-----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, VtBlL1FqwYv1GoIJQw57AI3Hhw0COfSv7dJGWu2cwn/F31zCe5ZjbPV940iQyGxr SghHOyhDu+Pt63dD0tcrtA== 0000950144-01-503452.txt : 20010613 0000950144-01-503452.hdr.sgml : 20010613 ACCESSION NUMBER: 0000950144-01-503452 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010612 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/A SEC ACT: SEC FILE NUMBER: 005-45139 FILM NUMBER: 1659111 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/A 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/A 1 g69707a5scto-ia.txt KELLSTROM INDUSTRIES, INC. AMEND NO. 5 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. 5) 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 3701 Flamingo Parkway Miramar, Florida 33027 (954) 538-2000 (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 - -------------------------------------------------------------------------------- $96,000,000 $24,000(1) ================================================================================
(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 [X] 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 Amendment No. 5 to the Tender Offer Statement on Schedule TO is being filed by Kellstrom Industries, Inc., a Delaware corporation ("Kellstrom Industries"), pursuant to Section 13(e) of the Securities Exchange Act of 1934 in connection with its offer to exchange up to $96,000,000 aggregate principal amount of our old convertible subordinated notes, which may include up to $54,000,000 of your old 5 3/4% convertible subordinated notes due October 15, 2002 and/or up to $86,250,000 of your old 5 1/2% convertible subordinated notes due June 15, 2003 (collectively, the "Old Notes"), in any combination totaling no more than $96,000,000 in aggregate principal amount of old notes for up to a maximum of $30,000,000 in aggregate principal amount of new 8 1/2% Senior Subordinated Notes due March 31, to 2008, up to a maximum of $30,000,000 in aggregate principal amount of new 7% Mandatorily Redeemable Subordinated Notes due March 31, 2008 or up to a maximum of $18,000,000 in aggregate principal amount of new 6% Convertible Subordinated Notes due March 31, 2008, each 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, as amended on Amendment No. 1 to Form S-4 filed with the Securities and Exchange Commission (the "Commission") on April 30, 2001 and as further amended on Amendment No. 2 to Form S-4 filed with the Commission on June 12, 2001 (the "Registration Statement"). The information in the Registration Statement, including the exhibits thereto, are hereby expressly incorporated by reference in response to all the items of this Schedule TO, except as otherwise set forth below. Kellstrom Industries hereby amends and supplements the Schedule TO as follows: 2 3 ITEM 12. EXHIBITS. (a)(13)* Prospectus and Exchange Offer dated June 12, 2001. (a)(14) Press Release Issued June 12, 2001. * Incorporated by reference to Kellstrom Industries, Inc.'s Amendment No. 2 to Registration Statement on Form S-4 filed with the Commission on June 12, 2001 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. June 12, 2001 By: /s/ Zivi R. Nedivi ------------------------------------------ Zivi R. Nedivi President and Chief Executive Officer 4 EX-99.(A)(14) 2 g69707a5ex99-a14.txt PRESS RELEASE 1 Exhibit (a)(14) FOR IMMEDIATE RELEASE KELLSTROM INDUSTRIES, INC. ANNOUNCES AMENDMENTS TO ITS PENDING EXCHANGE OFFER FOR CONVERTIBLE SUBORDINATED NOTES Miramar, Fla. - June 12, 2001 - Kellstrom Industries, Inc. (NASDAQ: KELL) today announced that it has amended its pending exchange offer for its outstanding 5-3/4% convertible subordinated notes due October 15, 2002 (CUSIP Nos. 488035AC0 and U48787AA0) and 5-1/2% convertible subordinated notes due June 15, 2003 (CUSIP No. 488035AE6). Under the amended offer, Kellstrom is offering to exchange up to $96 million principal amount of old notes, which may include up to $54 million of old 5-3/4% notes and/or up to $86.25 million of old 5-1/2% notes, in any combination totaling no more than $96 million in aggregate. Noteholders can choose to exchange old notes for any of the following three options: o new senior subordinated notes (Option I); o new mandatorily redeemable notes (Option II); or, o new convertible subordinated notes (Option III). Holders do not have to choose the same series of new notes for all of the old notes that they tender. o Noteholders who choose new senior subordinated notes (Option I) will receive $1,000 principal amount of new 8-1/2% senior subordinated notes due March 31, 2008 for each $1,000 principal amount of old notes. However, Kellstrom will issue no more than $30 million principal amount of new senior subordinated notes. The new senior subordinated notes will be senior subordinated obligations of Kellstrom and will be guaranteed on a senior subordinated basis by Kellstrom's material subsidiaries. o Noteholders who choose new mandatorily redeemable notes (Option II) will receive $1,000 principal amount of new 7% mandatorily redeemable subordinated notes due March 31, 2008 for each $1,000 principal amount of old notes. However, Kellstrom will issue no more than $30 million principal amount of mandatorily redeemable notes. Kellstrom will be required to make scheduled principal payments on the mandatorily redeemable notes, commencing on March 31, 2002 and continuing on March 31 of each year through 2008. o Noteholders who choose new convertible subordinated notes (Option III) will receive $500 principal amount of new 6% convertible subordinated notes due March 31, 2008 for each $1,000 principal amount of old notes. However, Kellstrom will issue no more than $18 million principal amount of new convertible notes. The conversion price of the new convertible notes will be $7.56 per share, subject to customary adjustment provisions. If tenders for new senior subordinated notes (Option I) exceed $30 million of old notes, the excess tenders will automatically be considered tenders for new mandatorily redeemable notes (Option II). If tenders for new mandatorily redeemable notes exceed $30 million of old notes, the excess tenders will 2 automatically be considered tenders for new convertible subordinated notes (Option III). If tenders for new convertible subordinated notes exceed $36 million of old notes, the excess tenders will not be accepted. Each series of new notes will be issued on a first priority basis in exchange for 5-3/4% convertible subordinated notes due 2002. Accordingly, all the new senior subordinated notes, mandatorily redeemable notes or convertible notes, as applicable, will be issued in exchange for all old 5-3/4% notes that were tendered for such new series before any new notes of that series are issued in exchange for old 5-1/2% notes. Old 5-3/4% notes tendered for any series of new notes will be accepted on a pro rata basis from all tendering holders of old 5-3/4% notes. Old 5-1/2% notes tendered for any series of new notes will be accepted on a pro rata basis from all tendering holders of old 5-1/2% notes. If the exchange offer is fully subscribed, a total of $78 million principal amount of new notes will be issued. All the new notes issued in the offer will rank senior in right of payment to the old notes that remain outstanding after consummation of the offer. A minimum of $44.25 million and a maximum of $55.25 million of old notes will remain outstanding. After consummation of the offer, Kellstrom's outstanding debt will rank in right of payment as follows: first, senior debt, including Kellstrom's $250 million secured credit facility; second, the new senior subordinated notes issued in the offer and Kellstrom's $30 million of 13% senior subordinated notes due 2007, which were issued in November 2000; third, the new mandatorily redeemable notes and the new convertible notes issued in the offer; and last, the remaining old 5-3/4% notes and old 5-1/2% notes. Kellstrom will pay accrued interest in cash on all old notes accepted for purchase in the offer. The expiration date for the offer will be 5:00 p.m., New York City time, on June 26, 2001, unless earlier terminated or extended. Holders must tender their old notes on or prior to the expiration date in order to receive new notes. As of 5:00 p.m., New York City time, on June 11, 2001, the Company had received tenders from holders of $23.2 million in aggregate principal amount of the 5-3/4% convertible subordinated notes, representing 42.7% of the outstanding 5-3/4% notes, and $10.7 million in aggregate principal amount of the 5-1/2% convertible subordinated notes, representing 11.9% of the outstanding 5-1/2% notes. The offer is subject to the satisfaction of specified conditions, including the receipt of tenders for at least $85 million principal amount of old notes, the receipt of requisite consents to the exchange offer from the lenders under Kellstrom's senior credit facility and receipt of consent from the holder of Kellstrom's existing senior subordinated notes. The complete terms of the offer are contained in the amended Preliminary Prospectus and Exchange Offer documents dated June 12, 2001. 3 Banc of America Securities LLC is the exclusive dealer manager for the exchange 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 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. Headquartered in Miramar, FL, Kellstrom specializes in providing: engines and engine parts for large turbo fan engines manufactured by CFM International, General Electric, Pratt & Whitney and Rolls Royce; aircraft parts and turbojet engines and engine parts for large transport aircraft and helicopters; and aircraft components including flight data recorders, electrical and mechanical equipment and radar and navigation equipment. Kellstrom has filed a Registration Statement with the SEC 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 Preliminary Prospectus and Exchange Offer document contained in the Registration Statement contain important information about Kellstrom, the exchange offer and related matters. Noteholders are urged to read the Registration Statement and the Preliminary Prospectus and Exchange Offer documents, Kellstrom's Schedule TO and any other relevant documents Kellstrom filed 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. Noteholders are able to obtain copies of the Registration Statement on Form S-4 and the Preliminary Prospectus and Exchange Offer document, Kellstrom's Schedule TO and any other relevant documents for free through the website 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. CONTACT: Banc of America Securities LLC Sam McNeil/Andrew Karp at (704) 386-1758 # # # -----END PRIVACY-ENHANCED MESSAGE-----