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UNITED STATES
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
NOVEMBER 2, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
COMMISSION FILE NUMBER 1-11775
AVIATION SALES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0665658
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6905 NW 25TH STREET
MIAMI, FLORIDA 33122
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(305) 592-4055
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N.A.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On November 2, 1999, Aviation Sales Company (the "Company") issued a
press release stating that the Company has adopted a shareholders rights plan. A
copy of the press release is attached to this Form 8-K as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99 Press Release of the Company dated
November 2, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AVIATION SALES COMPANY
/S/ DALE S. BAKER
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Date: November 5, 1999 Dale S. Baker, President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release of the Company dated
November 2, 1999
EXHIBIT 99
PRESS RELEASE
MIAMI, FLORIDA - NOVEMBER 2, 1999 -- AVIATION SALES COMPANY (NYSE:AVS)
today announced that the Board of Directors has approved the declaration of a
dividend distribution of one Preferred Share Purchase Right (a "Right") on each
outstanding share of its Common Stock. Each Right will entitle shareholders to
buy one one-thousandth of a share of newly created Series A Junior Participating
Preferred Stock of the Company at an initial exercise price of $90.00. In
general, the Rights become exercisable if a person or group hereafter acquires
15% or more of the Common Stock of the Company or announces a tender offer for
15% or more of the Common Stock. The Board of Directors will in general be
entitled to redeem the Rights at one cent per Right at any time before any such
person hereafter acquires 15% or more of the outstanding Common Stock.
The Rights are not being distributed in response to any specific effort
to acquire the Company. The Rights are designed to assure that all shareholders
of the Company receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other tactics designed to gain control of the Company without
paying all shareholders a fair price.
If a person hereafter acquires 15% or more of the outstanding Common
Stock of the Company (the "Acquiring Person"), each Right will entitle its
holder to purchase, at the Right's exercise price, a number of shares of Common
Stock having a market value at that time of twice the Right's exercise price.
Rights held by the Acquiring Person will become void. If the Company is acquired
in a merger or other business combination transaction after a person acquires
15% or more of the Company's Common Stock, each Right will entitle its holder to
purchase, at the Right's then-current exercise price, a number of the acquiring
Company's common shares having a market value at that time of twice the Right's
exercise price.
The dividend distribution will be payable on November 22, 1999 to
shareholders of record on November 12, 1999. The Rights will expire in ten
years. The Rights distribution is not taxable to shareholders.
Aviation Sales Company is a leading independent provider of fully
integrated aviation maintenance and inventory services, including aircraft heavy
maintenance, component repair and overhaul, leasing, the distribution of
aircraft spare parts and the manufacture of new components for major commercial
airlines, original equipment manufacturers and maintenance and repair
facilities.
Except for historical information contained herein, this release
contains certain forward- looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties, which may cause
the Company's actual results in future periods to differ materially from
forecasted results. A number of factors, including those identified below, could
adversely affect the
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Company's ability to obtain these results: the Company's ability to acquire
adequate inventory and to obtain favorable pricing for such inventory,
competitive pricing for the Company's products and services, increased
competition in the aircraft spare parts redistribution and MRO markets, the
ability to consummate suitable acquisitions, the continuing ability to
effectively integrate acquisitions, economic factors which affect the airline
industry, and changes in government regulations. Certain of these risks are
described in the Company's filings with the Securities and Exchange Commission
(SEC). Copies of the Company's SEC filings are available from the SEC or may be
obtained upon request from the Company. The Company does not undertake any
obligation to update the information contained herein, which speaks only as of
this date.
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CONTACT:
Aviation Sales Company, Miami
Dale S. Baker
Chairman/Chief Executive Officer
305/599-6619
or
Morgen-Walke Associates, New York
Gordon McCoun/Jennifer Angell
212/850-5600
Media contact:
Eileen King/Stacey Reed
212/850-5600
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