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SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20449
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) May 20, 1999
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AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
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(Exact Name of Registrant
as Specified in its Charter)
Delaware
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(State of Other Jurisdiction
of Incorporation)
333-64513 65-0822351
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(Commission File Number) (IRS Employer Identification No.)
1815 Griffin Road, Suite 300, Dania, Florida 33004-2252
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(Address of Principal Executive Offices) (Zip Code)
(954) 926-2000
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(Registrant's Telephone Number
Including Area Code)
Not Applicable
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(Former Name or Former Address,
if Changed Since Last Report)
Copies to:
Eric K. Graben
Wyche, Burgess, Freeman & Parham, P.A.
44 East Camperdown Way (29601)
P.O. Box 728
Greenville, SC 29602-0728
(864) 242-8200
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Item 2: Acquisition or Disposition of Assets.
On May 20, 1999, Elsinore Acquisition Corporation ("EAC"), a
newly-created, wholly-owned subsidiary of Aircraft Service International Group,
Inc. (the "Company") acquired substantially all of the assets of Elsinore, L.P.,
which includes Elsinore, L.P.'s 23 operating units in 10 states, the U.S. Virgin
Islands and Puerto Rico providing a variety of ground handling, fueling,
aircraft cleaning, and other aviation services to major commercial airlines. EAC
will continue substantially the same business conducted by Elsinore, L.P. The
Company and its sole shareholder, Ranger Aerospace Corporation, are guarantors
of EAC's obligations under the agreement governing the asset purchase.
The total consideration paid by EAC was approximately $6,224,372
(subject to post-closing adjustments), which amount includes $5,000,000 in cash,
a promissory note in the principal amount of $899,372 and the assumption by EAC
of approximately $325,000 of liabilities of Elsinore, L.P. The promissory note
has a term of one year from the date of purchase, and its principal amount is
subject to post-closing adjustments. The purchase price was determined based on
negotiations between the parties. The Company borrowed the cash portion of the
purchase price from Key Corporate Capital, Inc. ("Key") pursuant to the terms of
an amendment to the Company's existing credit facility with Key, which the
Company in turn loaned to EAC.
Item 7: Financial Statements and Exhibits.
(a) Financial Statements of Elsinore, L.P.
To be filed by amendment no later than August 2, 1999.
(b) Pro Forma Financial Information.
To be filed by amendment no later than August 2, 1999.
(c) Exhibits.
2.1 Asset Purchase Agreement dated May 20, 1999, by and among
Elsinore Acquisition Corporation and Elsinore, L.P., and with
respect to Article VIII and Section 9.8 only, Ranger Aerospace
Corporation, Aircraft Service International Group, Inc.,
Air/Lyon, Inc., Air/Lyon Associates, LP, Elsinore Aerospace
Services, LP and Elsinore Services Corporation, and with
respect to Section 9.8 only, General William Lyon. (The
exhibits and schedules to the asset purchase agreement, as
described therein, have been omitted in accordance with Item
601(b)(2) of Regulation S-K. A copy of such exhibits and
schedules shall be furnished supplementally to the Securities
and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AIRCRAFT SERVICE INTERNATIONAL
GROUP, INC.
Date: June 4, 1999 By: /s/ Michael A. Krane
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Michael A. Krane
Vice President - Finance &
Chief Financial Officer
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