-----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, VANiIXuCoy541Pz33EHOdcyeA27+EzrfYG7WrNlm+2t7720DvpN+R701M5Nw66SW T/EQS6lRjFM9ytsPhxpMRA== 0000947871-06-001316.txt : 20060808 0000947871-06-001316.hdr.sgml : 20060808 20060808145746 ACCESSION NUMBER: 0000947871-06-001316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060808 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060808 DATE AS OF CHANGE: 20060808 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: 061012562 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_080706.txt FORM 8K, 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): August 8, 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 August 8, 2006, BE Aerospace, Inc. issued a press release announcing the expiration of its cash tender offer for its outstanding $175.0 million aggregate principal amount of 8 1/2% Senior Notes due 2010. A copy of the press release is attached hereto as Exhibit 99.1. 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: August 8, 2006 EXHIBIT INDEX Exhibit No. Description of Exhibits - ---------- ---------------------------- 99.1 Press release, dated August 8, 2006, issued by BE Aerospace, Inc. announcing the expiration of its cash tender offer for its outstanding 8 1/2% Senior Notes due 2010. EX-99.1 2 ex99-1_080706.txt PRESS RELEASE Exhibit 99.1 [BE AEROSPACE LOGO] News Release CONTACT: Doug Dean Director, Investor Relations B/E Aerospace, Inc. (561) 791-5000 ext. 1450 B/E AEROSPACE ANNOUNCES COMPLETION OF TENDER OFFER FOR 8-1/2% SENIOR NOTES DUE 2010 ------------------------------------------------------------- WELLINGTON, FL, August 8, 2006 - B/E Aerospace, Inc. (the "Company") (Nasdaq: BEAV) today announced that its cash tender offer for its outstanding $175.0 million aggregate principal amount of its 8-1/2% Senior Notes due 2010 (the "Notes") expired at 5:00 p.m., New York City time, on August 7, 2006. As previously announced on July 26, 2006, the Company accepted for payment and paid for $174.94 million aggregate principal amount of the Notes, which were tendered by holders on or prior to the expiration of the related consent solicitation at 5:00 p.m. New York City time on July 21, 2006, representing 99.97% of the outstanding Notes. In addition, as previously announced on July 21, 2006, the related consent solicitation expired at 5:00 p.m. New York City time on July 21, 2006, after which 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 amended the indenture governing the notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. UBS Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. served as Dealer Managers, and Global Bondholder Services Corporation served 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. 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 was being Page 2 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-----