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): December 14, 1995
-------------------------------
BE AEROSPACE, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-18348 06-1209796
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1400 Corporate Center Way, Wellington, FL 33414
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (407) 791-5000
-----------------------------------------------
N/A
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
1 of 69
ITEM 5. OTHER EVENTS
------------
On December 14, 1995, BE Aerospace Inc. (the "Company") signed a definitive
agreement to acquire all the issued and outstanding capital stock of Burns
Aerospace Corporation ("Burns"), a wholly owned subsidiary of Eagle Industries,
Inc. The purchase price for Burns is expected to be approximately $42.5
million, all in cash. The acquisition of Burns will be funded with a portion of
the proceeds from a planned offering of senior subordinated debt in the
aggregate amount of approximately $75 million. Completion of the acquisition is
subject to a number of conditions, including the expiration of the waiting
period under the Hart-Scott-Rodino Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
------------------------------------------------------------------
(C) EXHIBITS:
--------
1. Acquisition Agreement dated as of December 14, 1995 by and among the
Company, Eagle Industrial Products Corporation, Eagle Industries, Inc.
and Great American Management and Investment, Inc. (including an index
of schedules thereto).
2. Unaudited Pro Forma Combined Financial Information.
2 of 69
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 under
signed hereunto duly authorized.
BE AEROSPACE, INC.
Date: December 28, 1995 By: /s/ Thomas P. McCaffrey
-------------------------
3 of 69
EXHIBIT INDEX
The following designated exhibits are filed herewith:
Page Number
-----------
Exhibit
- -------
1. Acquisition Agreement dated as of December 14, 5
1995 by and among the Company, Eagle Industrial
Products Corporation, Eagle Industries, Inc. and
Great American Management and Investment, Inc.
(including an index of schedules thereto).
2. Unaudited Pro Forma Combined Financial Information. 63
4 of 69