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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JUNE 10, 1996
Date of Report
(Date of earliest event reported)
AVIALL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-12380 65-0433083
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2055 DIPLOMAT DRIVE
DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
(214) 406-2000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As discussed in more detail below, Aviall, Inc. (the "Company") has sold
its aircraft engine and component repair operations ("Engine Services") and, in
a separate transaction, the Company has sold its Miami-based accessory services
operations ("Accessory Services"). As previously reported in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 ("1995 Form
10-K"), the Company's Engine Services and Accessory Services operations had
been reclassified as discontinued operations.
Sale of Accessory Services
Pursuant to an Asset Purchase Agreement, dated April 25, 1996 (the
"Curtiss-Wright Agreement"), with Curtiss-Wright Flight Systems, Inc.
("Curtiss-Wright"), a wholly owned subsidiary of Curtiss-Wright Corporation, on
May 20, 1996 the Company sold substantially all of the assets of its Accessory
Services operations and transferred certain liabilities of these operations to
Curtiss-Wright. At closing, the Company received approximately $16.0 million
in cash from Curtiss- Wright. The purchase price is subject to adjustment based
upon a post-closing audit of the assets acquired and liabilities assumed by
Curtiss-Wright. The amount and terms of such consideration were determined
following arm's length negotiations between the Company and Curtiss-Wright.
Curtiss-Wright has no material relationship with the Company, or to the
best of the Company's knowledge, any of the Company's affiliates, directors or
officers or associates of any such directors or officers.
The foregoing is a summary of certain terms of the Curtiss-Wright
Agreement and is qualified in its entirety by reference to the full text of
such agreement, a copy of which has been filed as an exhibit to the Company's
Current Report on Form 8-K dated April 19, 1996, and is incorporated herein by
reference.
Sale of Engine Services
Under the terms of the Agreement of Purchase and Sale, dated April 19,
1996 (the "Greenwich Agreement"), between Greenwich Air Services, Inc.
("Greenwich") and its wholly owned subsidiary, GASI Engine Services Corporation
("GASI"), and the Company and its wholly owned subsidiary, Aviall Services,
Inc. ("Aviall Services"), on June 10, 1996: (i) Aviall Services sold to GASI
the assets of its Engine Services operations located in Dallas, Ft. Worth, and
McAllen, Texas, and (ii) the Company sold to GASI all of the stock of its
wholly owned Engine Services subsidiary, Aviall Limited, which is located in
Prestwick, Scotland. Pursuant to the terms of the Greenwich Agreement, GASI
also assumed certain of the liabilities, including trade payables, deposits and
certain other accrued expenses of the Engine Services operations.
At closing, Aviall Services received approximately $232.0 million in cash
and $15.0 million was placed into escrow pending completion of a post-closing
audit. Such purchase price is subject to adjustment, based upon the difference
between the Company's audited final closing date balance sheet and the
preliminary closing date balance sheet, and subject to certain other
conditions. The amount and terms of such consideration were determined
following arm's length negotiations between the Company and Greenwich.
Greenwich does not have any material relationship with the Company, or to
the best of the Company's knowledge, any of the Company's affiliates, directors
or officers or associates of any such directors or officers.
The foregoing is a summary of certain terms of the Greenwich Agreement and
is qualified in its entirety by reference to the full text of such agreement, a
copy of which has been filed as an exhibit to the Company's Current Report on
Form 8-K dated April 19, 1996, and is incorporated herein by reference.
As previously disclosed in the 1995 Form 10-K, substantially all of the
net proceeds of the sales of the Accessory Services and Engine Services
operations were used to repay existing indebtedness under the Company's bank
credit facility and to cover transaction-related costs.
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Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
The consolidated financial statements included in the 1995 Form 10-K
and the Form 10-Q for the period ended March 31, 1996 fully reflect the
impact of the disposition of the businesses described in Item 2 in this
report. These businesses were accounted for using discontinued operations
treatment in the above consolidated financial statements. Therefore, the
continuing operations of the Company were separately disclosed throughout
the financial statements and accompanying management discussion. Based on
the foregoing, separate pro forma financial information is not necessary in
connection with this report.
(c) Exhibits
2.1 -- Agreement of Purchase and Sale among Aviall, Aviall
Services, GASI and Greenwich, dated April 19, 1996,
incorporated herein by reference to Exhibit 2.1 to
Aviall's Current Report on Form 8- K, dated April 19,
1996. (In accordance with Item 601 of Regulation S-K,
the copy of the Greenwich Agreement filed with the
Securities and Exchange Commission ("SEC") does not
include the schedules or exhibits thereto, which
schedules and exhibits are listed in the table of
contents to the Greenwich Agreement. Aviall agrees
to furnish supplementally to the SEC a copy of such
schedules and exhibits.)
2.2 -- Asset Purchase Agreement between Aviall and
Curtiss-Wright, dated April 25, 1996, incorporated
herein by reference to Exhibit 2.2 to Aviall's
Current Report on Form 8-K, dated April 19, 1996.
(In accordance with Item 601 of Regulation S-K, the
copy of the Curtiss-Wright Agreement filed with the
SEC does not include the schedules or exhibits
thereto, which schedules and exhibits are listed in
the exhibit index to the Curtiss-Wright Agreement.
Aviall agrees to furnish supplementally to the SEC a
copy of such schedules and exhibits.)
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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.
AVIALL, INC.
By: /s/ Jeffrey J. Murphy
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Jeffrey J. Murphy
Senior Vice President,
Law and Human Resources,
Secretary and General Counsel
June 28, 1996
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