As Filed with the Securities and Exchange Commission on November 18, 1997.
Registration No. 333-________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
AVIATION SALES COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 65-0665658
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6905 N.W. 25TH STREET
MIAMI, FLORIDA 33122
(305) 592-4055
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
--------------------
DALE S. BAKER,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6905 N.W. 25TH STREET
MIAMI, FLORIDA 33122
(305) 592-4055
- -------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications to:
Philip B. Schwartz, Esq.
Akerman, Senterfitt & Eidson, P.A.
One S.E. 3rd Avenue, 28th Floor
Miami, Florida 33131-1704
(305) 374-5600
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
<PAGE>
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO OFFERING AGGREGATE AMOUNT OF
SHARES TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- -------------------------------------------------------------------------------
Common Stock,
par value $.001 5,308,970
per share shares $33.69 $178,859,200.00 $54,200.00
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
ii
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 18, 1997
PROSPECTUS
5,308,970 SHARES
AVIATION SALES COMPANY
COMMON STOCK, PAR VALUE $.001 PER SHARE
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
This Prospectus relates to an aggregate of 5,308,970 shares (the
"Shares") of Common Stock, par value $.001 per share (the "Common Stock"), of
Aviation Sales Company, a Delaware corporation (the "Company"), being sold by
certain stockholders (the "Selling Stockholders") who have acquired such shares
in connection with the organization of the Company and in acquisitions of
businesses by the Company not involving a public offering. The Shares are being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
on behalf of the Selling Stockholders in order to permit public sale or other
distribution of the Shares. The Company is contractually obligated to register
the Shares on behalf of the Selling Stockholders.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through underwriters or
dealers, through brokers or other agents, or directly or indirectly to one or
more purchasers including pledgees, at market prices prevailing at the time of
sale or at prices otherwise negotiated. This Prospectus may also be used, with
the Company's prior written consent, by donees of the Selling Stockholders, or
other persons acquiring the Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use. The Company will
receive no portion of the proceeds from the sale of the Shares offered hereby
and will bear certain expenses incident to this registration. See "Selling
Stockholders" and "Plan of Distribution."
<PAGE>
The Common Stock of the Company is listed on the New York Stock
Exchange (the "NYSE") under the trading symbol "AVS". The last reported sales
price of the Common Stock of the Company on the NYSE on November 13, 1997 was
$33.75 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _________ , 1997
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<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION..................................................... 4
THE COMPANY............................................................... 5
RISK FACTORS.............................................................. 6
USE OF PROCEEDS.......................................................... 10
SELLING STOCKHOLDERS..................................................... 11
PLAN OF DISTRIBUTION..................................................... 12
DESCRIPTION OF CAPITAL STOCK............................................. 13
LEGAL MATTERS............................................................ 16
EXPERTS.................................................................. 16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........................ 17
3
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copies at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: New York Regional Office, Seven World Trade Center,
Room 1400, New York, New York 10048; and Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of
such material may be obtained from the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and other information regarding
registrants that file electronically with the Commission. The Common Stock is
traded on the NYSE. Information filed by the Company with the NYSE may be
inspected at the offices of the NYSE at 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of the NYSE referred to above.
4
<PAGE>
THE COMPANY
GENERAL
The Company is a recognized world leader in the aircraft spare parts
redistribution market and provides a wide range of value-added inventory
management services to its customers. The Company sells aircraft spare parts to
major commercial passenger airlines, air cargo carriers, maintenance and repair
facilities and other redistributors throughout the world. Parts sold by the
Company include rotable and expendable airframe and engine components for
commercial airplanes, including Boeing, McDonnell Douglas, Lockheed and Airbus
aircraft and Pratt & Whitney, General Electric and Rolls Royce jet engines. The
inventory management services offered by the Company include purchasing
services, repair management, warehouse management, aircraft disassembly
services, consignment and leasing of inventories of aircraft parts and engines.
The Company's executive offices are located at 6905 N.W. 25th Street,
Miami, Florida 33122. Its telephone number is (305) 592-4055.
RECENT DEVELOPMENTS
ACQUISITION OF AEROCELL. On September 30, 1997, the Company acquired in
a merger transaction, all of the outstanding capital stock of Aerocell
Structures, Inc., an Arkansas corporation ("Aerocell"), in exchange for an
aggregate of 620,970 shares of Common Stock. Aerocell owns and operates an
overhaul and repair facility licensed by the Federal Aviation Administration
(the "FAA"). The Aerocell acquisition has been accounted for as a pooling of
interests business combination.
ACQUISITION OF KRATZ-WILDE. On October 17, 1997, the Company acquired
substantially all the assets of Kratz-Wilde Machine Co., a Kentucky corporation
("KWMC"), for approximately $42.5 million in cash. The KWMC acquisition was
financed through existing bank lines of credit. As part of such acquisition, the
Company entered into employment agreements with key members of KWMC's management
group. KWMC specializes in the manufacture of machined components primarily for
jet engines but also produces some automotive and faucet components.
5
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE
FOLLOWING RISK FACTORS, AS WELL AS THE OTHER INFORMATION SET FORTH IN THE
PROSPECTUS, IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
This Prospectus contains certain forward-looking statements or
statements which may be deemed or construed to be forward-looking statements
within the meaning of the Federal Private Securities Litigation Reform Act of
1995 with respect to the financial condition, management's discussion and
analysis of financial condition and results of operations, business of the
Company, and risk factors. The words "estimate," "project," "intend," "expect,"
and similar expressions are intended to identify forward-looking statements.
These forward-looking statements involve and are subject to known and unknown
risks, uncertainties and other factors which could cause the Company's actual
results, performance (financial or operating) or achievements to differ from the
future results, performance (financial or operating), achievements expressed or
implied by such forward-looking statement. Investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
EFFECTS OF THE ECONOMY ON THE COMPANY'S SPARE PARTS BUSINESS
Since the Company's customers consist of airlines, maintenance and
repair facilities that service airlines and other aircraft spare parts
redistributors, as well as original equipment manufacturers, the Company's
business is impacted by the economic factors which affect the airline industry.
When such factors adversely affect the airline industry, they tend to reduce the
overall demand for aircraft spare parts, causing downward pressure on pricing
and increasing the credit risk associated with doing business with airlines.
Additionally, factors such as the price of fuel affect the aircraft spare parts
market, since older aircraft (into which aircraft spare parts are most often
placed) become less viable as the price of fuel increases. There can be no
assurance that economic and other factors which may affect the airline industry
will not have an adverse impact on the Company's results of operations.
RISKS REGARDING THE COMPANY'S SPARE PARTS INVENTORY
The Company's inventory consists principally of new, overhauled,
serviceable and repairable aircraft parts that are purchased from many sources.
Before parts may be installed in an aircraft, they must meet certain standards
of condition established by the FAA and/or the equivalent regulatory agencies in
other countries. Specific regulations vary from country to country, although
regulatory requirements in other countries generally coincide with FAA
requirements. Parts must also be traceable to sources deemed acceptable by such
agencies. Parts owned or acquired by the Company
6
<PAGE>
may not meet applicable standards or standards may change in the future, causing
parts which are already contained in the Company's inventory to be scrapped or
modified. Aircraft manufacturers may also develop new parts to be used in lieu
of parts already contained in the Company's inventory. In all such cases, to the
extent that the Company has such parts in its inventory, their value may be
reduced.
GOVERNMENT REGULATION
The aviation industry is highly regulated in the United States by the
FAA and in other countries by similar agencies. While the Company's spare parts
business is not regulated, the aircraft spare parts which it sells to its
customers must be accompanied by documentation which enables the customer to
comply with applicable regulatory requirements. Additionally, the Company must
be certified by the FAA and, in some cases, by original equipment manufacturers
in order to manufacture or repair aircraft components. Although the Company
believes that its newly acquired manufacturing and repair operations are in
material compliance with applicable regulations, there can be no assurance of
this fact. Further, there can be no assurance that new and more stringent
government regulations will not be adopted in the future or that any such new
regulations, if enacted, would not have an adverse impact on the Company.
FLUCTUATIONS IN OPERATING RESULTS
The Company's operating results are affected by many factors, including
the timing of orders from large customers, the timing of expenditures to
purchase inventory in anticipation of future sales, the timing of bulk inventory
purchases, and the mix of available aircraft spare parts contained, at any time,
in the Company's inventory. A large portion of the Company's operating expenses
are relatively fixed. Since the Company typically does not obtain long-term
purchase orders or commitments from its customers, it must anticipate the future
volume of orders based upon the historic purchasing patterns of its customers
and upon its discussions with its customers as to their future requirements.
Cancellations, reductions or delays in orders by a customer or group of
customers could have a material adverse effect on the Company's business,
financial condition and results of operations.
GROWTH STRATEGY AND RISKS RELATING TO FUTURE ACQUISITIONS
A key element of the Company's strategy involves growth through the
acquisition of additional inventories of aircraft spare parts and the
acquisition of other companies, assets or product lines that would complement or
expand the Company's existing business. The Company's ability to grow by
acquisition is dependent upon, and may be limited by, the availability of
suitable aircraft parts inventories, acquisition candidates and capital, and by
restrictions contained in the Company's credit agreements. In addition,
acquisitions involve risks that could adversely affect the Company's operating
results, including the assimilation of the operations and personnel of acquired
companies, the potential amortization of acquired intangible assets and the
potential loss of key employees of
7
<PAGE>
acquired companies. There can be no assurance that the Company will be able to
consummate acquisitions on satisfactory terms.
RELIANCE ON EXECUTIVE OFFICERS AND KEY EMPLOYEES
The continued success of the Company is dependent to a significant
degree upon the services of its executive officers and upon the Company's
ability to attract and retain qualified personnel experienced in the various
phases of the Company's business. The Company has employment agreements with all
of its executive officers. The ability of the Company to operate successfully
could be jeopardized if one or more of its executive officers were unavailable
and capable successors were not found. The employment agreements between the
Company and its executive officers are individually terminable by each executive
officer upon a change of control of the Company.
COMPETITION
The markets for the Company's product and services are extremely
competitive, and the Company faces competition from a number of sources. These
include major aircraft manufacturers, airline and aircraft service companies,
and aircraft spare parts redistributors. Certain of the Company's competitors
have substantially greater financial and other resources than the Company. There
can be no assurance that competitive pressures will not materially and adversely
affect the Company's business, financial condition or results of operations.
PRODUCT LIABILITY
The Company's business exposes it to possible claims for personal
injury or death which may result from the failure of an aircraft spare part sold
or manufactured by it. While the Company maintains what it believes to be
adequate liability insurance to protect it from such claims, and while no
material claims have, to date, been made against the Company, no assurance can
be given that claims will not arise in the future or that such insurance
coverage will be adequate. Additionally, there can be no assurance that
insurance coverages can be maintained in the future at an acceptable cost. Any
such liability not covered by insurance could have a material adverse effect on
the financial condition of the Company.
DIVIDEND POLICY
The Company does not anticipate paying dividends on its Common Stock in
the foreseeable future.
PRICE VOLATILITY
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results and other
factors. From time to time in recent years, the securities markets have
experienced significant price and volume fluctuations that have
8
<PAGE>
often been unrelated or disproportionate to the operating performance of
particular companies. These broad fluctuations may adversely affect the market
price of the Common Stock.
POTENTIAL INFLUENCE BY CERTAIN STOCKHOLDERS
As of the date of this Prospectus, two of the Company's stockholders
beneficially own 27.5% and 17.5%, respectively, of the outstanding Common Stock
and the Company's directors and executive officers, as a group, beneficially own
an aggregate of 39.2% of the outstanding Common Stock. While each of these
stockholders is an independent party, if these parties were to act together as a
group, they would have the ability to control the election of all of the members
of the Company's Board of Directors and, therefore, to control the business,
policies and affairs of the Company.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and Bylaws contain
provisions that may have the effect of discouraging certain transactions
involving an actual or threatened change of control of the Company. See
"Description of Capital Stock" for a description of these provisions. In
addition, the Board of Directors of the Company has the authority to issue up to
1,000,000 shares of preferred stock in one or more series and to fix the
preferences, rights and limitations of any such series without stockholder
approval. See "Description of Capital Stock." The ability to issue preferred
stock could have the effect of discouraging unsolicited acquisition proposals or
making it more difficult for a third party to gain control of the Company, or
otherwise could adversely affect the market price of the Common Stock.
POSSIBLE DEPRESSING EFFECT OF FUTURE SALES OF THE COMPANY'S COMMON STOCK.
Future sales of the Shares, or the perception that such sales could
occur, could adversely affect the market price of the Company's Common Stock.
There can be no assurance as to when, and how many of, the Shares will be sold
and the effect such sales may have on the market price of the Company's Common
Stock. In addition, the Company may issue Common Stock in connection with
possible future acquisitions or in other transactions. Such securities may be
subject to resale restrictions in accordance with the Securities Act and the
regulations promulgated thereunder or by contract. As such restrictions lapse or
if such shares are registered for sale to the public, such securities may be
sold to the public. In the event of the issuance and subsequent resale of a
substantial number of shares of the Company's Common Stock, or a perception that
such sales could occur, there could be a material adverse effect on the
prevailing market price of the Company's Common Stock.
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<PAGE>
USE OF PROCEEDS
This Prospectus relates to the Shares being offered and sold for the
account of the Selling Stockholders. This Prospectus also may be used, with the
Company's prior written consent, by donees of the Selling Stockholders, or by
other persons acquiring Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. The Company will not
receive any proceeds from the sale of the Shares but will pay expenses related
to the registration of the Shares. See "Plan of Distribution."
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the aggregate number of shares of Common Stock beneficially owned by each of the
Selling Stockholders on the date hereof, the aggregate number of shares of
Common Stock that each Selling Stockholder may offer and sell pursuant to this
Prospectus, and the aggregate number and percentage of shares of Common Stock
that will be beneficially owned by each Selling Stockholder after completion of
this offering (the "Offering"). However, because the Selling Stockholders may
offer all or a portion of the Shares at any time and from time to time after the
date hereof, the exact number of Shares that each Selling Stockholder may retain
upon completion of the Offering cannot be determined at this time.
To the knowledge of the Company, none of the Selling Stockholders has
had within the past three years any material relationship with the Company
except as set forth in the footnotes to the following table.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES BEING
BENEFICIALLY OFFERED FOR SHARES PERCENTAGE OF
OWNED PRIOR SELLING BENEFICIALLY SHARES OWNED
TO THE STOCKHOLDER'S OWNED AFTER AFTER THE
SELLING STOCKHOLDERS OFFERING ACCOUNT THE OFFERING(1) OFFERING (1)
- -------------------------- ------------ ------------- --------------- -------------
<S> <C> <C> <C> <C>
Robert Alpert (2) 2,362,000 2,362,000 -- --
J/T Aviation Partners 1,501,000 1,501,000 -- --
Dale S. Baker (3) 325,000 300,000 25,000 *
Harold M. Woody (3) 225,000 200,000 -- --
Michael A. Saso(4) 85,000 75,000 10,000 *
Joseph E. Civiletto(4) 45,000 25,000 20,000 *
James D. Innella(4) 100,000 75,000 25,000 *
Mark F. Stiegel(5)(6) 100,000 100,000 -- --
Al Short(5)(6) 50,000 50,000 -- *
Thomas H. Butler(5) 103,495 103,495 -- --
Loren L. Furnas(5) 103,495 103,495 -- --
James Y. Johnston, II(5)(6) 103,495 103,495 -- --
Kennth D. Loomer (5)(6) 103,495 103,495 -- --
Charles R. Quinn(5) 103,495 103,495 -- --
Ronald B. Reagan(5) 103,495 103,495 -- --
---------
5,308,970
=========
<FN>
- ----------
* Less than one percent of the outstanding Common Stock
(1) Assumes that all of the Shares will be sold, that no additional shares will
be acquired and that no shares other than those offered will be sold.
(2) Director of the Company.
(3) Director and Executive Officer of the Company
(4) Executive Officer of the Company.
(5) Seller of an interest in a company acquired by the Company.
(6) Employee of the Company or one of its subsidiaries.
</FN>
</TABLE>
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PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all
of the Shares from time to time through underwriters or dealers or brokers or
other agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on the NYSE,
privately negotiated transactions (including sales pursuant to pledges), in the
over-the-counter market, or in transactions in which Shares may be delivered in
connection with the issuance of securities by issuers other than the Company
that are exchangeable for (whether optional or mandatory), or payable in such
Shares (whether such securities are listed on a national securities exchanges or
otherwise) or pursuant to which such Shares may be distributed (which securities
issued by others will, to the extent required by applicable law, be registered
under the Securities Act), or in a combination of such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholder (and if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus may be used, with
the Company's prior written consent, by donees of the Selling Stockholders, or
by other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents or underwriters that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act, and any discounts, commissions or concessions received by
any such underwriters, brokers, dealers or agents might be deemed to be
underwriting commissions or discounts under the Securities Act. Neither the
Company nor the Selling Stockholders can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Stockholder and any other Selling Stockholder, underwriter, broker, dealer or
other agent relating to the sale or distribution of the Shares.
Persons engaged in the distribution of the Shares are restricted from
engaging in certain market-making activities with respect to the Common Stock
for the period specified by Regulation M of the Exchange Act.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except commissions and discounts of underwriters,
brokers, dealers or agents and fees and expenses of counsel or any other
professionals or other advisors, if any, to the Selling Stockholders. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates
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in transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
If Shares are sold in an underwritten offering, the Shares may be
acquired by the underwriters for their own account and may be further resold
from time to time in one or more transactions, including negotiated
transactions, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices, or at fixed prices. The
names of the underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may be
changed from time to time. Unless otherwise set forth in a supplement to this
Prospectus, the obligations of the underwriters to purchase the Shares will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all of the Shares specified in such supplement if any such Shares
are purchased.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Stockholders.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital consists of 30,000,000 shares of
common stock, par value $.001 per share, and 1,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). None of the preferred
stock is outstanding.
COMMON STOCK
Each holder of Common Stock is entitled to one vote for each share held
of record on all matters presented to stockholders, including the election of
directors. In the event of a liquidation,
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dissolution or winding up of the Company, the holders of Common Stock are
entitled to share equally and ratably in the assets of the Company, if any,
remaining after paying all debts and liabilities of the Company and the
liquidation preferences of any outstanding Preferred Stock. The Common Stock has
no preemptive rights or cumulative voting rights and no redemption, sinking fund
or conversion provisions.
Holders of Common Stock are entitled to receive dividends if, as and
when declared by the Board of Directors out of funds legally available
therefore, subject to the dividend and liquidation rights of any Preferred Stock
that may be issued and outstanding and subject to any dividend restrictions in
the Company's credit facilities. No dividend or other distribution (including
redemptions and repurchases of shares of capital stock) may be made, if after
giving effect to such distribution, the Company would not be able to pay its
debts as they become due in the usual course of business, or if the Company's
total assets would be less than the sum of its total liabilities plus the amount
that would be needed at the time of a liquidation to satisfy the preferential
rights of any holders of Preferred Stock.
PREFERRED STOCK
The Board of Directors is authorized, without further stockholder
action, to divide any or all shares of the authorized Preferred Stock into
series and fix and determine the designations, preferences and relative rights
and qualifications, limitations or restrictions thereon of any series so
established, including voting powers, dividend rights, liquidation preferences,
redemption rights and conversion privileges. As of the date of this Prospectus,
the Board of Directors has not authorized any series of Preferred Stock, and
there are no plans, agreements or understandings for the authorization or
issuance of any shares of Preferred Stock. The issuance of Preferred Stock with
voting rights or conversion rights may adversely affect the voting power of
Common Stock, including the loss of voting control to others. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company.
CERTAIN PROVISIONS OF THE CERTIFICATE AND BYLAWS
GENERAL. A number of provisions of the Company's Certificate of
Incorporation ("Certificate") and Bylaws ("Bylaws") concern matters of corporate
governance and the rights of stockholders. Certain of these provisions, as well
as the ability of the Board of Directors to issue shares of Preferred Stock and
to set the voting rights, preferences and other terms thereof, may be deemed to
have an anti-takeover effect and may discourage takeover attempts not first
approved by the Board of Directors (including takeovers which certain
stockholders may deem to be in their best interests). To the extent takeover
attempts are discouraged, temporary fluctuations in the market price of the
Common Stock, which may result from actual or rumored takeover attempts, may be
inhibited. These provisions, together with the classified Board of Directors and
the ability of the Board to issue Preferred Stock without further stockholder
action, also could delay or frustrate the removal of incumbent directors or the
assumption of control by stockholders, even if such removal or assumption would
be beneficial to stockholders of the Company. These provisions also could
discourage or make more difficult a merger, tender offer or proxy context, even
if they could be favorable to the interests of stockholders, and could
potentially depress the market price of the
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Common Stock. The Board of Directors believes that these provisions are
appropriate to protect the interest of the Company and all of its stockholders.
ISSUANCE OF RIGHTS. The Certificate authorized the Board of Directors
to create and issue rights (the "Rights") entitling the holders thereof to
purchase from the Company shares of capital stock or other securities. The times
at which, and the terms upon which, the Rights are to be issued may be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence the Rights. The authority of the Board of Directors
with respect to the Rights includes, but is not limited to, the determination of
(i) the initial purchase price per share of the capital stock or other
securities of the Company to be purchased upon exercise of the Rights, (ii)
provisions relating to the times at which and the circumstances under which the
Rights may be exercised or sold or otherwise transferred, either together with
or separately from, any other securities of the Company, (iii) antidilutive
provisions which adjust the number or exercise price of the Rights or amount or
nature of the securities or other property receivable upon exercise of the
Rights, (iv) provisions which deny the holder of a specified percentage of the
outstanding securities of the Company the right to exercise the Rights and/or
cause the Rights held by such holder to become void, (v) provisions which permit
the Company to redeem the Rights and (vi) the appointment of a rights agent with
respect to the Rights.
MEETINGS OF STOCKHOLDERS. The Bylaws provide that a special meeting of
stockholders may be called only by the Board of Directors unless otherwise
required by law. The Bylaws provide that only those matters set forth in the
notice of the special meeting may be considered or acted upon at that special
meeting, unless otherwise provided by law. In addition, the Bylaws set forth
certain advance notice and informational requirements and time limitations on
any director nomination or any new business which a stockholder wishes to
propose for consideration at an annual meeting of stockholders.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT. The Certificate provides that
any action required or permitted to be taken by the stockholders of the Company
at an annual or special meeting of stockholders must be effected at a duly
called meeting and may not be taken or effected by a written consent of
stockholders in lieu thereof.
AMENDMENT OF THE CERTIFICATE. The Certificate provides that an
amendment thereof must first be approved by a majority of the Board of Directors
and (with certain exceptions) thereafter approved by the holders of a majority
of the total votes eligible to be cast by holders of voting stock with respect
to such amendment or repeal; provided, however, that the affirmative vote of 80%
of the total votes eligible to be cast by holders of voting stock, voting
together as a single class, is required to amend provisions relating to the
establishment of the Board of Directors and amendments to the Certificate.
AMENDMENTS OF BYLAWS. The Certificate provides that the Bylaws may be
amended or repealed by the Board of Directors or by the stockholders. Such
action by the Board of Directors requires the affirmative vote of a majority of
the directors then in office. Such action by the stockholders requires the
affirmative vote of the holders of at least two-thirds of the total votes
eligible to be cast by holders of voting stock with respect to such amendment or
repeal at an annual
15
<PAGE>
meeting of stockholders or a special meeting called for such purposes, unless
the Board of Directors recommends that the stockholders approve such amendment
or repeal at such meeting, in which case such amendment or repeal shall only
require the affirmative vote of a majority of the total votes eligible to be
cast by holders of voting stock with respect to such amendment or repeal.
NEW YORK STOCK EXCHANGE
The Company's Common Stock is traded on the NYSE under the symbol
"AVS."
TRANSFER AGENT
The Transfer Agent for the Shares of Common Stock is Continental Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Akerman, Senterfitt & Eidson,
P.A., Miami, Florida.
EXPERTS
The consolidated financial statements and schedule, incorporated by
reference in this registration statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP, independent
certified public accountants and are included herein in reliance upon authority
of said firm as experts in accounting and auditing in giving said reports.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
(a) Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1996 (as amended on Form 10-K/A dated April
30, 1997).
(b) Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) Proxy Statement of the Company dated August 19, 1997.
(d) Current Report of the Company on Form 8-K filed on October 14,
1997.
(e) Current Report of the Company on Form 8-K filed on October 15,
1997.
(f) Current Report of the Company on Form 8-K filed on November 3,
1997.
(g) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on May 28, 1996,
together with any amendment or report filed with the Commission
for the purpose of updating such description.
(h) All reports and documents filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective date
of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document,
which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Prospectus; and
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, Aviation
Sales Company at the Company's principal executive office, 6905 NW 25th Street,
Miami, Florida 33122, Telephone (305) 592-4055.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (1)
The following is a list of estimated expenses to be incurred by the
Company in connection with the registration of the shares of Common Stock
registered hereunder:
Securities and Exchange Commission registration fee...............$ 54,200
Printing expenses................................................. 10,000
Legal fees and expenses........................................... 25,000
Accountants' fees and expenses.................................... 5,000
Miscellaneous..................................................... 10,000
=========
Total $ 104,200
=========
- -------------------
(1) Estimated except for SEC registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the provisions of Section 145(a) of the Delaware General
Corporation Law, the Company has the power to indemnify anyone made or
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Company) because such person is
or was a director or officer of the Company against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in the defense or settlement of such action, suit, or
proceeding, provided that (i) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Company's best interest and
(ii) in the case of a criminal proceeding such person had no reasonable cause to
believe his conduct was unlawful.
With respect to an action or suit by or in the right of the Company to
procure a judgment in its favor, Section 145(b) of the Delaware General
Corporation Law provides that the Company shall have the power to indemnify
anyone who was, is, or is threatened to be made a party to a threatened,
pending, or completed action or suit brought by or in the right of the Company
to procure a judgment in its favor because such person is or was a director or
officer of the Company against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, provided that such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the Company's best interests,
except that no indemnification shall be made in a case in which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall have determined upon application that, despite the adjudication of
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<PAGE>
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses.
Indemnification as described above shall only be granted in a specific
case upon a determination that indemnification is proper under the circumstances
using the applicable standard of conduct which is made by (a) a majority of a
quorum of directors who were not parties to such proceeding, (b) independent
legal counsel in a written opinion if such quorum cannot be obtained or if a
quorum of disinterested directors so directs, or (c) the shareholders of the
Company.
Section 145(g) of the Delaware General Corporation Law permits the
purchase and maintenance of insurance to indemnify directors and officers
against any liability asserted against or incurred by them in any such capacity,
whether or not the Company itself would have the power to indemnify any such
director or officer against such liability. The Company intends to obtain such
insurance and premiums will be paid by the Company.
The Certificate of Incorporation of the Company provides for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as the same
may be amended or supplemented. The Certificate of Incorporation further
provides that the indemnification provided for therein shall not be exclusive of
any rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise.
The Certificate of Incorporation also contains a provision that
eliminates the personal liability of the Company's directors to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a
director. The provision does not limit a director's liability for (i) breaches
of duty of loyalty to the Company or its shareholders, (ii) acts or omissions
not in good faith, involving intentional misconduct or involving knowing
violations of law, (iii) the payment of unlawful dividends or unlawful stock
repurchases or redemptions under Section 174 of the Delaware General Corporation
Law, or (iv) transactions in which the director received an improper personal
benefit. Depending on judicial interpretation, the provision may not affect
liability for violations of the federal securities laws.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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ITEM 16. EXHIBITS
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity
of the Shares
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney - included as part of the signature page
hereto
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the high or low end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the "Calculation of
Registration Fee" table in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offerings of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(1) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the issuer of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 17th day of November,
1997.
AVIATION SALES COMPANY
(Registrant)
By: /s/ DALE S. BAKER
------------------------
Dale S. Baker
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
Each person whose signature appears below appoints Dale S. Baker, as
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his stead, in any capacities to sign any and
all amendments, including post-effective amendments to this Registration
Statement and to file the same, with all exhibits thereto and all other document
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed by the following persons in the
capacities and on the dates indicated below:
SIGNATURES TITLES DATE
---------- ------ ----
/s/ DALE S. BAKER President and Chief November 17, 1997
- ----------------------- Executive Officer and
Dale S. Baker Chairman of the Board
(Principal Executive Officer)
/s/ JOSEPH E. CIVILETTO Vice President and Chief November 17, 1997
- ----------------------- Financial Officer (Principal
Joseph E. Civiletto Financial and Accounting
Officer)
/s/ HAROLD M. WOODY Executive Vice President and November 17, 1997
- ----------------------- Director
Harold M. Woody
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<PAGE>
SIGNATURES TITLES DATE
---------- ------ ----
/s/ ROBERT ALPERT Director November 17, 1997
- ---------------------
Robert Alpert
/s/ SAM HUMPHREYS Director November 17, 1997
- ----------------------
Sam Humphreys
/s/ TIM WATKINS Director November 17, 1997
- ----------------------
Tim Watkins
/s/ KAZUTAMI OKUI Director November 17, 1997
- ----------------------
Kazutami Okui
II-6
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity
of the Shares
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney - included as part of the signature page
hereto
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
Telephone: (305) 374-5600
Telecopy: (305) 374-5095
November 17, 1997
Aviation Sales Company
6905 N.W. 25th Street
Miami, FL 33122
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Aviation Sales Company, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"). The Registration Statement relates to
an aggregate of 5,308,970 shares of the Company's common stock, par value $.001
per share, all of which are issued and outstanding (the "Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the Shares have been duly and validly authorized and are validly issued,
fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
<PAGE>
Aviation Sales Company
November 17, 1997
Page 2
- ------------------------
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption "Legal
Matters" in the prospectus which is part of the Registration. In giving such
consent, we do not thereby admit that we are included within the category of
persons whose consent is required under Section 7 of the Securities Act to the
rules and regulations promulgated thereunder.
Very truly yours,
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
--------------------------------------
AKERMAN, SENTERFITT & EIDSON, P.A.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 5, 1997 included in Aviation Sales Company and subsidiaries' Form 10-K
for the year ended December 31, 1996 and to all references to our Firm included
in this registration statement.
ARTHUR ANDERSEN LLP
Miami, Florida
November 13, 1997
