-----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, HJmsKpSd+keAqWlbmVzvWwjSAyqP9MDswBgQoGTziN5NU7GntzJLBt4Xj6/7VkLb jlFzhl1ej4njN1vJIAf3QA== 0000947871-03-001666.txt : 20030716 0000947871-03-001666.hdr.sgml : 20030716 20030716171157 ACCESSION NUMBER: 0000947871-03-001666 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BE AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0222 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41351 FILM NUMBER: 03789845 BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CTR WY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BE AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0222 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CTR WY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 SC TO-I/A 1 schto_071603.txt SCHEDULE TO I/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE TO (Rule 13e-4) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) BE AEROSPACE, INC. (Name of Subject Company (Issuer)) ---------------- BE AEROSPACE, INC. (Name of Filing Person (Issuer and Offeror)) ---------------- Options to purchase common stock, par value $0.01 per share (Title of Class of Securities) ---------------- 073302101 (CUSIP Number of Class of Securities of Underlying Common Stock) ---------------- Edmund J. Moriarty, Esq. Vice President, General Counsel and Secretary BE Aerospace, Inc. General Counsel 1400 Corporate Center Way Wellington, Florida 33414 (561) 791-5000 (561) 791-3966 (Fax) (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: John J. Cannon III Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022-6069 (212) 848-4000 Calculation of Filing Fee ==================================== ========================================== Transaction valuation* Amount of filing fee - ------------------------------------ ------------------------------------------ $4,959,898 $991.18 * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,900,221 shares of common stock of BE Aerospace, Inc. having an aggregate value of $4,959,898 as of June 19, 2003 will be exchanged and/or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check the 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, or the Form or Schedule and the date of its filing. Amount Previously Paid: $991.18 Filing Party: BE Aerospace, Inc. Form or Registration No.: Schedule TO Date Filed: June 23, 2003 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 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. [_] ------------------------------------------------------- Item 1. Exhibits. (a)(1) Offer to Exchange, dated June 23, 2003. (a)(2) Email to Employees regarding the Stock Option Exchange Program, dated June 23, 2003, attaching the Cover Letter, Offer to Exchange, Summary of Stock Option Position of each participant and Listing of Stock Options that qualify for the exchange of each participant. (a)(3) Cover Letter to the Offer to Exchange, dated June 23, 2003. (a)(4) Form of Acceptance Letter for participants in the United States and the Netherlands. (a)(5) Form of Acceptance Letter for UK participants only. (a)(6) Form of Withdrawal Letter for participants in the United States and the Netherlands. (a)(7) Form of Withdrawal Letter for UK participants only. (a)(8) Form of Summary of Stock Option Position of each participant. (a)(9) Form of Listing of Stock Options that qualify for the exchange of each participant. (a)(10) BE Aerospace's Proxy Statement on Schedule 14A, previously filed with the SEC on April 25, 2003 and incorporated by reference to Exhibit 99.1 on Schedule TO-C filed by the Company on June 5, 2003. (a)(11) BE Aerospace's Annual Report on Form 10-K for the transition period from February 24, 2002 to December 31, 2002, previously filed with the SEC on March 26, 2003 and incorporated herein by reference. (a)(12) BE Aerospace's Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2003, previously filed with the SEC on May 8, 2003 and incorporated herein by reference. (a)(13) Email to Employees, dated July 16, 2003. (b) None. (d)(1) BE Aerospace Amended and Restated 1989 Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-14037), previously filed with the SEC on October 15, 1996), together with Amendment Number 1 (incorporated by reference to the Registration Statement on Form S-8) (No. 333-89145), previously filed with the SEC on October 15, 1999. (d)(2) BE Aerospace 1991 Directors' Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-48010), previously filed with the SEC on May 26, 1992. (d)(3) BE Aerospace United Kingdom 1992 Employee Share Option Scheme (incorporated by reference to the Registration Statement on Form S-1, as amended) (File No. 333-54146), previously filed with the SEC on November 3, 1992. (d)(4) BE Aerospace 1996 Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-14037), previously filed with the SEC on October 15, 1996, together with Amendment Number 1 (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-89145), previously filed with the SEC on October 15, 1999 and Amendment Number 2 (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-30578), previously filed with the SEC on February 16, 2000. (d)(5) BE Aerospace 2001 Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-71442), previously filed with the SEC on October 1, 2001. (d)(6) BE Aerospace 2001 Directors' Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-71442), previously filed with the SEC on October 1, 2001. (d)(7) Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated 1989 Stock Option Plan. (d)(8) Form of Stock Option Agreement pursuant to the 1991 Directors' Stock Option Plan. (d)(9) Form of Stock Option Agreement pursuant to the United Kingdom 1992 Employee Share Option Scheme. (d)(10) Form of Stock Option Agreement pursuant to the 1996 Stock Option Plan. (d)(11) Form of Nonqualified Stock Option Agreement pursuant to the 2001 Stock Option Plan. (d)(12) Form of Stock Option Agreement pursuant to the 2001 Directors' Stock Option Plan. (d)(13) Form of Incentive Stock Option Agreement pursuant to the Amended and Restated 1989 Stock Option Plan. (d)(14) Form of Incentive Stock Option Agreement pursuant to the 2001 Stock Option Plan. (g) None. (h) None. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BE AEROSPACE, INC. /s/ Jeffrey P. Holtzman ------------------------------- Jeffrey P. Holtzman Vice President - Finance and Treasurer Date: July 16, 2003 EXHIBIT INDEX Exhibit No. Description (a)(1) Offer to Exchange, dated June 23, 2003.* (a)(2) Email to Employees regarding the Stock Option Exchange Program, dated June 23, 2003, attaching the Cover Letter, Offer to Exchange, Summary of Stock Option Position of each participant and Listing of Stock Options that qualify for the exchange of each participant.** (a)(3) Cover Letter to the Offer to Exchange, dated June 23, 2003.** (a)(4) Form of Acceptance Letter for participants in the United States and the Netherlands.** (a)(5) Form of Acceptance Letter for UK participants only.** (a)(6) Form of Withdrawal Letter for participants in the United States and the Netherlands.** (a)(7) Form of Withdrawal Letter for UK participants only.** (a)(8) Form of Summary of Stock Option Position of each participant.** (a)(9) Form of Listing of Stock Options that qualify for the exchange of each participant.** (a)(10) BE Aerospace's Proxy Statement on Schedule 14A, previously filed with the SEC on April 25, 2003 and incorporated by reference to Exhibit 99.1 on Schedule TO-C filed by the Company on June 5, 2003.** (a)(11) BE Aerospace's Annual Report on Form 10-K for the transition period from February 24, 2002 to December 31, 2002, previously filed with the SEC on March 26, 2003 and incorporated herein by reference.** (a)(12) BE Aerospace's Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2003, previously filed with the SEC on May 8, 2003 and incorporated herein by reference.** (a)(13) Email to Employees, dated July 16, 2003. (d)(1) BE Aerospace Amended and Restated 1989 Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-14037), previously filed with the SEC on October 15, 1996), together with Amendment Number 1 (incorporated by reference to the Registration Statement on Form S-8) (No. 333-89145), previously filed with the SEC on October 15, 1999.** (d)(2) BE Aerospace 1991 Directors' Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-48010), previously field with the SEC on May 26, 1992.** (d)(3) BE Aerospace United Kingdom 1992 Employee Share Option Scheme (incorporated by reference to the Registration Statement on Form S-1, as amended) (File No. 333-54146), previously filed with the SEC on November 3, 1992.** (d)(4) BE Aerospace 1996 Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-14037), previously filed with the SEC on October 15, 1996, together with Amendment Number 1 (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-89145), previously filed with the SEC on October 15, 1999 and Amendment Number 2 (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-30578), previously filed with the SEC on February 16, 2000.** (d)(5) BE Aerospace 2001 Stock Option Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-71442), previously filed with the SEC on October 1, 2001.** (d)(6) BE Aerospace 2001 Directors' Plan (incorporated by reference to the Registration Statement on Form S-8) (File No. 333-71442), previously filed with the SEC on October 1, 2001.** (d)(7) Form of Nonqualified Stock Option Agreement pursuant to the Amended and Restated 1989 Stock Option Plan.** (d)(8) Form of Stock Option Agreement pursuant to the 1991 Directors' Stock Option Plan.** (d)(9) Form of Stock Option Agreement pursuant to the United Kingdom 1992 Employee Share Option Scheme.** (d)(10) Form of Stock Option Agreement pursuant to the 1996 Stock Option Plan.** (d)(11) Form of Nonqualified Stock Option Agreement pursuant to the 2001 Stock Option Plan.** (d)(12) Form of Stock Option Agreement pursuant to the 2001 Directors' Stock Option Plan.** (d)(13) Form of Incentive Stock Option Agreement pursuant to the Amended and Restated 1989 Stock Option Plan.** (d)(14) Form of Incentive Stock Option Agreement pursuant to the 2001 Stock Option Plan.** - ----------------- * Incorporated by reference to Amendment No. 1 to the Schedule TO filed by BE Aerospace, Inc. on July 7, 2003 and to the Schedule TO filed by BE Aerospace, Inc. on June 23, 2003. ** Incorporated by reference to the Schedule TO filed by BE Aerospace, Inc. on June 23, 2003. EX-99.(A)(13) 3 ex13a_071603.txt STOCK OPTION EXCHANGE PROGRAM REMINDER Exhibit (a)(13) FORM OF EMPLOYEE EMAIL B/E AEROSPACE STOCK OPTION EXCHANGE PROGRAM - REMINDER THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON TUESDAY, JULY 22, 2003 You have received information relating to BE Aerospace's offer to exchange all of your eligible stock options for new stock options. The eligible options are each option to purchase shares of BE Aerospace common stock with an exercise price equal to or in excess of $12.00 per share that were granted under BE Aerospace's Amended and Restated 1989 Stock Option Plan, 1991 Directors' Stock Option Plan, United Kingdom 1992 Employee Share Option Scheme, 1996 Stock Option Plan, 2001 Stock Option Plan and 2001 Directors' Stock Option Plan. If you have not received this information, please call me at (561) 791-5000 ext. 1402 immediately. The offer is a three-for-one exchange. BE Aerospace will grant one new stock option to purchase one share of BE Aerospace common stock for every three eligible stock options tendered in the offer. Your new stock options will be granted under BE Aerospace's 1996 Stock Option Plan, 2001 Stock Option Plan and/or 2001 Directors' Stock Option Plan. The exercise price of the new stock options will be equal to the closing price of BE Aerospace common stock as reported on the Nasdaq National Market on the trading day immediately preceding the date of grant. Unless the offer is extended by BE Aerospace, the date of grant is expected to be January 26, 2004, which is the first business day after the date that is six months and one day after the eligible stock options are cancelled pursuant to the offer. Unless the offer is extended by BE Aerospace, the offer is scheduled to expire at 5:00 p.m., Eastern Time on Tuesday, July 22, 2003. To validly accept the offer, you must deliver to BE Aerospace the signature page of the Acceptance Letter (using the form attached as Schedule B of the Offer to Exchange) or a facsimile thereof, properly completed and signed by you before the expiration of the offer at the following address or facsimile number: BE Aerospace Inc. Attention: Jeffrey P. Holtzman Vice President - Finance and Treasurer 1400 Corporate Center Way Wellington, FL 33414 Telephone number: (561) 791-5000 ext. 1402 Facsimile number: (561) 791-3966 BE Aerospace will only accept delivery of the signed signature page of the Acceptance Letter by regular external mail, hand delivery or facsimile. Delivery by email or interoffice mail will NOT be accepted. If you choose to deliver your signature page by external mail, BE Aerospace recommends that you use registered mail with return receipt requested. You do not need to return the option agreements governing your eligible stock options to effectively accept the offer. Such agreements will be null and void upon BE Aerospace's acceptance of your Acceptance Letter and cancellation of your eligible stock options pursuant to the offer. You will not be considered to have accepted the offer until BE Aerospace receives your executed signature page in accordance with the instructions above and in the Offer to Exchange. If you have not already done so, you are urged to read the Offer to Exchange and the Acceptance Letter (attached as Schedule B of the Offer to Exchange) carefully and in their entirety as they contain important information related to the offer. Participation in the offer is voluntary, and you should evaluate carefully all of the information in the Offer to Exchange and the Acceptance Letter before deciding whether or not to tender your eligible stock options. Any questions or requests for assistance or copies of any of the documents related to the offer may be directed to me at (561) 791-5000 ext. 1402 or via email: jeff_holtzman@beaerospace.com. Copies of the Offer to Exchange and other related documents will be furnished at BE Aerospace's expense upon request. -----END PRIVACY-ENHANCED MESSAGE-----