-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LNewp2N/6sQexKyZUYvBiFqU6t76cXo/QVTOJYSumNqklfuYXA5YGQDc98J734u+ AKRnyKPX9CbW0uA26AOKrQ== 0001104659-06-043192.txt : 20060622 0001104659-06-043192.hdr.sgml : 20060622 20060622154231 ACCESSION NUMBER: 0001104659-06-043192 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060620 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060622 DATE AS OF CHANGE: 20060622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06263 FILM NUMBER: 06919639 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 8-K 1 a06-14277_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 20, 2006

Date of Report (Date of earliest event reported)

AAR CORP.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-6263

 

36-2334820

(Commission File Number)

 

(IRS Employer Identification No.)

 

One AAR Place, 1100 N. Wood Dale Road
Wood Dale, Illinois 60191
 (Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code:  (630) 227-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

 




 

Item 1.01         Entry into a Material Definitive Agreement

On June 20, 2006, AAR CORP. (the “Company”) amended its Credit Agreement with Merrill Lynch Capital in connection with the stock repurchase authorization reported in Item 8.01 Other Events below. The amendment changes financial covenants in the Credit Agreement to permit the Company to purchase shares of AAR common stock on the open market having a fair market value of up to $28 million.

 

Item 8.01         Other Events

On June 20, 2006, the Board of Directors of the Company authorized the repurchase of up to 1.5 million shares of AAR CORP. common stock, from time to time, as market conditions warrant, in accordance with applicable Securities and Exchange Commission rules and regulations governing repurchase of issuer stock. This authorization supersedes all previously approved stock repurchase authorizations.

The Company anticipates announcing its Fiscal 2006 earnings on July 12, 2006.

Item 9.01         Financial Statements and Exhibits

(d)                           Exhibits

4.8                                 Amendment No. 4 dated June 20, 2006 to the Credit Agreement dated March 29, 2003 between AAR CORP and various subsidiaries and Merrill Lynch Capital.

2




SIGNATURE

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.

Date:  June 22, 2006

 

 

 

 

 

 

AAR CORP.

 

 

 

 

 

 

 

By:

/s/ TIMOTHY J. ROMENESKO

 

 

Timothy J. Romenesko

 

 

Vice President, Chief Financial Officer and

 

 

Treasurer

 

3




 

EXHIBIT INDEX

Exhibit Number

 

Description

 

 

 

4.8

 

Amendment No. 4 dated June 20, 2006 to the Credit Agreement dated
March 29, 2003 between AAR CORP and various subsidiaries and
Merrill Lynch Capital (filed herewith).

 

4



EX-4.8 2 a06-14277_1ex4d8.htm EX-4

 

Exhibit 4.8

FOURTH AMENDMENT TO
CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Fourth Amendment”) is made as of the 20th day of June, 2006 by and among AAR CORP., a Delaware corporation, (“AAR”), AAR Distribution, Inc., an Illinois corporation (“Distribution”), AAR Parts Trading, Inc., an Illinois Corporation (“Parts Trading”), AAR Manufacturing, Inc., an Illinois corporation (“Manufacturing”), AAR Engine Services, Inc., an Illinois corporation (“Engine Services”) and AAR Allen Services, Inc., an Illinois corporation (“Allen Service”) and together with AAR, Distribution, Parts Trading, Manufacturing and Engine Services, individually a “Borrow” and collectively “Borrowers”, the financial institutions, party hereto, each as a “Lender” and Merrill Lynch Capital a division of Merrill Lynch Business Financial Services Inc., individually as a Lender and as Agent.

W I T N E S S E T H:

WHEREAS, Borrowers, Agent and Lenders entered into a certain Credit Agreement dated as of May 29, 2003 as amended by a certain First Amendment to Credit Agreement dated as of January 23, 2004 by and among Borrowers, Agent and Lenders, by a certain Second Amendment to Credit Agreement dated as of August 24, 2004 by and among Borrowers, Agent and Lenders and by a certain Third Amendment to Credit Agreement dated as of March 18, 2005 by and among Borrower, Agent and Lenders (said Credit Agreement, as so amended, is hereinafter referred to as the “Credit Agreement”); and

WHEREAS, Borrowers desire to amend and modify certain provisions of the Credit Agreement and, subject to the terms hereof, Agent and Lenders are willing to agree to such amendments and modifications;

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and any extension of credit heretofore, now or hereafter made by Agent and Lenders to Borrowers, the parties hereto hereby agree as follows:

1.             Definitions. All capitalized terms used herein without definition shall have the meaning given to them in the Loan Agreement.

2.             Restricted Distributions. Section 5.3 of the Credit Agreement is hereby deleted and the following is inserted in its stead:

“Section 5.3           Restricted Distributions. Borrowers will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Distribution; provided that the foregoing shall not restrict or prohibit any Subsidiary from making dividends or distributions and shall not restrict or prohibit dividends or distributions to AAR or purchases of shares of (or options to purchase shares of) equity interests in AAR or options therefor (a) on the open market for use in its employee incentive equity program, (b) from employees of any Borrower or any Subsidiary upon their death, termination or retirement or (c) on the open market pursuant




to a stock buy-back program approved by AAR’s Board of Directors so long as (x) before and after giving effect to any such dividend or distribution for such purpose, (i) no Event of Default shall have occurred and be continuing and (ii) Borrowers are in compliance on a pro forma basis with the covenants set forth in Article 7 recomputed for the most recently ended quarter for which information is available and are in compliance with all other terms and conditions of this Agreement, (y) such purchases or payments described in clause (a) above after the date hereof do not exceed $2,000,000 in any Fiscal Year and do not exceed $6,000,000 in the aggregate, (z) such purchases or payments described in clause (b) above after the date hereof do not exceed $1,000,000 in any Fiscal Year and do not exceed $3,000,000 in the aggregate, (aa) such purchases or payments described in clause (c) above after the date hereof do not exceed $28,000,000 in any Fiscal Year and do not exceed $28,000,000 in the aggregate and (bb) after giving effect to any such purchase or payment described in clause (c) above, the sum of average Availability and Cash Equivalents, computed on a proforma or projected basis after giving effect to any such purchase or payment for the 60 days immediately prior to the date of any such purchase or payment and for the 180 days immediately after the date of any such purchase or payment, equals or exceeds $30,000,000.”

3.             Effectiveness. This Fourth Amendment shall become effective upon the satisfaction of each of the following conditions:

(a)           Agent, Lenders and Borrowers shall have executed and delivered to each other this Fourth Amendment.

4.             Execution in Counterparts. This Fourth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

5.             Continuing Effect. Except as otherwise specifically set out herein, the provisions of the Credit Agreement shall remain in full force and effect.

(Signature Page Follows)

2




 

(Signature Page to Fourth Amendment to Credit Agreement)

IN WITNESS WHEREOF, this Fourth Amendment has been duly executed as of the day and year specified at the beginning hereof.

 

AAR CORP.
AAR DISTRIBUTION, INC.
AAR PARTS TRADING, INC.
AAR MANUFACTURING, INC.
AAR ENGINE SERVICES, INC.
AAR ALLEN SERVICES, INC.

 

MERRILL LYNCH CAPITAL, A
DIVISION OF MERRILL LYNCH
BUSINESS FINANCIAL SERVICES INC.,
as Agent and Lender

 

 

 

 

 

 

 

 

 

 By: /s/ Timothy J. Romenesko________
Name:   Timothy J. Romenesko
Title:     Vice President

 

By: /s/Brian Boczkowski____________
Name:   Brian Boczkowski
Title:     Assistant Vice President

 

 

3



-----END PRIVACY-ENHANCED MESSAGE-----