FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Commission file number
333-10886
Dunlop Standard Aerospace Holdings plc
(Exact name of registrant as specified in its charter)
Holbrook Lane
Coventry CV6 4AA
United Kingdom
(Address of principal executive offices and zip code)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F. Form 20-F |X| Form 40-F | |
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes | | No |X|
This Form 6-K Report of Foreign Issuer is incorporated by reference into the
Registration Statement on Form S-8 of Dunlop Standard Aerospace Holdings plc
(Registration No. 3599235) and the Registration Statement on Form F-4 of Dunlop
Standard Aerospace Holdings plc. (Registration No. 333-10886).
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, thereunto duly authorized.
Dunlop Standard Aerospace Holdings plc
By:_______________________
David Unruh
Chief Financial Officer
February 2, 2004
FORM 6-K: TABLE OF CONTENTS
1. Press Release of Dunlop Standard Aerospace Holdings plc, dated February 2,
2004, regarding the Proposed Offering of Additional Debt Securities.
News Release
DUNLOP STANDARD AEROSPACE HOLDINGS PLC
ANNOUNCES PROPOSED
OFFERING OF ADDITIONAL DEBT SECURITIES
Coventry, United Kingdom, February 2, 2004 - Dunlop Standard Aerospace Holdings
plc (the "Company") announced today that it expects to proceed with an offering
of approximately $125 million aggregate principal amount of its 11-7/8% Senior
Notes due 2009 in a transaction that will be exempt from the registration
requirements of the Securities Act of 1933. The new notes will be issued under
the indenture governing, and have terms nearly identical to, the outstanding
11-7/8% Senior Notes due 2009 issued by the Company in May 1999. The new notes
and the notes previously issued under the indenture would be treated as a single
class of debt securities. Like the previously issued notes, the new notes would
be general unsecured obligations of the Company.
The Company expects to use approximately (pound)23 million of the net proceeds
from the offering to repay outstanding loans under its Tranche D revolving
credit facility and the remainder of the net proceeds for general corporate
purposes. In connection with the offering, the Company has obtained amendments
to its credit facility to, among other things, permit the offering of new notes
and obtain greater flexibility to enable the Company to meet its working capital
requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy the securities described herein. The Company is offering the new notes in
reliance upon an exemption from registration under the Securities Act of 1933
for an offer and sale of securities that does not involve a public offering. The
securities to be offered will not be registered under the Securities Act of 1933
or any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
Dunlop Standard Aerospace is a leading integrated supplier of aftermarket parts
and services to the global aerospace and defense industry. We operate a
diversified business portfolio through two divisions: our Engine Repair &
Overhaul division provides comprehensive repair and overhaul services on a wide
range of small- to medium-sized gas turbine engines and our Design &
Manufacturing division provides a wide variety of precision-engineered and
specialized parts, sub-systems and systems for use primarily in the aerospace
and defense industry, including wheels, brakes and braking systems, heat
exchangers, engine parts and rubber polymer products. We have operations around
the world, with our largest facilities in the United Kingdom, Canada and the
United States.
---------------------
This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to risks, uncertainties and
assumptions. These statements can be identified by the use of forward-looking
terminology such as "contemplates," "expects," "will," or "anticipate" or the
negative thereof or comparable terminology, or by discussions of strategy.
Factors which could cause results to differ materially include, but are not
limited to the following: delays in new product introductions, lack of market
acceptance for new products, changes in demand for the Company's products,
changes in market trends, general competitive pressures from existing and new
competitors, adverse changes in operating performance, changes in interest
rates, and adverse economic conditions which could affect the amount of cash
available for debt servicing and capital investments. Should one or more of
these risks or uncertainties materialize or should the underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
expected, estimated or projected. The Company makes no commitment to revise or
update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made, except to the extent
required by law.
---------------------
For more information contact:
Ed Richmond
Dunlop Standard Aerospace Group
Senior Vice President of Strategy and Business
Development
Phone: 204-987-7106
Fax: 204-784-9647
E-mail: ed_richmond@dsagrp.com
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, thereunto duly authorized.
DUNLOP STANDARD AEROSPACE HOLDINGS plc
By: /s/ David Unruh
------------------------------
Name: David Unruh
Title: Chief Financial Officer
Date: February 2, 2004