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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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TRANSDIGM INC., TRANSDIGM HOLDING COMPANY, MARATHON POWER
TECHNOLOGIES COMPANY, CHAMPION AEROSPACE INC., ZMP, INC. AND
ADAMS RITE AEROSPACE, INC.
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 31, 2001
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Date of report (Date of earliest event reported)
TRANSDIGM INC., TRANSDIGM HOLDING COMPANY, MARATHON POWER
TECHNOLOGIES COMPANY, CHAMPION AEROSPACE INC., ZMP, INC. AND
ADAMS RITE AEROSPACE, INC.
(exact name of co-registrant as specified in their respective charters)
DELAWARE 13-373378
____________________ 333-71397 ____________________
(State or other jurisdiction of Commission File Number (I.R.S. Employer Identification
incorporation or organization) Number)
26380 Curtiss Wright Parkway, Richmond Heights, Ohio 44143
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(Address of Principal Executive Offices) (Zip Code)
(216) 289-4939
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 2001, TransDigm Inc. ("TransDigm"), through its wholly
owned subsidiary Aviation Acquisition Corporation (whose name has been
subsequently changed to Champion Aerospace Inc. and will be referred to herein
as "Champion Aerospace"), acquired (the "Acquisition") substantially all of the
assets and certain liabilities of the Champion Aviation Products business from
Federal Mogul Ignition Company ("Federal-Mogul"), a wholly owned subsidiary of
Federal-Mogul Corporation for approximately $160,130,000 in cash, subject to
adjustment based on the level of acquired working capital as of the closing of
the Acquisition. The Champion Aviation Products business is engaged in
researching, designing, developing, engineering, manufacturing, marketing,
distributing and selling ignition systems and related components and other
products, including, without limitation, igniters, spark plugs, exciters,
ignition leads, oil filters, power supplies and ignition harnesses, for turbine
and piston aircraft applications as well as other aerospace engine and
industrial applications (the "Aviation Business"). In connection with the
Acquisition, Champion Aerospace acquired the manufacturing facility located at
1230 Old Norris Road, Liberty, South Carolina that has been used to operate the
Aviation Business. Champion Aerospace will continue to operate the Aviation
Business at this location. The Acquisition was effected pursuant to an Asset
Purchase Agreement, dated as of April 29, 2001, by and between Champion
Aerospace and Federal-Mogul (the "Asset Purchase Agreement").
On May 31, 2001, TransDigm amended and restated its credit agreement,
dated as of December 3, 1998, among TransDigm, TransDigm Holding Company
(TransDigm's direct parent, referred to herein as "TransDigm Holdings"), Bankers
Trust Company, as administrative agent, Credit Suisse First Boston, as
syndication agent and the other lenders that are party thereto (the "Credit
Agreement") to provide funding for the Acquisition. As amended, the Credit
Agreement provides for a Tranche A facility, a Tranche B facility, a Tranche C
facility and a revolving facility. TransDigm contributed $45 million in
proceeds from the Tranche B loans, $115 million in proceeds from the Tranche C
loans and approximately $2.6 million in proceeds from the additional revolving
loans to Champion Aerospace to fund the Acquisition. The revolving facility
provides for borrowings for general capital expenditures and operating
expenses. The Credit Agreement is subject to certain restrictive covenants and
secured by substantially all of the assets of TransDigm Holdings, TransDigm and
all of their subsidiaries, including the assets of the Aviation Business.
Also in connection with the Acquisition, pursuant to an Investment
Agreement, dated as of May 31, 2001, by and between First Union Investors, Inc.
("First Union") and TransDigm Holdings (the "Investment Agreement"), TransDigm
Holdings issued and sold 15,000 shares of its 16% Cumulative Redeemable
Preferred Stock (the "Preferred Stock") and warrants that may be exercisable for
shares of TransDigm Holdings' common stock to First Union for a purchase price
of $15 million. The terms of the Preferred Stock are set forth in the
Certificate of Designations, Preferences and Relative, Participating, Optional
and Other Special Rights of Preferred Stock and Qualifications, Limitations and
Restrictions Thereof of 16% Cumulative Redeemable Preferred Stock of TransDigm
Holdings which was filed with the Secretary of State
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of the State of Delaware on May 31, 2001 (the "Certificate of Designations"). A
portion of the proceeds from this sale were used to fund the Acquisition.
The Asset Purchase Agreement, the Credit Agreement, the Investment
Agreement and the Certificate of Designations are incorporated herein by
reference and are attached hereto as exhibits, and the above descriptions of
those documents and the transactions contemplated thereby are qualified in their
entirety by reference to those exhibits. Reference is hereby made to TransDigm's
press release dated May 31, 2001 which is attached hereto as Exhibit 99.1 and
also incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item are not included herein
but will be filed by amendment not later than 60 days after the date
that this report must be filed.
(b) Pro Forma Financial Information.
The financial statements required by this Item are not included herein
but will be filed by amendment not later than 60 days after the date
that this report must be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of April 29, 2001, by and between
Aviation Acquisition Corporation and Federal-Mogul Ignition Company.
(Incorporated herein by reference to Exhibit 2.1 to TransDigm
Holdings's Form 10-Q for the period ended March 31, 2001). (File No.
1631079).
3.1 Restated Certificate of Incorporation, filed on May 31, 2001, of
TransDigm Holding Company.
4.1 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of 16% Cumulative
Redeemable Preferred Stock of TransDigm Holding Company.
4.2 Amended and Restated Credit Agreement, dated as of December 3, 1998 and
amended and restated as of May 31, 2001, by and among TransDigm Holding
Company, TransDigm Inc., various lending institutions party thereto,
Credit Suisse First Boston, as Syndication Agent and Bankers Trust
Company, as Administrative Agent.
4.3 Investment Agreement, dated as of May 31, 2001, by and between
TransDigm Holding Company and First Union Investors, Inc.
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99.1 Press Release dated May 31, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the co-registrants has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
TRANSDIGM INC.
By: /s/ Gregory Rufus
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Name: Gregory Rufus
Title: Chief Financial Officer
TRANSDIGM HOLDING COMPANY
By: /s/ Gregory Rufus
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Name: Gregory Rufus
Title: Chief Financial Officer
MARATHON POWER TECHNOLOGIES COMPANY
By: /s/ Gregory Rufus
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Name: Gregory Rufus
Title: Chief Financial Officer
CHAMPION AEROSPACE INC.
By: /s/ Gregory Rufus
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Name: Gregory Rufus
Title: Chief Financial Officer
ZMP, INC.
By: /s/ Gregory Rufus
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Name: Gregory Rufus
Title: Chief Financial Officer
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ADAMS RITE AEROSPACE, INC.
By: /s/ Gregory Rufus
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Name: Gregory Rufus
Title: Chief Financial Officer
Date: June 11, 2001
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EXHIBIT INDEX
Exhibit Description
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No.
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2.1 Asset Purchase Agreement, dated as of April 29, 2001, by and between
Aviation Acquisition Corporation and Federal-Mogul Ignition Company.
(Incorporated herein by reference to Exhibit 2.1 to TransDigm
Holdings's Form 10-Q for the period ended March 31, 2001). (File No.
1631079).
3.1 Restated Certificate of Incorporation, filed on May 31, 2001, of
TransDigm Holding Company.
4.1 Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of 16% Cumulative
Redeemable Preferred Stock of TransDigm Holding Company.
4.2 Amended and Restated Credit Agreement, dated as of December 3, 1998 and
amended and restated as of May 31, 2001, by and among TransDigm Holding
Company, TransDigm Inc., various lending institutions party thereto,
Credit Suisse First Boston, as Syndication Agent and Bankers Trust
Company, as Administrative Agent.
4.3 Investment Agreement, dated as of May 31, 2001, by and between
TransDigm Holding Company and First Union Investors, Inc.
99.1 Press Release dated May 31, 2001.