SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2002 AAR CORP. (Exact Name of Company as Specified in Its Charter) DELAWARE 1-6263 36-2334820 (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 5. OTHER EVENTS. On February 19, 2002, AAR CORP. sold 5,010,345 shares of its common stock, par value $1.00 per share, as described in the press release attached as Exhibit 99.1, pursuant to Stock Purchase Agreements entered into between AAR CORP. and the purchasers. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release issued February 19, 2002. 99.2 Form of Stock Purchase Agreement. 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 --------------------------------------------- Howard A. Pulsifer Vice President, General Counsel and Secretary Date: February 20, 2002 EXHIBIT INDEX Exhibit Number Description ----------------------------------------- 99.1 Press Release issued February 19, 2002 99.2 Form of Stock Purchase Agreement