-----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, LWBi1uW1cYiSdzEdFiChhy8I/4ZUYtIDcosfZoUaccXerPP4prC46jwlD8xHLani n3qw6zri40aBIiolR90cZA== 0001104659-04-009891.txt : 20040412 0001104659-04-009891.hdr.sgml : 20040412 20040412155703 ACCESSION NUMBER: 0001104659-04-009891 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040412 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040412 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: 04728636 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 a04-4384_18k.htm 8-K

 

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

 

April 12, 2004

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

 

 

 

Item 7.                    Financial Statements and Exhibits

 

(c)           Exhibits

 

99.1         Press Release dated April 8, 2004 issued by AAR CORP.

 

Item 12.                 Results of Operations and Financial Condition

 

On April 8, 2004, AAR CORP. (the “Company”) issued a press release announcing that in conjunction with the filing of its Form 10-Q for the quarter ended February 29, 2004, it recorded an additional expense resulting from an unfavorable Court ruling relating to an engine lease transaction that expired in August 2001.  A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

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:      April 12, 2004

 

 

 

 

 

 

AAR CORP.

 

 

 

 

 

 

 

By:

/s/ TIMOTHY J. ROMENESKO

 

 

Timothy J. Romenesko

 

 

Vice President-Chief Financial Officer &
Treasurer

 

3

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release dated April 8, 2004 issued by AAR CORP.

 

4

 EX-99.1 3 a04-4384_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS

For immediate release

 

Contact:

Timothy J. Romenesko

 

Vice President, Chief Financial Officer

 

(630) 227-2090

 

e-mail address: tromenesko@aarcorp.com

 

web address: www.aarcorp.com

 

AAR FILES FORM 10-Q WITH UPDATED RESULTS

 

WOOD DALE, ILLINOIS (April 8, 2004) – AAR (NYSE: AIR) announced today that in conjunction with the filing of its Form 10-Q for the quarter ended February 29, 2004, it has recorded an additional expense resulting from an unfavorable Court ruling relating to an engine lease transaction that expired in August 2001.  Upon becoming final, the Court’s ruling, issued on April 2 and received by the Company on April 5, will require the Company to return funds the Company had drawn on a letter of credit posted by the lessee, plus interest.

 

In accordance with generally accepted accounting principles, the Company is including the effects of the Court’s ruling in its fiscal 2004 third quarter financial statements.  This is a Type 1 subsequent event since it occurred after the end of the third quarter but prior to the filing of the Company’s third quarter Form 10-Q.  Although the Company had reserved for this matter, management’s estimate of the additional cost from this litigation exceeds the reserve.  As a result, the Company recorded a $1.6 million pre-tax expense in its third quarter.  This expense changes the Company’s previously announced third quarter results.  Accordingly, net income and earnings per share for the third quarter 2004 have been revised from $3.0 million or $0.09 per share to $2.0 million or $0.06 per share, respectively.

 

The Court’s ruling is related to a counterclaim for damages filed by AAR for a breach of contract by the lessee in an aircraft engine transaction.  While the Court ruled in favor of AAR as to the lessee’s breach of contract, AAR’s counterclaim for damages for the lessee’s breach was largely rejected and the Court ordered AAR to return the proceeds it had drawn on the letter of credit.  The Company is reviewing the Court’s action and intends to vigorously pursue avenues of appeal that it believes are available.

 

# # #

 

This press release contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, including those factors discussed under Item 7, entitled “Factors Which May Affect Future Results”, included in the Company’s May 31, 2003 Form 10-K. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described.  These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control.  The Company assumes no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. For additional information, see the comments included in AAR’s filings with the Securities and Exchange Commission.

 

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