
payment by the Company of all Notes tendered in the Tender Offer prior to 5:00
p.m. on July 21, 2006. The amendments contained in the Supplemental Indenture
eliminate substantially all of the restrictive covenants, certain of the events
of default and other related provisions contained in the Indenture. A copy of
the Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated
by reference herein.
ITEM 8.01. OTHER EVENTS.
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On July 26, 2006, the Company issued a press release
announcing that, in connection with its cash tender offer and consent
solicitation for any and all of the outstanding Notes, the Company has
accepted for payment and paid for $174.94 million aggregate principal amount of
the Notes and has entered into a new senior secured credit facility. A copy of
the press release is attached hereto as Exhibit 99.1.
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
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Name: Thomas P. McCaffrey
Title: Senior Vice President of Administration
and Chief Financial Officer
Date: July 26, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibits
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4.1 First Supplemental Indenture, dated as of July 21, 2006,
between BE Aerospace, Inc. and The Bank of New York Trust
Company, N.A., as trustee, relating to the Company's 8 1/2%
Senior Notes
99.1 Press release, dated July 26, 2006, issued by BE Aerospace,
Inc. announcing its payment for 8 1/2% Senior Notes due
2010 tendered prior to consent date and its entry into a
new senior secured credit facility