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: /s/ David Unruh
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David Unruh
Chief Financial Officer
June 4, 2004
FORM 6-K: TABLE OF CONTENTS
1. Press Release of Dunlop Standard Aerospace Holdings plc, dated June 4, 2004,
regarding the optional partial redemption of its 11-7/8% Senior Notes due 2009.
News Release
DUNLOP STANDARD AEROSPACE TO MAKE OPTIONAL PARTIAL REDEMPTION
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OF $23.6 MILLION OF ITS 11-7/8% SENIOR NOTES
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Coventry, United Kingdom, June 4, 2004 - Dunlop Standard Aerospace Holdings plc
(the" Company") announced today that it will make an optional partial
redemption of $23.6 million aggregate principal amount of its 11-7/8% Senior
Notes due 2009. The outstanding principal amount of the Senior Notes remaining
after this redemption will be $321.4 million. This redemption relates to the
agreement with our lenders under our credit agreement to use the proceeds in an
escrow account to redeem this portion of our Senior Notes if we did not close a
proposed acquisition by May 31, 2004.
The $23.6 million principal amount of Senior Notes will be redeemed at a price
equal to 105.938% of their principal amount plus accrued and unpaid interest to
the redemption date. The partial redemption will occur on June 30, 2004.
Bank of New York will serve as the paying agent for this redemption. A notice
of the redemption containing information required by the terms of the indenture
governing the Senior Notes will be mailed to holders. This notice will contain
details of the place and manner of surrender in order for holders to receive
the partial redemption payment.
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.
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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.
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Paying Agent:
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention Corporate Trust Administration
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: June 4, 2004