EXHIBIT 2
NEWS FROM...
(GREENWICH LOGO)
GREENWICH AIR SERVICES TO MERGE WITH UNC
Deal Creates Global Leader in Aviation Services
Miami, Florida - February 14, 1997 - Greenwich Air Services, Inc. (NASDAQ: GASIA
and GASIB) and UNC Incorporated (NYSE: UNC) today announced that they have
reached a definitive agreement to merge UNC into Greenwich Air Services. The
merger effectively establishes Greenwich Air Services as the world's leader in
commercial aviation engine services and business aviation services, with nearly
$1.8 billion in annual revenues.
Under terms of the Merger Agreement - which is subject to shareholder and
regulatory approvals as well as financing requirements - shareholders of UNC
will receive at least $14.00 worth of Greenwich Class B Non-Voting Common Stock
for each share of UNC stock held. The agreement also provides that if the market
price of Greenwich Class B stock rises above $24.86 per share, UNC shareholders
will receive additional value above $14 per share, up to $16.10 of value for
each UNC share held. In addition, Greenwich has offered UNC shareholders the
option of receiving cash in lieu of Greenwich Class B stock up to a maximum of
50% of the total merger consideration, which UNC estimates at not less than $320
million. The trnsatction is expected to be completed in the spring of 1997.
According to Eugene P. Conese, Chairman and Chief Executive OFficer of Greenwich
Air Services, "the merger of UNC into Greenwich achieves Greenwich's primary
goal of building shareholder value by growing the business both internally,
through the addition of new engine lines and customers, and externally through
strategic acquistions. Our combined engine overhaul operations will be able to
service more than 100 different engine models and types. We believe there are
synergies between many of the UNC operations and Greenwich's commercial aviation
engine services, government programs, and aeroderivative engine services,
which should provide significant growth opportunities and cost-savings."
Mr. Conese further stated, "the merger also strengthens Greenwich's three
existing core marketing and technical groups. Commercial aviation engine
services supports a majority of the aircraft engine types used by the world's
leading passenger airlines, overnight package carriers, and freight carriers.
Government services markets engine, aircraft, and accessories overhaul and
repair services to the U.S. military, other government agencies, and 15 foreign
Air Force, Navy, and Army customers. Aeroderivative engine services provides
repair and overhaul for industrial and marine engines as well as worldwide
management services for the design, sale, refurbishment, and installation of
complete gas turbine power plants."
"The merger expands Greenwich's core businesses to include UNC's Garrett
Aviation Services, a major business aviation services company with full-service
engine, airframe, and avionics capability for business jets and turboprop
aircraft and affords the opportunities for Greenwich to further penetrate the
rapidly growing regional airline market," Mr Conese continued. "Further, it
greatly expands Greenwich's market position in government programs through UNC's
Aviation Services Division. The merger also brings to Greenwich the highly
regarded facilities of UNC's manufacturing businesses: Johnson Technology
(Michigan); Tri Manufacturing and Tri Remanufacturing (Indiana); Aerostructures
and UNC Stearns (Washington); and Artex (Texas)."
"This merger represents a unique opportunity to bring together the two largest
aviation aftermarket companies in the world," Mr. Conese added. "Greenwich has
a solid reputation as a highly effective industry consolidator and skilled
integrator. We are an acknowledged leader in providing commercial aviation
engine services, while UNC is at the forefront of business aviation services and
military/government programs. We believe this merger will also significantly
enhance our ability to capitalize on the outstanding parts repair capabilities
of each of our two companies, as well as build upon UNC's highly regarded parts
manufacturing and repair facilites. We believe the new combined company will
enjoy significant cost-savings in each of our businesses as well as significant
opportunities for revenue growth through new business partnerships. These
savings and benefits, we believe, will allow this transacation to be accretive
to our shareholders after fiscal 1997."
"We are extremely enthusiastic about the prospects for the combined enterprise,"
commented Dan A. Colussy, Chairman, President, and Chief Executive Officer of
UNC. "We are effectively combining the two market leaders into the global
industry leader. In addition, we believe this merger will provide positive value
to our shareholders and great long-term benefits to our employees as the
combined entity finds new opportunities to grow."
Mr. Conese will serve as Chairman and Chief Executive Officer of the combined
company. Eugene P. Conese, Jr., who currently serves as President and Chief
Operating Officer of Greenwich Air Services, will continue in that position with
the merged entity.
On January 29, Greenwich reported its thirteenth consecutive quarter of record
results. Net sales for the quarter rose 220.1% to $187.5 million; income from
operations for the quarter was $16.0 million, up 188.9% from first quarter 1996;
and net income rose 161.4% to $5.5 million or $0.32 per share fully diluted.
On February 12, UNC reported record earnings for the fourth quarter and fiscal
year ended December 31, 1996. Net income in 1996 was $6.4 million, or $0.35 per
share, up from $1.9 million, or $0.11 per share in 1995. Revenues for the year
were $832.1 million,
2
up from $536.2 million the previous year. UNC's Common Stock closed at 10 7/8 on
Thursday, February 13th.
The proposed transaction follows major acquisitions by both UNC and Greenwich
Air Services during the past year. In June 1996, Greenwich completed the $230
million cash acquisition of the Commercial Engine Services Division of Aviall,
Inc., which has been in the business for more than 50 years. The Aviall
transaction established Greenwich as the world's leader in turbine engine
overhaul, with more than $750 million in annualized revenues and the capability
to service a wide range of engine types for commercial and regional airlines
at its nine locations worldwide.
In May 1996, UNC completed its $150 million acquisition of Garrett Aviation
Services, a leading business aviation services company with full-service engine,
airframe, and avionics capability for business jets and turboprop aircraft.
Garrett, which celebrated its 50th anniversary in 1996, was combined with UNC
Airwork, the company's existing business aircraft operations, to create Garrett
Aviation Services Division. The division had full-year revenues of nearly $600
million in 1996.
Greenwich Air Services, headquartered in Miami, Florida, is the world's largest,
most diversified independent gas turbine engine repair and overhaul company. The
Company provides repair and overhaul services on 14 engine lines and 50 engine
models for 500 customers worldwide. While commercial aviation presently
represents the Company's largest market, Greenwich has seen significant growth
in its government programs unit which supports a variety of military engine
types and provides program management services for various agencies of domestic
and foreign governments. In addition, Greenwich's industrial and marine unit
supports a broad range of aeroderivative engines used in a variety of
applications, including electric utilities, oil and gas pipelines, and
cogeneration. The Company's subsidiary, GTi provides management services, sale
and worldwide installation and operation of complete gas turbine power plants
with electrical power output ranging from 1 to 120 megawatts.
Greenwich, with 3,300 employees worldwide, has operations at Miami International
Airport; Bradley International Airport in Connecticut; JFK International Airport
in New York; Westover Airport in Massachusetts; Melbourne, Florida; Dallas, Ft.
Worth, and McAllen, Texas; and in Prestwick, Scotland.
UNC, based in Annapolis, Maryland, had 7,000 employees in 78 locations
throughout the world. UNC is the world's largest independent aviation services
company, and the global leader in business aviation. UNC occupies a unique
position in the aviation industry by providing a complete array of aviation
services, including airframe maintenance, modification and retrofit services;
avionics and aircraft interior installations; the overhaul and repair of
aircraft accessories, aircraft engines and industrial gas turbine engines; the
provision of aircraft maintenance and pilot training contract services, and the
manufacturing and remanufacturing of jet engine and aircraft components.
3
FORWARD-LOOKING STATEMENTS
Except for the historical information contained in this release, the matters
discussed are "forward-looking statements" within the meaning of federal
securities laws. For a variety of reasons, actual results could differ
materially from those described in these statements. Among the factors that
could cause actual results to differ from predicted or expected results are the
following: the company's dependence on a relatively small number of suppliers
and vendors, which could hamper the company's ability to maintain appropriate
inventory levels and meet customer demand; the possibility that unforeseen
events could impact the company's ability to provide prompt and efficient
service to its customers; existing competition from national and regional
competitors, which could result in pricing and other pressures on profitability
and market share. Consequently, the reader is cautioned to consider all forward-
looking statements in the light of the risks to which they are subject.
###
For More Information, Contact:
Greenwich Air Services, Inc:
Eugene P. Conese, Jr., President (305)526-7095
Robert J. Vanaria, C.F.O (305)870-8090
Sara L. Wilkins, Director of I.R. (305)870-7910 or
(800)736-0800, ext. 7910
UNC:
Bob Pevenstein, C.F.O. (410)266-7333
Mary Conger, Director of I.R. (410)266-7333
** Please visit Greenwich Air's Web site at www.businesswire.com/cnn/gasia.htm
** All of Greenwich's news releases may also be accessed free of charge through
Business Wire's News-on-Demand fax service. Please call (888)329-5518 (toll-
free) for a complete listing.
4