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Document/Exhibit Description Pages Size 1: S-4/A Amendment No.1 to Form S-4 HTML 111K 3: EX-10.21 Material Contract 414 1.83M 4: EX-10.22 Material Contract HTML 13K 5: EX-10.23 Material Contract HTML 10.54M 2: EX-10.4 Material Contract HTML 28K 6: EX-25.1 Statement re: Eligibility of Trustee HTML 46K 7: EX-99.1 Miscellaneous Exhibit HTML 74K 8: EX-99.2 Miscellaneous Exhibit HTML 28K 9: EX-99.3 Miscellaneous Exhibit HTML 14K 10: EX-99.4 Miscellaneous Exhibit HTML 19K 11: EX-99.5 Miscellaneous Exhibit HTML 28K
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Standard Aero Holdings, Inc.
|
Delaware | 3724 | 98-0432892 | |||
Standard Aero (US), Inc.
|
Delaware | 3724 | 41-1918930 | |||
Standard Aero (US) Legal, Inc.
|
Delaware | 3724 | 41-1961734 | |||
Standard Aero, Inc.
|
Delaware | 3724 | 74-2476718 | |||
Standard Aero Materials, Inc.
|
Delaware | 3724 | 41-1992996 | |||
Standard Aero (San Antonio) Inc.
|
Delaware | 3724 | 41-1915118 | |||
Standard Aero (Alliance) Inc.
|
Delaware | 3724 | 41-1882348 | |||
Standard Aero Canada, Inc.
|
Delaware | 3724 | 98-0432899 | |||
Standard Aero Redesign Services Inc.
|
Delaware | 3724 | 27-0109835 | |||
3091781 Nova Scotia Company
|
Nova Scotia | 3724 | n/a | |||
3091782 Nova Scotia Company
|
Nova Scotia | 3724 | 26-0100136 | |||
3091783 Nova Scotia Company
|
Nova Scotia | 3724 | n/a | |||
Standard Aero Limited
|
Canada | 3724 | 98-0386799 | |||
Not FM Canada Inc.
|
Canada | 3724 | n/a | |||
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
500-1780 Wellington Avenue Winnipeg, Manitoba, Canada (204) 987-8860 |
Bradley Bertouille Chief Financial Officer 500-1780 Wellington Avenue Winnipeg, Manitoba, Canada (204) 987-8860 |
|
(Address, including zip code, and telephone number, including area code, of each of the co-registrants’ principal executive offices) |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
II-1
Item 21. | Exhibits and Financial Statement Schedules |
Exhibit | ||||
No. | Description of Exhibit | |||
2 | .1† | Agreement Relating to the Sale And Purchase of the Entire Issued Share Capital of Dunlop Standard Aerospace Group Limited, dated July 5, 2004, by and between Meggitt Acquisition Limited Meggitt plc, Standard Aero Holdings Inc., and the other parties thereto. Schedules and similar attachments to this agreement will be furnished supplementally to the U.S. Securities and Exchange Commission upon request. | ||
2 | .2† | Agreement Relating to the Sale And Purchase of the Entire Issued and Outstanding Capital Stock of Dunlop Standard Aerospace (U.S.), Inc., dated July 5, 2004, by and between Standard Aero Limited, Standard Aero (Asia) Pte Limited, Standard Aero (Australia) Pty Limited And Dunlop Standard Aerospace (Nederland) BV. Schedules and similar attachments to this agreement will be furnished supplementally to the U.S. Securities and Exchange Commission upon request. | ||
2 | .3† | Separation Agreement Relating to the Design And Manufacturing Division and the Engine Repair and Overhaul Division of the Dunlop Standard Aerospace Group, dated as of July 1, 2004, by and among Meggitt Acquisition Limited, Meggitt Plc And Standard Aero Holdings, Inc. Schedules and similar attachments to this agreement will be furnished supplementally to the U.S. Securities and Exchange Commission upon request. | ||
3 | .1† | Certificate of Incorporation of Standard Aero Holdings, Inc., | ||
3 | .2† | Certificate of Incorporation of Standard Aero (US), Inc. | ||
3 | .3† | Certificate of Amendment to Certificate of Incorporation of Standard Aero (US), Inc. | ||
3 | .4† | Certificate of Incorporation of Standard Aero (US) Legal, Inc. | ||
3 | .5† | Certificate of Amendment to Certificate of Incorporation of Standard Aero (US) Legal, Inc. | ||
3 | .6† | Certificate of Incorporation of Standard Aero, Inc. | ||
3 | .7† | Certificate of Amendment to Certificate of Incorporation of Standard Aero, Inc. | ||
3 | .8† | Certificate of Incorporation of Standard Aero Materials, Inc. | ||
3 | .9† | Certificate of Amendment to Certificate of Incorporation of Standard Aero Materials, Inc. | ||
3 | .10† | Certificate of Incorporation of Standard Aero (San Antonio) Inc. | ||
3 | .11† | Certificate of Incorporation of Standard Aero (Alliance) Inc. | ||
3 | .12† | Certificate of Incorporation of Standard Aero Canada, Inc. | ||
3 | .13† | Certificate of Incorporation of Standard Aero Redesign Services Inc. | ||
3 | .14† | Memorandum of Association of 3091781 Nova Scotia Company. | ||
3 | .15† | Memorandum of Association of 3091782 Nova Scotia Company. | ||
3 | .16† | Memorandum of Association of 3091783 Nova Scotia Company. | ||
3 | .17† | Bylaws of Standard Aero Holdings, Inc. | ||
3 | .18† | Bylaws of Standard Aero, Inc. | ||
3 | .19† | Bylaws of Standard Aero (US), Inc. | ||
3 | .20† | Bylaws of Standard Aero (US) Legal, Inc. | ||
3 | .21† | Bylaws of Standard Aero, Inc. | ||
3 | .22† | Bylaws of Standard Aero Materials, Inc. | ||
3 | .23† | Bylaws of Standard Aero (San Antonio) Inc. | ||
3 | .24† | Bylaws of Standard Aero (Alliance) Inc. | ||
3 | .25† | Bylaws of Standard Aero Canada, Inc. | ||
3 | .26† | Bylaws of Standard Aero Redesign Services Inc. | ||
3 | .27† | Articles of Association of 3091781 Nova Scotia Company. | ||
3 | .28† | Articles of Association of 3091782 Nova Scotia Company. | ||
3 | .29† | Articles of Association of 3091783 Nova Scotia Company. | ||
3 | .30† | Bylaws of Standard Aero Limited. | ||
3 | .31† | Bylaws of Not FM Canada Inc. |
II-2
Exhibit | ||||
No. | Description of Exhibit | |||
4 | .1† | Senior Subordinated Note Indenture with respect to the 81/4% Senior Subordinated Notes due 2014, between Standard Aero Holdings, Inc., Wells Fargo Bank Minnesota, National Association, as trustee, and the Guarantors listed on the signature pages thereto, dated as of August 20, 2004. | ||
4 | .2† | Supplemental Indenture, dated as of August 24, 2004, among Dunlop Standard Aerospace (Nederland) BV and Standard Aero BV, Standard Aero Holdings, Inc. and Wells Fargo Bank, National Association, as trustee. | ||
4 | .3† | Supplemental Indenture, dated as of August 24, 2004, among Dunlop Standard Aerospace (US) Inc., Dunlop Standard Aerospace (US) Legal Inc., Standard Aero, Inc., Dunlop Aerospace Parts, Inc., Standard Aero (San Antonio) Inc., Standard Aero (Alliance) Inc., Standard Aero Canada, Inc., 3091781 Nova Scotia Company, 3091782 Nova Scotia Company, 3091783 Nova Scotia Company, Standard Aero Limited, Not FM Canada Inc., Standard Aero Holdings, Inc. and Wells Fargo Bank, National Association, as trustee. | ||
4 | .4† | Supplemental Indenture, dated as of March 3, 2005, among Standard Aero (US), Inc. (f/k/a Dunlop Standard Aerospace (U.S.) Inc.); Standard Aero (US) Legal, Inc. (f/k/a Dunlop Standard Aerospace (US) Legal, Inc.); Standard Aero Inc.; Standard Aero Materials, Inc. (f/k/a Dunlop Aerospace Parts Inc.); Standard Aero (San Antonio) Inc.; Standard Aero (Alliance) Inc.; Standard Aero Canada, Inc.; 3091781 Nova Scotia Company; 3091782 Nova Scotia Company; 3091783 Nova Scotia Company; Standard Aero Limited; Not FM Canada Inc.; Standard Aero (Netherlands) B.V. (f/k/a Dunlop Standard Aerospace (Nederland) BV) and Standard Aero BV, Standard Aero Holdings, Inc. and Wells Fargo Bank, National Association, as trustee. | ||
4 | .5† | Supplemental Indenture, dated as of March 31, 2005, among Standard Aero (US), Inc. (f/k/a Dunlop Standard Aerospace (U.S.) Inc.); Standard Aero (US) Legal, Inc. (f/k/a Dunlop Standard Aerospace (US) Legal, Inc.); Standard Aero Inc.; Standard Aero Materials, Inc. (f/k/a Dunlop Aerospace Parts Inc.); Standard Aero (San Antonio) Inc.; Standard Aero (Alliance) Inc.; Standard Aero Canada, Inc.; 3091781 Nova Scotia Company; 3091782 Nova Scotia Company; 3091783 Nova Scotia Company; Standard Aero Limited; Not FM Canada Inc. and Standard Aero Redesign Services Inc., Standard Aero Holdings, Inc. and Wells Fargo Bank, National Association, as trustee. | ||
4 | .6† | Form of 81/4% Senior Subordinated Notes due 2014 (included in exhibit 4.1). | ||
4 | .7† | Registration Rights Agreement among Standard Aero Holdings, Inc., each of the Subsidiary Guarantors listed on Schedule A thereto, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Credit Suisse First Boston LLC, dated as of August 20, 2004. | ||
4 | .8† | Purchase Agreement between Standard Aero Holdings, Inc. and the initial purchasers named in Schedule I thereto, dated August 17, 2004. | ||
5 | .1° | Opinion of Latham & Watkins LLP regarding the validity of the exchange notes. | ||
5 | .2° | Opinion of Aikins MacAulay & Thorvaldson LLP. | ||
5 | .3° | Opinion of Stewart McKelvey Stirling Scales. | ||
10 | .1† | Credit Agreement, dated as of August 20, 2004, by and among Standard Aero Holdings, Inc., the lenders party thereto, J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint lead arrangers, JPMorgan Chase Bank, as administrative agent, and Lehman Commercial Paper Inc. and Credit Suisse First Boston, as co-syndication agent. | ||
10 | .2† | Guarantee and Collateral Agreement, dated as of August 24, 2004, made by Standard Aero Acquisition Holdings, Inc., Standard Aero Holdings, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, as administrative agent. | ||
10 | .3† | CDN Guarantee and Collateral Agreement, dated as of August 24, 2004, made by Standard Aero Limited, Not FM Canada, 3091781 Nova Scotia Company, 3091782 Nova Scotia Company, 3091783 Nova Scotia Company and 6269044 Canada Inc. in favor of JPMorgan Chase Bank, as administrative agent. | ||
10 | .4* | Management Agreement among Standard Aero Holdings, Inc. and TC Group, L.L.C. dated August 20, 2004 | ||
10 | .5† | Service Agreement between Standard Aero Limited and David W. Shaw, dated as of October 1, 1998. | ||
10 | .6† | Amendment to Service Agreement between Standard Aero Limited and David W. Shaw, dated as of March 10, 2004. | ||
10 | .7† | Employment Agreement between Standard Aero Limited and Paul Soubry, dated as of June 7, 2002. | ||
10 | .8† | Amendment to Employment Agreement between Standard Aero Limited and Paul Soubry, dated as of March 10, 2004. | ||
10 | .9† | Employment Agreement between Standard Aero vof and Rene van Doorn, dated as of June 10, 2002. |
II-3
Exhibit | ||||
No. | Description of Exhibit | |||
10 | .10† | Amendment to Employment Agreement between Standard Aero vof and Rene van Doorn, dated as of March 10, 2004. | ||
10 | .11† | Employment Agreement between Standard Aero Limited and Bradley Bertouille, dated as of June 17, 2002. | ||
10 | .12† | Amendment to Employment Agreement between Standard Aero Limited and Bradley Bertouille, dated as of March 10, 2004. | ||
10 | .13† | Employment Agreement between Standard Aero Limited and Edward Richmond, dated as of June 17, 2002. | ||
10 | .14† | Amendment to Employment Agreement between Standard Aero Limited and Edward Richmond, dated as of March 10, 2004. | ||
10 | .15† | Stock Option and Purchase Plan of Standard Aero Acquisition Holdings, Inc. | ||
10 | .16† | Stockholders Agreement, dated as of December 22, 2004, by and between Standard Aero Acquisition Holdings, Inc., Carlyle Partners III, L.P. and David Shaw. | ||
10 | .17† | Stockholders Agreement, dated as of December 22, 2004, by and between Standard Aero Acquisition Holdings, Inc., Carlyle Partners III, L.P. and Paul Soubry. | ||
10 | .18† | Stockholders Agreement, dated as of December 22, 2004, by and between Standard Aero Acquisition Holdings, Inc., Carlyle Partners III, L.P. and Rene van Doorn. | ||
10 | .19† | Stockholders Agreement, dated as of December 22, 2004, by and between Standard Aero Acquisition Holdings, Inc., Carlyle Partners III, L.P. and Bradley Bertouille. | ||
10 | .20† | Stockholders Agreement, dated as of December 22, 2004, by and between Standard Aero Acquisition Holdings, Inc., Carlyle Partners III, L.P. and Edward Richmond. | ||
10 | .21‡ | T56 Engine and Accessories Support Subcontract No. LMKAC-98-0001 between Standard Aero (San Antonio) Inc. and Lockheed Martin Kelly Aircraft Center, dated September 23, 1998. | ||
10 | .22* | Amendment No. 24 to Subcontract No. LMKAC-98-0001 between Standard Aero and Lockheed, dated as of May 2, 2002. | ||
10 | .23‡ | Amendment No. 36 to Subcontract No. LMKAC-98-0001 between Standard Aero and Lockheed dated as of November 24, 2003. | ||
12 | .1† | Statement of Computation of Ratio of Earnings to Fixed Charges. | ||
21 | .1† | List of Subsidiaries. | ||
23 | .1° | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | ||
23 | .2° | Consent of Aikins, MacAulay & Thorvaldson LLP (included in Exhibit 5.2). | ||
23 | .7° | Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.3). | ||
23 | .8† | Consent of PricewaterhouseCoopers LLP. | ||
24 | .1† | Powers of Attorney. | ||
25 | .1* | Statement of Eligibility of Trustee with respect to the Senior Subordinated Notes Indenture. | ||
99 | .1* | Form of Letter of Transmittal, with respect to the Exchange Offer. | ||
99 | .2* | Form of Notice of Guaranteed Delivery, with respect to the old notes and exchange notes. | ||
99 | .3* | Form of Letter to DTC Participants Regarding the Exchange Offer. | ||
99 | .4* | Form of Letter to Beneficial Holders Regarding the Exchange Offer. | ||
99 | .5* | Guidelines for Request for Taxpayer Identification Number and Certification on Substitute Form W-9. |
II-4
STANDARD AERO HOLDINGS, INC. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer and Director |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
Director | May 9, 2005 | ||||
* |
Director | May 9, 2005 | ||||
* |
Director | May 9, 2005 | ||||
* |
Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-5
Standard Aero (US), Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-6
Standard Aero (US) Legal, Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-7
Standard Aero, Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
President and Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-8
Standard Aero Materials, Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
President and Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-9
Standard Aero (San Antonio) Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director(Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
President and Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-10
Standard Aero (Alliance) Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
President and Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-11
Standard Aero Canada, Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
President and Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-12
3091781 Nova Scotia Company |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-13
3091782 Nova Scotia Company |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-14
3091783 Nova Scotia Company |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-15
Standard Aero Limited |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-16
Not FM Canada Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director (Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 |
II-17
Standard Aero Redesign Services Inc. |
By: | /s/ David Shaw |
|
|
Name: David Shaw |
Title: | Chief Executive Officer |
/s/ David Shaw |
Chief Executive Officer and Director(Principal Executive Officer) | May 9, 2005 | ||||
/s/ Bradley Bertouille |
Chief Financial Officer (Principal Financial Officer and Accounting Officer) |
May 9, 2005 | ||||
* |
Senior Vice President, Strategy & Business Development and Director | May 9, 2005 | ||||
*By: |
/s/ Bradley Bertouille as Attorney-in-fact |
II-18
This ‘S-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/9/05 | None on these Dates | ||
3/31/05 | ||||
3/3/05 | ||||
12/22/04 | ||||
8/24/04 | ||||
8/20/04 | ||||
8/17/04 | ||||
7/5/04 | ||||
7/1/04 | ||||
3/10/04 | ||||
11/24/03 | ||||
6/17/02 | ||||
6/10/02 | ||||
6/7/02 | ||||
5/2/02 | ||||
10/1/98 | ||||
9/23/98 | ||||
List all Filings |