SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 8, 1998
-----------------------------
HEICO CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
001-04604 65-0341002
- ----------------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
3000 TAFT STREET
HOLLYWOOD, FLORIDA 33021
- --------------------------------------------------------------------------------
(Address of principal offices)
Registrant's telephone number, including area code: (954) 987-6101
--------------------------
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Asset Purchase Agreement dated as of December 4, 1998 (the "Asset
Purchase Agreement"), effective December 4, 1998, the Registrant, through a
corporation wholly owned by its 80% owned subsidiary, HEICO Aerospace Holdings
Corp. ("HEICO Aerospace"), acquired substantially all of the assets of
Rogers-Dierks, Inc. ("Rogers-Dierks"). The closing of the transaction occurred
on December 8, 1998. In consideration of this acquisition, the Registrant paid
$14,134,000 in cash at the closing, and committed to pay approximately
$1,057,000 in deferred payments over the next two years. Subject to meeting
certain earnings objectives, Rogers-Dierks could receive additional
consideration of up to $7,334,000 payable in cash or shares of the Registrant's
Class A Common Stock. The purchase price will be adjusted based on the actual
net worth of Rogers-Dierks as of December 4, 1998. The purchase price of the
assets was determined through arms-length negotiations. This acquisition is
being accounted for using the purchase method of accounting.
Rogers-Dierks formerly designed and manufactured FAA-approved, factory-new jet
engine replacement parts for sale directly to airlines and airmotives. The
Registrant intents to continue to use the acquired assets for the same purposes
as formerly used by Rogers-Dierks.
Subsequent to the closing of the transaction, Lufthansa Technik AG, which holds
a 20% equity interest in HEICO Aerospace, made an additional investment of $3
million in HEICO Aerospace.
The source of the purchase price was proceeds from a $120 million revolving
credit facility entered into by the Registrant on July 30, 1998.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired
The financial statements of Rogers-Dierks, Inc. required by
Rule 3-05(b) of Regulation S-X are not included herein and
will be filed by amendment to this report on or before
February 21, 1999.
(b) Pro forma financial information
The unaudited pro forma financial information required
pursuant to Article 11 of Regulation S-X are not included
herein and will be filed by amendment to this report on or
before February 21, 1999.
(c) Exhibits
2.1 Asset Purchase Agreement dated as of December 4, 1998 among
RDI Acquisition Corp., HEICO Aerospace Holdings Corp., HEICO
Corporation, Rogers-Dierks, Inc., William Rogers and John
Dierks (without schedules and exhibits).
2
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.
HEICO CORPORATION
Date: December 22, 1998
/s/ Thomas S. Irwin
By: -------------------------------------
Thomas S. Irwin, Executive Vice President
and Chief Financial Officer
3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
2.1 Asset Purchase Agreement dated as of December 4, 1998 among RDI
Acquisition Corp., HEICO Aerospace Holdings Corp., HEICO Corporation,
Rogers-Dierks, Inc., William Rogers and John Dierks (without
schedules and exhibits).