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
May 7, 2013
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)
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1-6263 |
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36-2334820 |
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(Commission File Number) |
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(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On May 7, 2013, AAR CORP. (the “Company”) announced that John Fortson will join the Company on July 1, 2013 as Vice President, Finance, and will become Vice President, Chief Financial Officer and Treasurer, effective July 19, 2013, or as soon as possible following the Company’s filing of its annual report on Form 10-K for the fiscal year ending May 31, 2013. Michael J. Sharp will continue to serve as acting Chief Financial Officer of the Company until Mr. Fortson assumes his responsibilities as Vice President, Chief Financial Officer and Treasurer, at which time Mr. Sharp will continue to serve as Vice President, Controller and Chief Accounting Officer of the Company.
Mr. Fortson, 45, joins the Company from Bank of America Merrill Lynch where he has been a Managing Director of Investment Banking. Based in Chicago, Mr. Fortson was a relationship manager covering industrial companies throughout the United States and worked closely with colleagues in Europe and Asia to coordinate coverage of capital equipment and heavy machinery companies globally. At Bank of America Merrill Lynch, Mr. Fortson was responsible for both strategic and financing advisory services for his clients and has experience in mergers and acquisitions, capital structure optimization, as well as equity, equity-linked and debt capital-raising. Mr. Fortson joined Merrill Lynch in 1998 and was promoted to Managing Director in 2007. He has worked in Merrill Lynch’s New York, London and Chicago offices. As a member of the London-based corporate finance team, Mr. Fortson worked on transactions in Italy, the United Kingdom, Switzerland, France, South Africa and Israel. Before joining the London team, Mr. Fortson was a member of the Financial Sponsors coverage team in New York.
While at Bank of America Merrill Lynch, Mr. Fortson represented the Company in numerous capital financings, including the Company’s $150 million offering of 7-1/4% senior notes in April 2013 in which Bank of America Merrill Lynch served as joint book-running manager and representative of the initial purchasers.
Mr. Fortson is a graduate of the United States Military Academy at West Point, NY and received an MBA from Duke University’s Fuqua School of Business in Durham, NC. Before becoming an investment banker, Mr. Fortson spent seven years as an infantry officer in the United States Army. His last assignment was as a parachute rifle company commander in the 82d Airborne Division based at Fort Bragg, NC.
Effective July 1, 2013, Mr. Fortson’s compensation will include:
· Annual base salary of $400,000;
· Annual cash bonus opportunity of 90% of base salary if targets are met, with a maximum cash bonus opportunity of 200% of base salary;
· Eligibility for annual equity awards (which may include stock options, performance-based restricted stock and/or time-based restricted stock), with a value in fiscal 2014 of $700,000; and
· Other benefits provided to executive officers of the Company as described in the Company’s proxy statement filed with the Securities and Exchange Commission on September 1, 2012.
The Company will enter into a severance and change in control agreement with Mr. Fortson in the form entered into with certain other executive officers of the Company (see Exhibit 10.1 to the Company’s current report on Form 8-K dated July 11, 2008 and Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended February 29, 2009) and an indemnification agreement in the form entered into with directors and officers of the Company (see Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended August 31, 2008).
A copy of the Company’s press release announcing Mr. Fortson’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release issued by AAR CORP. on May 7, 2013.
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.
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Date: May 8, 2013 |
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AAR CORP. | |
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By: |
/s/ Robert J. Regan |
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Robert J. Regan |
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Vice President, General Counsel and Secretary |
Exhibit 99.1
NEWS
For Immediate Release
AAR to Name John Fortson as New Chief Financial Officer
Extensive background in global strategic finance and institutional capital markets
WOOD DALE, Illinois, May 7, 2013 — AAR CORP. (NYSE: AIR), a leading provider of value-added products and services to the worldwide aerospace, government and defense industries, today announced that John Fortson will join the Company on July 1, 2013 as Vice President of Finance. Fortson will then become Vice President, Chief Financial Officer and Treasurer on July 19, 2013, or as soon as possible following the filing of the Company’s Form 10-K for its fiscal year ending May 31, 2013.
Mr. Fortson, 45, joins the Company from Bank of America Merrill Lynch, where he held the position of Managing Director, Investment Banking. Fortson joined Merrill Lynch in 1998 and was promoted to Managing Director in 2007. His client base and scope of work has extended beyond U.S.-based companies to Italy, the United Kingdom, Switzerland, France, South Africa and Israel. Prior to joining Merrill Lynch, Fortson served for seven years as an infantry officer in the U.S. Army, with his final assignment as a company commander in the storied 82d Airborne Division, Fort Bragg, N.C. He is a graduate of the United States Military Academy at West Point and received an MBA from Duke University’s Fuqua School of Business.
“We are very pleased to welcome John to AAR’s senior leadership team,” said David P. Storch, Chairman and Chief Executive Officer, AAR CORP. “John brings extensive financial expertise to the Company, with more than 14 years of experience in international capital markets. His leadership and insights will be invaluable as we execute AAR’s plans for continued growth.”
Storch continued, “I would like to acknowledge Michael J. Sharp, who has served as acting Chief Financial Officer since 2012. Mike has done an outstanding job during this interim period and we look forward to his ongoing contributions as AAR’s Vice President, Controller and Chief Accounting Officer.”
About AAR
AAR is a global aerospace and defense contractor that employs more than 6,000 people in 17 countries. Based in Wood Dale, Illinois, AAR supports commercial, government and defense customers through two operating segments: Aviation Services and Technology Products. AAR’s services include inventory management and parts distribution; aircraft maintenance, repair and overhaul; and expeditionary airlift. AAR’s products include cargo systems and containers;
mobility systems and shelters; advanced aerostructures; and command and control systems. More information can be found at www.aarcorp.com.
Contact: Shawn Taylor at 312-371-6260, Chris Mason at 630-227-2062, or email editor@aarcorp.com.
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 1A, entitled “Risk Factors”, included in the Company’s Form 10-K for the fiscal year ended May 31, 2012. 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 update 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.