SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) JULY 31, 1998
AVIATION SALES COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-11775 65-0665658
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
6905 NW 25TH STREET, MIAMI, FL 33122
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (305) 592-4055
N/A
(FORMER NAME OR FORMER ADDRESS; IF CHANGED SINCE LAST REPORT)
Page 1 of ___ pages.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 1998, (the "Effective Time") Aviation Sales Company, a
Delaware corporation (the "Company) consummated a merger (the "Merger") pursuant
to an Agreement and Plan of Merger (the "Merger Agreement") dated as of March
26, 1998 among the Company, WHC Acquisition Corp., a Delaware corporation
and a wholly-owned subsidiary of the Company ("Sub"), and Whitehall Corporation,
a Delaware corporation ("Whitehall"). At the Effective Time, Sub merged with and
into Whitehall, with Whitehall as the surviving corporation. The transaction was
negotiated on an arm's length basis, was accounted for as a pooling of interests
and treated as a tax-free reorganization for federal income tax purposes. In
connection with the Merger, each outstanding share of Whitehall common stock was
exchanged for .5143 of a share of the Company's common stock. Fractional shares
of the Company's common stock were not issued in the Merger and holders of
Whitehall common stock otherwise entitled to a fractional share of the Company's
common stock received an amount of cash equal to the same fraction of the
current market value of a whole share of the Company's common stock. In
addition, at the Effective Time, outstanding options to purchase shares of
Whitehall common stock (the "Whitehall Options") were converted into a right to
purchase that number of shares of the Company's common stock as the holder would
have been entitled to receive had they exercised such options prior to the
Effective Time and participated in the Merger. Accordingly, in connection with
the Merger, the Company issued 2,844,079 shares of its common stock in exchange
for all the outstanding common stock of Whitehall and will issue up to 257,150
shares of its authorized but unissued common stock upon the exercise of the
former Whitehall Options. The Company filed a registration statement on Form S-4
covering the common stock issued in connection with the Merger, which was
effective at the Effective Time, and the Company has agreed to file registration
statements to cover its common stock (i) issued to certain Whitehall affiliates
and (ii) to be issued upon the exercise of the former Whitehall Options.
Whitehall is an independent provider of maintenance and modification
services for commercial, military and freighter aircraft. Whitehall focuses
primarily on two categories of commercial customers: established traditional
commercial carriers that view outsourcing as a way to reduce operating expenses
and increase their competitiveness and new entrant, low-cost air carriers that
rely on outsourcing for scheduled heavy maintenance. Whitehall operates two FAA
and Joint Aviation Authority of the European Economic Community certified repair
stations that specialize in heavy maintenance and modification of Boeing 707,
727, 737, McDonnell Douglas DC-8, DC-9, DC-10 and Lockheed L-100, L-188 and
C-130 aircraft. Aviation services offered by Whitehall include schedule "A",
"B", "C" and "D" level inspections, block overhauls and repairs, corrosion
prevention and control programs and exterior stripping and painting.
Modification services provided by Whitehall include interior reconfiguration,
cargo conversions and avionics installations. Through a joint venture, Whitehall
also designs and markets hushkits designed to reduce the noise created by Boeing
737-100 and 737-200 series aircraft to levels which comply with FAA-mandated
Stage 3 noise reduction standards.
The assets of Whitehall and its subsidiaries acquired in connection
with the Merger Agreement included all rights, titles and interests of Whitehall
and its subsidiaries in and to (i) all real property, buildings and improvements
leased or used by Whitehall and its subsidiaries (ii) fixed assets owned, leased
or otherwise used by Whitehall and its subsidiaries, including equipment, (iii)
inventory, and (iv) contracts, agreements and leases of personal property. For
the foreseeable future, the Company intends to utilize such assets in connection
with the operations of the business of Whitehall and its subsidiaries.
The foregoing is a summary of certain information contained in the
Merger Agreement. Reference is made to the more detailed information contained
in such agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial Statements of the business acquired shall be
provided pursuant to an amendment to this Form 8-K.
(B) PRO FORMA FINANCIAL INFORMATION.
Proforma financial information shall be provided pursuant to
an amendment to this Form 8-K.
(C) EXHIBITS.
2.1 Agreement and Plan of Merger by and Among Aviation Sales
Company, WHC Acquisition Corp., and Whitehall Corporation,
dated as of March 26, 1998 (incorporated by reference to
Exhibit 10.1 of Registrant's registration statement on Form
S-4 filed April 30, 1998, File No. 333-51479).
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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.
August 14, 1998 AVIATION SALES COMPANY
By: /s/ Dale S. Baker
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Dale S. Baker
President and Chief Executive Officer
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