-----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, KiaaDtkmLgLBGAJwA+eOwjw+ySxSxJ10CnDfIj8MFutg+2/cPI4ocp54pV6A69YQ WYwFjV49cyvzt3mSBB7j8Q== 0000950144-01-003397.txt : 20010312 0000950144-01-003397.hdr.sgml : 20010312 ACCESSION NUMBER: 0000950144-01-003397 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLSTROM INDUSTRIES INC CENTRAL INDEX KEY: 0000918275 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 133753725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-45139 FILM NUMBER: 1564114 BUSINESS ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548450427 MAIL ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: ISRAEL TECH ACQUISITION CORP DATE OF NAME CHANGE: 19940301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLSTROM INDUSTRIES INC CENTRAL INDEX KEY: 0000918275 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 133753725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548450427 MAIL ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: ISRAEL TECH ACQUISITION CORP DATE OF NAME CHANGE: 19940301 SC TO-I 1 g67465scto-i.txt KELLSTROM INDUSTRIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Kellstrom Industries, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) 5 3/4% Convertible Subordinated Notes due October 15, 2002 5 1/2% Convertible Subordinated Notes due June 15, 2003 (Titles of Classes of Securities) (488035ACO or U4878AAO) 5 3/4% Convertible Subordinated Notes due October 15, 2002 (48835AE6) 5 1/2% Convertible Subordinated Notes due June 15, 2003 (CUSIP Numbers of Classes of Securities) Zivi R. Nedivi President and Chief Executive Officer 1100 International Parkway Sunrise, Florida 33323 (954) 845-0427 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPY TO: Bruce I. March, Esq. Robert C. Boehm, Esq. Akerman, Senterfitt & Eidson, P.A. SunTrust International Center, 28th Floor One Southeast Third Avenue Miami, Florida 33131-1714 (305) 374-5600 CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $140,250,000(1) $35,063 ================================================================================
(1) The filing fee has been calculated pursuant to Rule 0-11(b)(2) under the Securities Exchange Act of 1934, based upon the book value of the aggregate principal amount of the notes that may be received by Kellstrom Industries, Inc. in the exchange offer. 2 [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number on the Form or Schedule and the date of its filing. Amount Previously Paid: $35,063 Filing Party: Kellstrom Industries, Inc. Form or Registration No.: S-4 (File No. 333-56750) Date Filed: March 8, 2001
Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Tender Offer Statement on Schedule TO is being filed by Kellstrom Industries, Inc., a Delaware corporation, pursuant to Section 13(e) of the Securities Exchange Act of 1934 in connection with its offer to exchange all of its outstanding 5 3/4% Convertible Subordinated Notes due October 15, 2002 and 5 1/2% Convertible Subordinated Notes due June 15, 2003 (collectively, the "Old Notes") for its new 6% Convertible Subordinated Notes due December 31, 2008 and/or new 8 1/2% Senior Subordinated Notes due March 31, 2008, upon the terms and subject to the conditions set forth in Kellstrom Industries, Inc.'s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 8, 2001 (the "Registration Statement"). The information in the Registration Statement, including the exhibits thereto, are hereby expressly incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS Pursuant to General Instruction C to Schedule TO, the following persons are the directors and/or executive officers of Kellstrom Industries, Inc. No other persons control Kellstrom Industries, Inc. and no executive officer or director of any corporation or other person is ultimately in control of Kellstrom Industries, Inc. Zivi R. Nedivi*- Chief Executive Officer, President and a director Yoav Stern*- Chairman of the Board of Directors, an executive officer and a director David Jan Mitchell*- Director Niv Harizman*- Director General William Lyon*- Director Admiral William J. Crowe, Jr.*- Director D. Scott Kalister*- Chief Operating Officer 2 3 Oscar E. Torres*- Chief Financial Officer John S. Gleason*- Executive Vice President Fred von Husen*- Executive Vice President Paul Steele*- Senior Vice President Robert V. Hogan*- Senior Vice President Moti Markowicz*- Senior Vice President Michael Navon*- Senior Vice President Lance Berberian*- Senior Vice President Jack Portlock*- Senior Vice President Michael Olesik*-Senior Vice President * c/o Kellstrom Industries, Inc., 1100 International Parkway, Sunrise, Florida 33323, (954) 845-0427. ITEM 4. TERMS OF THE TRANSACTION (b) None of the Old Notes are to be purchased from any officer, director or affiliate of Kellstrom Industries, Inc. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS (e) None. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS (c)(1) - (c)(10) None. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY None of the persons named in Item 3 beneficially owns any of the Old Notes that are the subject of the exchange offer. ITEM 12. EXHIBITS. (a)(1)* Prospectus and Exchange Offer dated March 8, 2001 (a)(2) Press Release Issued March 8, 2001 (a)(3)* Form of Letter of Transmittal (a)(4)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (a)(5)* Form of Letter to Clients (a)(6)* Form of Company Letter to Note holders (a)(7)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 *Incorporated by reference to Kellstrom Industry, Inc.'s Registration Statement on Form S-4 filed with the Commission on March 8, 2001. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. Kellstrom Industries, Inc. March 8, 2001 By: /s/ Zivi R. Nedivi ------------------------------------------ Zivi R. Nedivi President and Chief Executive Officer 5 EX-99.(A)(2) 2 g67465ex99-a2.txt PRESS RELEASE ISSUED MARCH 8, 2001 1 Exhibit (a)(2) KELLSTROM INDUSTRIES, INC. ANNOUNCES EXCHANGE OFFER FOR CONVERTIBLE SUBORDINATED NOTES SUNRISE, FL, March 8, 2001 - Kellstrom Industries, Inc. (the "Company") today announced the commencement of an exchange offer for all $54 million of its outstanding series of 5 3/4% convertible subordinated notes due October 15, 2002 (CUSIP Nos. 488035AC0 and U48787AA0) and all $86.25 million of its outstanding series of 5 1/2% convertible subordinated notes due June 15, 2003 (CUSIP No. 488035AE6) (collectively, the "old notes"). Under the offer, holders can elect to exchange their old notes for either new 8 1/2% senior subordinated notes due 2008 or new 6% convertible subordinated notes due 2008 (collectively, the "new notes"). Holders will receive $1,000 principal amount of new notes for each $1,000 principal amount of their old notes, and will receive accrued and unpaid interest on their old notes in cash. The new 8-1/2% senior subordinated notes will rank equal in right of payment to the Company's existing senior subordinated notes, which were issued in November 2000. Both the new 8-1/2% senior subordinated notes and the 6% convertible subordinated notes will rank senior in right of payment to any old notes remaining outstanding after completion of the offer. No more than $30 million principal amount of new 8-1/2% senior subordinated notes will be issued in exchange for old notes. If the 8-1/2% note option is oversubscribed, the $30 million of 8-1/2% notes will be issued in exchange for old notes of either series tendered for the 8-1/2% note option, depending on the total participation of that series in the offer. The balance of the old notes tendered for the 8-1/2% note option over $30 million will be exchanged for new 6% convertible subordinated notes. If more than 75% of either series of old notes, but less than 75% of the other series of old notes, is tendered in the offer, then the new 8-1/2% senior subordinated notes will be issued, on a first priority basis, in exchange for old notes which are tendered for the 8-1/2% note option from the series which has at least 75% participation in the offer. If at least 75% of each series of old notes is tendered in the offer, then the new 8-1/2% senior subordinated notes will be issued, on an equal and proportionate basis, in exchange for all old notes which are tendered for the 8-1/2% note option. The exchange offer will expire at 5:00 p.m., New York City time, on April 5, 2001, unless extended. Holders must tender their old notes on or prior to the expiration date in order to receive new notes. The exchange offer is subject to the satisfaction of specified conditions, including receipt of valid tenders from holders of at least $105.25 million in aggregate principal amount of old notes and receipt of requisite consents to the exchange offer from the lenders under the Company's senior credit facility and the holder of the Company's existing senior subordinated notes. 2 The complete terms of the offer are contained in the preliminary Prospectus and Exchange Offer documents dated March 8, 2001. Banc of America Securities LLC is the exclusive dealer manager for the offer. D.F. King & Co., Inc. is the information agent and First Union National Bank is the depositary. Copies of the preliminary Prospectus and Exchange Offer documents can be obtained by calling D.F. King at (800) 928-0153. Additional information concerning the terms and conditions of the offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. Kellstrom Industries, Inc. is a leading aviation inventory management company. Its principal business is the purchasing, overhauling (through subcontractors), reselling and leasing of aircraft parts, aircraft engines and engine parts and it specializes in providing: o engines and engine parts for large turbo fan engines manufactured by CFM International, General Electric, Pratt & Whitney and Rolls Royce; o aircraft parts and turbojet engines and engine parts for large transport aircraft and helicopters; and o aircraft components including flight data recorders, electrical and mechanical equipment and radar and navigation equipment. The Company supplies its inventory to a broad base of domestic and international customers representing nearly all segments of the worldwide aviation industry. Its customers include major domestic and international airlines, military air forces, original equipment manufacturers, or "OEMs," and engine overhaul shops. Kellstrom allows its customers to reduce their inventory, inventory carrying costs and airborne equipment maintenance costs by offering a broad inventory of aircraft parts, aircraft engines and engine parts on a timely basis and at competitive prices. Kellstrom Industries, Inc. has filed a Registration Statement with the Securities and Exchange Commission on Form S-4 registering the new notes, the related guarantees and the underlying shares to be offered in the exchange offer as well as a Schedule TO. The Registration Statement and the preliminary Prospectus and Exchange Offer contained in the Registration Statement contain important information about Kellstrom Industries, the exchange offer and related matters. Security holders are urged to read the Registration Statement and the preliminary Prospectus and Exchange Offer, Kellstrom Industries' Schedule TO and any other relevant documents filed by Kellstrom Industries with the SEC. The Registration Statement has not yet become effective. The new notes may not be sold and, although holders of the old notes may tender their old notes, tenders may not be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or an offer to buy nor shall there be any sale of the new notes in any state in which such offer, solicitation or sale would be unlawful. 2 3 Security holders are able to obtain copies of the Registration Statement on Form S-4 and the preliminary Prospectus and Exchange Offer document, Kellstrom Industries' Schedule TO and any other relevant documents for free through the Web site maintained by the SEC at http://www.sec.gov. In addition, these documents are available free of charge by contacting the Information Agent for the offer, D.F. King & Co., at (800) 928-0153. If you have any questions about the offer, please call the Dealer Manager for the offer, Banc of America Securities LLC, at (888) 292-0070. The Company, from time to time, may make written or oral statements containing forward-looking information. This press release contains forward-looking statements regarding the exchange offer for its convertible subordinated notes. These forward-looking statements are based on many assumptions and factors, and are subject to many conditions, including adverse consequences relating to the Company's substantial debt, restrictions on the Company's business and operations imposed by the Company's lenders, the Company's ability to properly integrate acquired businesses, the Company's ability to acquire adequate inventory and to obtain favorable pricing for its inventory, possible write-downs of the Company's inventory, the Company's ability to arrange for the servicing of the Company's inventory by third-party contractors before resale or lease, possible product liability claims, customer concentration, and fluctuations in demand for the Company's products, which are dependent upon the condition of the airline industry. # # # 3 -----END PRIVACY-ENHANCED MESSAGE-----