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) April 30, 2006
AVIALL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12380 65-0433083
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2750 Regent Boulevard 75261
DFW Airport, Texas
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 586-1000
-----------------------------
Not Applicable
(Former name or former address, if changed since last report.)
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)
[X] 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))
Item 1.01. Entry into a Material Definitive Agreement
On April 30, 2006, Aviall, Inc., a Delaware corporation (the
"Company"), entered into a definitive agreement and plan of merger (the "Merger
Agreement") with The Boeing Company, a Delaware corporation ("Boeing"), and its
wholly-owned subsidiary, Boeing-Avenger, Inc., a Delaware corporation ("Merger
Subsidiary"). Under the terms of the Merger Agreement, which have been approved
by each company's Board of Directors, Boeing will pay $48 in cash for each share
of the Company's common stock outstanding at the Effective Time (as defined in
the Merger Agreement). Pursuant to the Merger Agreement, Merger Subsidiary will
merge with and into the Company (the "Merger"), whereupon the separate existence
of Merger Subsidiary shall cease and the Company will become a wholly-owned
subsidiary of Boeing. The Merger is subject to the approval of the Company's
stockholders and other closing conditions, including the obtaining of certain
required antitrust approvals. The Merger Agreement provides for a termination
fee of $44.4 million and reimbursement of up to a maximum of $2.5 million for
incurrence by Boeing of fees and expenses in connection with the transactions
contemplated by the Merger Agreement, which are payable by the Company under
certain circumstances.
The forgoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is attached as Exhibit 2.1 hereto, and is incorporated herein by
reference.
As a material inducement to the willingness of Boeing to enter into the
Merger Agreement, simultaneously with the execution of the Merger Agreement,
certain employee-stockholders entered into amendments and restatements to their
employment or severance agreements with each of the Company and Boeing and
non-competition agreements with Boeing, none of which is effective until the
Effective Time.
Item 8.01. Other Events.
A press release announcing the execution of the Merger Agreement was
issued by the Company on May 1, 2006. The full text of the press release, a copy
of which is attached hereto as Exhibit 99.1, is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of April 30, 2006,
by and among Aviall, Inc., The Boeing Company and
Boeing-Avenger, Inc. (Does not include the schedules to
this exhibit. Schedules will be provided to the SEC upon
request.)
99.1 Press release issued by Aviall, Inc. on May 1, 2006.
SIGNATURES
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.
AVIALL, INC.
By: /s/ Jeffrey J. Murphy
-------------------------------------
Name: Jeffrey J. Murphy
Title: Senior Vice President, Law and
Human Resources Secretary and General
Counsel
Date: May 4, 2006
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of April 30, 2006,
by and among Aviall, Inc., The Boeing Company and
Boeing-Avenger, Inc. (Does not include the schedules to
this exhibit. Schedules will be provided to the SEC upon
request.)
99.1 Press release issued by Aviall, Inc. on May 1, 2006.