SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 27, 2002
AAR CORP.
(Exact Name of Company as Specified in Its Charter)
DELAWARE 1-6263 36-2334820
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(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(Address and Zip Code of Principal Executive Offices)
(630) 227-2000
(Registrant's telephone number, including area code)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
99.1 Transcript of conference call held June 27, 2002 at
10:30 a.m. Central Time.
ITEM 9. REGULATION FD DISCLOSURE
The information provided in connection with Item 9 of this report is
being furnished pursuant to Regulation FD of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). In accordance with
General Instruction B of Form 8-K, the information provided in
connection with Item 9 of this report shall not be deemed to be
"filed" for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended (the "Securities Act"), nor
shall it be deemed incorporated by reference in any filing under the
Securities Act. The furnishing of the information set forth in
connection with Item 9 of this report is not intended to, and does
not, constitute a determination or admission as to the materiality or
completeness of such information that is required to be disclosed
solely by Regulation FD.
Exhibit 99.1 contains certain statements relating to future results,
which are forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on beliefs of Company management,
as well as assumptions and estimates based on information currently
available to the Company, and are subject to certain risks and
uncertainties that could cause actual results to differ materially
from historical results or those anticipated, depending on a variety
of factors, including those factors discussed under the section
entitled "Factors Which May Affect Future Results" contained in the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 2002. Should one or more of those risks or uncertainties
materialize adversely, or should underlying assumptions or estimates
prove incorrect, actual results may vary materially from those described.
Those events and uncertainties are difficult or impossible to predict
accurately and many are beyond the Company's control. The Company
assumes no obligation to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect events
or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Exhibit 99.1 is dated as of the date hereof and reflects management's
views as of that date. The Company undertakes no obligation to update
the information contained in Exhibit 99.1, including forward-looking
statements, to reflect subsequently occurring events or circumstances.
This report will not be deemed an admission as to the materiality of
any information in the report that is required to be disclosed solely
by Regulation FD.
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.
AAR CORP.
/s/ HOWARD A. PULSIFER
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Howard A. Pulsifer
Vice President, General
Counsel and Secretary
Date: July 3, 2002
EXHIBIT INDEX
Exhibit Number Description
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99.1 Transcript of conference call held June 27, 2002
at 10:30 a.m. Central Time.