1 ________________________________________________________________________________ ________________________________________________________________________________ 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): November 14, 1996 ____________ BE AEROSPACE, INC. ------------------ (Exact name of Registrant as specified in its charter) DELAWARE 0-18348 06-1209796 -------- ------- ---------- (State or other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) I.D. Number) ____________ 1400 Corporate Center Way, Wellington, Florida 33414 ---------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (561) 791-5000 -------------------------------------------------- (Registrant's Telephone Number including area code) _______________________________________________________________________________ _______________________________________________________________________________ 2 Item 5. Other Events. (a) Pursuant to an acquisition agreement dated December 14, 1995 among BE Aerospace, Inc. (the "Company"), Burns Aerospace Corporation ("Burns"), Eagle Industries, Inc. ("Eagle") and certain affiliates of Eagle, the Company acquired all of the outstanding capital stock of Burns, a subsidiary of Eagle (the "Acquisition"). The purchase price for the Acquisition was $42.5 million in cash, subject to certain post-closing adjustments. Information regarding the Acquisition has been previously reported by the Company pursuant to a registration statement on Form S-4, as amended (No. 333-00433), filed with the Commission on January 25, 1996 regarding an exchange offering for $100,000,000 aggregate principal amount of the Company's 9 7/8% Senior Subordinated Notes due 2006 (the "Registration Statement"). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of business acquired. The following audited financial statements of Burns are included in the Registration Statement and are incorporated by reference herein: Balance Sheets as of September 30, 1995 and September 30, 1994 (unaudited) Statements of Income for the Nine Months Ended September 30, 1995 and September 30, 1994 (unaudited) Statements of Cash Flows for the Nine Months Ended September 30, 1995 and September 30, 1994 (unaudited) Notes to Financial Statement for the Nine Months Ended September 30, 1995 and September 30, 1994 (unaudited) Balance Sheets as of December 31, 1994 and December 31, 1993 Statement of Income for the years ended December 31, 1994, December 31, 1993 and December 31, 1992 Statements of Stockholders' Equity for the years ended December 31, 1994, December 31, 1993 and December 31, 1992 Statements of Cash Flows for the years ended December 31, 1994, December 31, 1993 and December 31, 1992 2 3 Notes to Financial Statements for the years ended December 31, 1994, December 31, 1993 and December 31, 1992 (b) Pro forma financial information. The following pro forma financial statements relating to the Acquisition are included in the Registration Statement and are incorporated by reference herein: Pro Forma Combined Balance Sheet at November 25, 1995 for the Company and September 30, 1995 for Burns (unaudited) Notes to Pro Forma Combined Balance Sheet at November 25, 1995 for the Company and September 30, 1995 for Burns (unaudited) Pro Forma Combined Statement of Operations for the year ended February 25, 1995 (unaudited) Notes to Pro Forma Combined Statement of Operations for the year ended February 25, 1995 (unaudited) Pro Forma Combined Statement of Operations for the Nine Months Ended November 25, 1995 (unaudited) Notes to Pro Forma Combined Statement of Operations for the Nine Months Ended November 25, 1995 (unaudited) (c) Exhibits. The following is a list of exhibits filed as part of this Current Report: Exhibit 1 Acquisition Agreement dated December 14, 1995 among the Company, Eagle Industries, Inc., Eagle Industrial Products Corporation and Great American Management and Investment, Inc.(1) Exhibit 23 Consent of Arthur Andersen LLP ________ (1) Incorporated by reference from the Company's Current Report on Form 8-K dated December 14, 1995, filed with the Commission on December 28, 1995. 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. BE AEROSPACE, INC. By: /s/ Thomas P. McCaffrey ------------------------------------- Thomas P. McCaffrey Title: Vice President, Chief Financial Officer and Assistant Secretary 4