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: November 3, 1999
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(Date of earliest event reported)
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FIRST AVIATION SERVICES INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21995 06-1419064
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
15 Riverside Avenue
Westport, Connecticut 06880-4214
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(Address of Principal Executive Office) (Zip Code)
(203) 291-3300
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(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Authorization of repurchase of common stock
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On November 3, 1999, First Aviation Services Inc., a Delaware corporation
(the "Company"), announced that the Company's Board of Directors had authorized
a repurchase of up to 1,000,000 shares of the Company's common stock.
The purchases will be funded from a portion of the proceeds from the sale
of the Company's National Airmotive Corporation subsidiary to Rolls-Royce North
America, Inc., for $73 million. The sale was completed on November 1, 1999. The
estimated net proceeds from the sale, after paying down National Airmotive's
outstanding debt, transaction costs and estimated income taxes on the sale are
approximately $44 million.
Repurchases may be made from time-to-time in open market transactions,
block purchases, privately negotiated transactions or otherwise at prevailing
prices. No time limit has been given for the completion of the program.
As of November 3, 1999 First Aviation had approximately 9.2
million shares of common stock outstanding.
(c) Exhibits
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99.1 Press release dated November 3, 1999 announcing the share
repurchase program.
SIGNATURES
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.
FIRST AVIATION SERVICES INC.
Date: November 9, 1999 By: /s/ John A. Marsalisi
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Name: John A. Marsalisi
Title: Secretary, Vice President &
Chief Financial Officer
FIRST AVIATION ANNOUNCES SHARE BUY-BACK
WESTPORT, CONNECTICUT, November 3, 1999 --- The Board of Directors of First
Aviation Services Inc. (NASDAQ:FAVS) announced today that it has authorized a
repurchase of up to 1,000,000 shares of its common stock. Purchases will be
funded from a portion of the proceeds from the $73 million sale of its NAC
subsidiary to Rolls-Royce North America Inc. The sale was completed on
November 1, 1999. First Aviation estimates that the net proceeds from the
sale, after paying down NAC's outstanding debt, transaction costs and
estimated income taxes on the sale will be approximately $44 million.
First Aviation has approximately 9.2 million shares outstanding.
Repurchases may be made from time-to-time in open market transactions, block
purchases, privately negotiated transactions or otherwise at prevailing
prices. No time limit has been given for the completion of the program.
"Given our current financial position and growth prospects, our Board of
Directors continues to believe that our stock is undervalued, and that the
repurchase of stock presents an excellent investment opportunity as well as a
way of enhancing shareholder value", said Aaron P. Hollander, Chairman of
First Aviation. "We expect our strong growth to continue."
First Aviation's operations include Aerospace Products International,
headquartered in Memphis, Tennessee, which is the fastest growing supplier of
aircraft parts, services and logistics to the general aviation, regional and
commercial airline markets. First Aviation Services continues to pursue
opportunities for growth through acquisition and service offering expansion.
FORWARD-LOOKING STATEMENTS
The Company from time to time may discuss forward-looking information. Except
for the historical information contained in this release, all forward looking
information are estimates of the Company's management and are subject to
various risks and uncertainties, including the Company's ability to obtain
parts from its suppliers on a timely basis, consummate suitable acquisitions,
and other items that are beyond the Company's control and may cause results to
differ from management expectations.
Contact:
John A. Marsalisi
Vice President & CFO
203-291-3303
