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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 19, 1998
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-24275 52-2081515
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3516 CENTRE CIRCLE DRIVE
FORT MILL, SOUTH CAROLINA 29715
(Address of principal executive offices)
(803) 548-2160
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 19, 1998, American Aircarriers Support, Incorporated (the
"Company") completed the acquisition of substantially all of the assets of
American Jet Engine Services, Inc. ("AmJet"), a FAA certified repair and
maintenance facility, pursuant to an Asset Purchase Agreement (the "Agreement")
dated as of November 19, 1998, but effective as of October 1, 1998 among the
Company, American Aircarriers Support Acquisition II Corp., a wholly owned
subsidiary of the Company formed for the purpose of effecting the acquisition
(the "Subsidiary"), AmJet, and Anton K. Khoury and Hanna K. Khoury, the
shareholders of AmJet (the "Shareholders"). Pursuant to the Agreement, the
Company acquired substantially all of the assets of AmJet for a purchase price
of $12,450,000 and assumption of certain accounts and trade payables, certain
warranty claims, employee bonuses, and claims and liability arising from
specified investigations. The purchase price was comprised of approximately
$8,600,000 cash paid from the Company's bank credit facility, the issuance of
625,000 shares of the Company's Common Stock valued at $3,750,000 and
adjustments of approximately $100,000 credited to the Company. In addition, the
Company acquired the inventories of Global Air Spares, Inc. ("GASI") and
Atlantic Airmotive Corporation ("AAC") and assumed an aircraft engine lease from
AAC for an aggregate purchase price of $2,550,000 cash, also paid from the
Company's bank credit facility. GASI and AAC, also owned by the Shareholders,
are redistributors of jet engines and engine parts. AmJet, GASI and AAC are all
located in Miami, Florida.
Simultaneously with the execution of the Agreement, the Company entered
into a lease with Anthony Khoury for one of the facilities in which AmJet's
business has been operating and another lease with Hanna Khoury for the other
facility in which AmJet's business has been operating. During the initial one
year term, the rental payments are $5,218 and $5,325 per month for the
approximately 12,000 square foot and 15,000 square foot facilities,
respectively.
For a period of one year, AmJet may "piggy-back" its shares onto any
registration statement which the Company files to register any of its securities
under the Securities Act of 1933, as amended (the "Act"), in connection with a
public offering for cash proceeds payable in whole or in part to the Company.
AmJet also was granted the right to "demand" that the Company file a
registration statement under the Act covering such shares. The "demand"
registration right commences after July 1, 1999 and may only be exercised on one
occasion. All expenses incurred in connection with the registration of AmJet
shares pursuant to either the piggy-back and demand registration rights are
payable by the Company, excluding underwriting discounts or fees.
Simultaneously with the execution of the Agreement, the Company
appointed Anton Khoury to the Board of Directors and also entered into a three
year employment agreement with each of the Shareholders. Under their respective
agreements, Anton K. Khoury is to serve as President of the Subsidiary and Hanna
K. Khoury is to serve as Executive Vice President of the Subsidiary, which will
continue the operations of AmJet. Both of these officers have substantial
experience in the jet engine and spare parts overhaul and maintenance industry.
Anton Khoury has over 18 years of industry experience. Prior to founding AmJet,
he was employed in various capacities with major commercial airlines and engine
repair agencies. Hanna Khoury has over 22 years of business experience. Before
founding GASI and AAC, he spent 12 years with the Northrop Corporation both in
Los Angeles and Saudi Arabia in support of such company's F-5 program.
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ITEM 5. OTHER EVENTS
The Board of Directors of the Company was expanded in order to appoint
Anton K. Khoury, as described above, and Michael F. Evans, who was named Vice
President of Power Plant Operations in conjunction with the recently completed
acquisition of the assets of Global Turbine Services, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) It is impracticable to provide the required financial
statements for AmJet at this time. In accordance with Item 7(a)(1) of Form 8-K,
the Company will file the required financial statements as an amendment to this
Form 8-K as soon as practicable, but not later than 60 days after the date on
which this report on Form 8-K must be filed.
(b) It is impracticable to provide the required pro forma
financial information for AmJet and the Company at this time. In accordance with
Item 7(b)(2) of Form 8-K, the Company will file the required pro forma financial
information as an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after the date on which this report on Form 8-K must be
filed.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-B:
Reg. S-K
Exhibit No. Description Item No.
- ----------- ----------- --------
2.4 Asset Purchase Agreement among the Company, American Jet Engine 2
Services, Inc. and its Shareholders and American Aircarriers
Support Acquisition II Corp.
4.4 Registration Rights Agreement between the Company and American Jet 4
Engine Services, Inc.
10.1.6 Executive Employment Agreement between the Company and Anton K. 10
Khoury
10.1.7 Executive Employment Agreement between the Company and Hanna K. 10
Khoury
10.5.4 Lease of Real Property between the Company and Anton K. Khoury 10
10.5.5 Lease of Real Property between the Company and Hanna K. Khoury 10
10.10 Inventory Sales Agreement between the Company and Global Air Spares, 10
Inc.
10.11 Aircraft Engine Sales Agreement between the Company and Atlantic 10
Airmotive Corporation
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FORWARD LOOKING STATEMENTS
This Report on Form 8-K may contain forward-looking statements. When
used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," "believe" and similar expressions,
variations of these words or the negative of those words are intended to
identify forward-looking statements within the meaning of Section 27A of the Act
and Section 21E of the Securities Exchange Act of 1934 regarding events,
conditions and financial trends including, without limitation, business
conditions in the aircraft spare parts industry and the general economy, and
other risks or uncertainties detailed in other of the Company's Securities and
Exchange Commission filings. Such statements are based on management's current
expectations and are subject to risks, uncertainties and assumptions. Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, the Company's actual plan of operations, business
strategy, operating results and financial position could differ materially from
those expressed in, or implied by, such forward-looking statements.
SIGNATURES
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.
AMERICAN AIRCARRIERS SUPPORT, INCORPORATED
Date: December 4, 1998 By: /s/ Elaine T. Rudisill
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Elaine T. Rudisill, Chief Financial Officer
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EXHIBIT INDEX
Reg. S-K
Exhibit No. Description Item No.
- ----------- ----------- --------
2.4 Asset Purchase Agreement among the Company, American Jet Engine 2
Services, Inc. and its Shareholders and American Aircarriers
Support Acquisition II Corp.
4.4 Registration Rights Agreement between the Company and American Jet 4
Engine Services, Inc.
10.1.6 Executive Employment Agreement between the Company and Anton K. 10
Khoury
10.1.7 Executive Employment Agreement between the Company and Hanna K. 10
Khoury
10.5.4 Lease of Real Property between the Company and Anton K. Khoury 10
10.5.5 Lease of Real Property between the Company and Hanna K. Khoury 10
10.10 Inventory Sales Agreement between the Company and Global Air Spares, 10
Inc.
10.11 Aircraft Engine Sales Agreement between the Company and Atlantic 10
Airmotive Corporation
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