-----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, CvZbb5QHeWAyAlYLoykkqThmHKlMospBfZIPJTgrbQPOQWo4QMhOQy9rt35vMiyj BX2f/190pO2ycA1CjVImpg== 0000950144-01-504328.txt : 20010710 0000950144-01-504328.hdr.sgml : 20010710 ACCESSION NUMBER: 0000950144-01-504328 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLSTROM INDUSTRIES INC CENTRAL INDEX KEY: 0000918275 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 133753725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-45139 FILM NUMBER: 1676978 BUSINESS ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548450427 MAIL ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: ISRAEL TECH ACQUISITION CORP DATE OF NAME CHANGE: 19940301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLSTROM INDUSTRIES INC CENTRAL INDEX KEY: 0000918275 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 133753725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 BUSINESS PHONE: 9548450427 MAIL ADDRESS: STREET 1: 1100 INTERNATIONAL PARKWAY CITY: SUNRISE STATE: FL ZIP: 33323 FORMER COMPANY: FORMER CONFORMED NAME: ISRAEL TECH ACQUISITION CORP DATE OF NAME CHANGE: 19940301 SC TO-I/A 1 g69707a8scto-ia.txt KELLSTROM INDUSTRIES, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) Kellstrom Industries, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) 5 3/4% Convertible Subordinated Notes due October 15, 2002 5 1/2% Convertible Subordinated Notes due June 15, 2003 (Titles of Classes of Securities) (488035ACO or U4878AAO) 5 3/4% Convertible Subordinated Notes due October 15, 2002 (48835AE6) 5 1/2% Convertible Subordinated Notes due June 15, 2003 (CUSIP Numbers of Classes of Securities) Zivi R. Nedivi President and Chief Executive Officer 3701 Flamingo Parkway Miramar, Florida 33027 (954) 538-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPY TO: Bruce I. March, Esq. Robert C. Boehm, Esq. Akerman, Senterfitt & Eidson, P.A. SunTrust International Center, 28th Floor One Southeast Third Avenue Miami, Florida 33131-1714 (305) 374-5600 CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $96,000,000 $24,000(1) ================================================================================
(1) The filing fee has been calculated pursuant to Rule 0-11(b)(2) under the Securities Exchange Act of 1934, based upon the book value of the aggregate principal amount of the notes that may be received by Kellstrom Industries, Inc. in the exchange offer. 2 [X] Check 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 on the Form or Schedule and the date of its filing. Amount Previously Paid: $35,063 Filing Party: Kellstrom Industries, Inc. Form or Registration No.: S-4 (File No. 333-56750) Date Filed: March 8, 2001
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: [ ] This Amendment No. 8 to the Tender Offer Statement on Schedule TO is being filed by Kellstrom Industries, Inc., a Delaware corporation ("Kellstrom Industries"), pursuant to Section 13(e) of the Securities Exchange Act of 1934 in connection with its offer to exchange up to $96,000,000 aggregate principal amount of its old convertible subordinated notes, which may include up to $54,000,000 of its old 5 3/4% convertible subordinated notes due October 15, 2002 and/or up to $86,250,000 of its old 5 1/2% convertible subordinated notes due June 15, 2003 (collectively, the "Old Notes"), in any combination totaling no more than $96,000,000 in aggregate principal amount of Old Notes for up to a maximum of $30,000,000 in aggregate principal amount of new 8 1/2% Senior Subordinated Notes due March 31, 2008, up to a maximum of $30,000,000 in aggregate principal amount of new 7% Mandatorily Redeemable Subordinated Notes due March 31, 2008 or up to a maximum of $18,000,000 in aggregate principal amount of new 6% Convertible Subordinated Notes due March 31, 2008, each upon the terms and subject to the conditions set forth in Kellstrom Industries' Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "Commission") on March 8, 2001, as amended on Amendment No. 1 to Form S-4 filed with the Commission on April 30, 2001, as further amended on Amendment No. 2 to Form S-4 filed with the Commission on June 12, 2001 and as further amended on Amendment No. 3 to Form S-4 filed with the Commission on June 26, 2001 (the "Registration Statement"). The information in the Registration Statement, including the exhibits thereto, are hereby expressly incorporated by reference in response to all the items of this Schedule TO, except as otherwise set forth below. Kellstrom Industries hereby amends and supplements the Schedule TO as follows: 2 3 ITEM 12. EXHIBITS. (a)(17) Press Release Issued July 6, 2001. 3 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. Kellstrom Industries, Inc. July 6, 2001 By: /s/ Zivi R. Nedivi ------------------------------------------ Zivi R. Nedivi President and Chief Executive Officer 4 EX-99.(A)(17) 2 g69707a8ex99-a17.txt PRESS RELEASE DATED JULY 6, 2001 1 EXHIBIT 99.(A)(17) [KELLSTROM INDUSTRIES, INC, LOGO] FOR IMMEDIATE RELEASE KELLSTROM INDUSTRIES, INC. ANNOUNCES AN EXTENSION OF ITS AMENDED EXCHANGE OFFER MIRAMAR, Fla.- July 6, 2001 - Kellstrom Industries, Inc. (NASDAQ: KELL) today announced the extension of its pending exchange offer for up to $54 million of its outstanding series of 5-3/4% convertible subordinated notes due October 15, 2002 (CUSIP Nos. 488035AC0 and U48787AA0) and/or up to $86.25 million of its outstanding series of 5-1/2% convertible subordinated notes due June 15, 2003 (CUSIP No. 488035AE6) (the "old notes"), in any combination totaling no more than $96 million in aggregate. The Company said that it is engaged in informal discussions with certain holders of old notes regarding potential changes to the terms of the exchange offer. In order to facilitate ongoing discussions, the expiration date for the exchange offer has been extended from 5:00 p.m., New York City time, on July 6, 2001, to 5:00 p.m., New York City time, on July 13, 2001, unless earlier terminated or extended. The complete terms of the amended exchange offer remain unchanged and are contained in the Preliminary Prospectus and Exchange Offer documents dated June 12, 2001, as supplemented by a Prospectus Supplement date June 26, 2001. As of 5:00 p.m., New York City time, on July 6, 2001, the Company received tenders from holders of $10.7 million in aggregate principal amount of the 5-3/4% convertible subordinated notes, representing 19.8% of the outstanding 5-3/4% notes and $11.4 million in aggregate principal amount of the 5-1/2% convertible subordinated notes, representing 13.2% of the outstanding 5-1/2% notes. Banc of America Securities LLC is the exclusive dealer manager for the exchange offer. D.F. King & Co., Inc. is the information agent and First Union National Bank is the depositary. Copies of the Preliminary Prospectus and Exchange Offer, as supplemented, can be obtained by calling D.F. King at (800) 928-0153. Additional information concerning the terms and conditions of the offer may be obtained by contacting Banc of America Securities LLC at (888) 292-0070. (more) 2 Kellstrom Industries, Inc. News Release Page 2 July 6, 2001 Kellstrom is a leading aviation inventory management company. Its principal business is the purchasing, overhauling (through subcontractors), reselling and leasing of aircraft parts, aircraft engines and engine parts. Headquartered in Miramar, FL, Kellstrom specializes in providing: engines and engine parts for large turbo fan engines manufactured by CFM International, General Electric, Pratt & Whitney and Rolls Royce; aircraft parts and turbojet engines and engine parts for large transport aircraft and helicopters; and aircraft components including flight data recorders, electrical and mechanical equipment and radar and navigation equipment. Kellstrom has filed a Registration Statement on Form S-4 with the SEC registering the new notes, the related guarantees and the underlying shares to be offered in the exchange offer as well as a Schedule TO. The Registration Statement and the Preliminary Prospectus and Exchange Offer, as supplemented, contained in the Registration Statement contain important information about Kellstrom, the exchange offer and related matters. Noteholders are urged to read the Registration Statement and the Preliminary Prospectus and Exchange Offer, as supplemented, Kellstrom's Schedule TO and any other relevant documents Kellstrom filed with the SEC. The Registration Statement has not yet become effective. The new notes may not be sold and, although holders of the old notes may tender their old notes, tenders may not be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or an offer to buy nor shall there be any sale of the new notes in any state in which such offer, solicitation or sale would be unlawful. Noteholders are able to obtain copies of the Registration Statement on Form S-4 and the Preliminary Prospectus and Exchange Offer, as supplemented, Kellstrom's Schedule TO and any other relevant documents for free through the website maintained by the SEC at http://www.sec.gov. In addition, these documents are available free of charge by contacting the information agent for the offer, D.F. King & Co., at (800) 928 0153. If you have any questions about the exchange offer, please call the dealer manager for the offer, Banc of America Securities LLC, at (888) 292 0070. CONTACT: Banc of America Securities LLC Sam McNeil/Andrew Karp, 704/386-1758 -----END PRIVACY-ENHANCED MESSAGE-----