-----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, CdJ33QrQcT3aX/yG2bM2KbGlTBpgfG6OSWHaRPg7VrG3MdYvfZrCstbdTGc72xGY ZB7y0fsToUnHH7drg3rmmw== 0000947871-06-001243.txt : 20060725 0000947871-06-001243.hdr.sgml : 20060725 20060724192244 ACCESSION NUMBER: 0000947871-06-001243 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060721 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060724 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 06977479 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 8-K 1 f8k_072406.txt CURRENT REPORT 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 Date of Report (Date of earliest event reported): July 21, 2006 BE AEROSPACE, INC. (Exact name of registrant as specified in charter) DELAWARE 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of incorporation) Identification No.) 1400 Corporate Center Way, Wellington, Florida 33414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 791-5000 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Exhibit Index Appears on page 4 ITEM 8.01. OTHER EVENTS. On July 21, 2006, BE Aerospace, Inc. (the "Company") issued a press release announcing the consideration to be paid in connection with its cash tender offer and consent solicitation for any and all of its outstanding $175.0 million aggregate principal amount of 8 1/2% Senior Notes due 2010 (the "Notes"). A copy of the press release is attached hereto as Exhibit 99.1. On July 21, 2006, the Company issued a press release announcing that, in connection with its cash tender offer and consent solicitation, it has received the requisite consents from holders of the Notes to amend the indenture governing the Notes. A copy of the press is attached hereto as Exhibit 99.2. 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. BE AEROSPACE, INC. By /s/ Thomas P. McCaffrey ---------------------------------------------- Name: Thomas P. McCaffrey Title: Senior Vice President of Administration and Chief Financial Officer Date: July 24, 2006 EXHIBIT INDEX Exhibit No. Description of Exhibits - --------------- ---------------------------- 99.1 Press release, dated July 21, 2006, issued by BE Aerospace, Inc. announcing pricing for its tender offer and consent solicitation for 8 1/2% Senior Notes due 2010. 99.2 Press release, dated July 21, 2006, issued by BE Aerospace, Inc. announcing receipt of requisite consents for its tender offer and consent solicitation for 8 1/2% Senior Notes due 2010. EX-99.1 2 ex99-1_072406.txt PRESS RELEASE EXHIBIT 99.1 [GRAPHIC OMITTED] #06-xx News Release CONTACT: Doug Dean Director, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES PRICING FOR CASH TENDER OFFER AND --------------------------------------------------------- CONSENT SOLICITATION FOR 8 1/2% SENIOR NOTES DUE 2010 ----------------------------------------------------- WELLINGTON, FL, July 21, 2006 - B/E Aerospace, Inc. (the "Company") (Nasdaq: BEAV) today announced the consideration to be paid in connection with its cash tender offer and consent solicitation for any and all of its outstanding $175.0 million aggregate principal amount of its 8 1/2% Senior Notes due 2010 (the "Notes"). The consideration to be paid for each Note validly tendered and not validly withdrawn on or prior to 5:00 p.m. New York City time on July 21, 2006 was based on a fixed spread of 50 basis points over the yield at 2:00 p.m. New York City time on July 21, 2006 of the 4.00% U.S. Treasury Note due September 30, 2007 and is $1,071.41 per $1,000 principal amount of Notes, assuming a July 26, 2006 payment date, which includes a consent payment of $20 per $1,000 principal amount of Notes. The consideration to be paid for each Note validly tendered and not validly withdrawn after 5:00 p.m. New York City time on July 21, 2006 but on or prior to 5:00 p.m. New York City time on August 7, 2006, the expiration date of the tender offer, is $1,051.41 per $1,000 principal amount of Notes, assuming an August 8, 2006 payment date, which will exclude any consent payment. The consent solicitation is scheduled to expire at 5:00 p.m. New York City time on July 21, 2006, unless extended or earlier terminated. The tender offer is scheduled to expire at 5:00 p.m. New York City time on August 7, 2006, unless extended or earlier terminated. The Company has retained UBS Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and Global Bondholder Services Corporation to serve as Depositary and Information Agent. Persons with questions regarding the tender offer and consent solicitation should contact UBS 2 Securities LLC toll free at (888) 722-9555 ext. 4210 and collect at (203) 719-4210, Credit Suisse Securities (USA) LLC toll free at (800) 820-1653 and collect at (212) 325-7596, and J.P. Morgan Securities Inc. collect at (212) 270-7407, or Global Bondholder Services Corporation at (866) 804-2200. Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 804-2200. This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation will be made only pursuant to the Offer to Purchase and Consent Solicitation Statement dated July 10, 2006 and related materials. About B/E Aerospace, Inc. B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin interior products, and a leading aftermarket distributor of aerospace fasteners. B/E designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E manufactured products include aircraft cabin seating, lighting, oxygen, and food and beverage preparation and storage equipment. The company also provides cabin interior design, reconfiguration and passenger-to-freighter conversion services. Products for the existing aircraft fleet - the aftermarket - generate about 60 percent of sales. B/E sells and supports its products through its own global direct sales and product support organization. For more information, visit B/E's website at www.beaerospace.com. EX-99.2 3 ex99-2_072406.txt PRESS RELEASE EXHIBIT 99.2 [GRAPHIC OMITTED] News Release CONTACT: Doug Dean Director, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES RECEIPT OF REQUISITE CONSENTS FOR --------------------------------------------------------- CASH TENDER OFFER AND CONSENT SOLICITATION FOR 8 1/2% SENIOR NOTES DUE 2010 --------------------------------------------------------------------------- WELLINGTON, FL, July 21, 2006 - B/E Aerospace, Inc. (the "Company") (Nasdaq: BEAV) today announced that, in connection with its cash tender offer and consent solicitation for its outstanding $175.0 million aggregate principal amount of its 8 1/2% Senior Notes due 2010 (the "Notes"), it has received the requisite consents from holders of the Notes to amend the indenture governing the Notes. The consent solicitation expired at 5:00 p.m. New York City time on July 21, 2006 (the "Consent Date"). After the expiration of the consent solicitation, the Company and The Bank of New York Trust Company, NA, the trustee under the indenture governing the Notes, entered into a supplemental indenture, which would amend the indenture under which the Notes were issued. The supplemental indenture will not become operative unless and until the Notes that have been validly tendered on or prior to the Consent Date are accepted for payment and paid for by the Company. The supplemental indenture, if it becomes operative, will amend the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. If the Notes are accepted for payment by the Company, the consideration to be paid for each Note validly tendered and not validly withdrawn on or prior to 5:00 p.m. on the Consent Date is $1,071.41 per $1,000 principal amount of Notes, assuming a July 26, 2006 payment date, which includes a consent payment of $20 per $1,000 principal amount of Notes. The consideration to be paid for each Note validly tendered and not validly withdrawn after 5:00 p.m. on the Consent Date but 2 on or prior to 5:00 p.m. New York City time on August 7, 2006, the scheduled expiration date of the tender offer, is $1,051.41 per $1,000 principal amount of Notes, assuming an August 8, 2006 payment date, which will exclude any consent payment. At 5:00 p.m. on the Consent Date, $174.94 million aggregate principal amount of Notes had been validly tendered and not withdrawn. The Company has retained UBS Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and Global Bondholder Services Corporation to serve as Depositary and Information Agent. Persons with questions regarding the tender offer and consent solicitation should contact UBS Securities LLC toll free at (888) 722-9555 ext. 4210 and collect at (203) 719-4210, Credit Suisse Securities (USA) LLC toll free at (800) 820-1653 and collect at (212) 325-7596, and J.P. Morgan Securities Inc. collect at (212) 270-7407, or Global Bondholder Services Corporation at (866) 804-2200. Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 804-2200. This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation is being made only pursuant to the Offer to Purchase and Consent Solicitation dated July 10, 2006 and related materials. About B/E Aerospace, Inc. B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin interior products, and a leading aftermarket distributor of aerospace fasteners. B/E designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E manufactured products include aircraft cabin seating, lighting, oxygen, and food and beverage preparation and storage equipment. The company also provides cabin interior design, reconfiguration and passenger-to-freighter conversion services. Products for the existing aircraft fleet - the aftermarket - generate about 60 percent of sales. B/E sells and supports its products through its own global direct sales and product support organization. For more information, visit B/E's website at www.beaerospace.com. -----END PRIVACY-ENHANCED MESSAGE-----