SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): August 6, 1998
Aviation General, Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 0-21540 Applied for
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
7200 NW 63rd Street
Hanger 8, Wiley Post Airport
Bethany, Oklahoma 73008
(Address of principal executive offices, including zip code)
(405) 495-8080
(Registrant's telephone number, including area code)
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Item 5. Other Events
Effective August 6, 1998, the shares of common stock, $.50 par value,
of Aviation General, Incorporated, a Delaware corporation (the "Company"), were
deemed registered under section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Company is a "successor issuer" to Commander
Aircraft Company, a Virginia corporation ("Commander"), within the meaning of
Rule 12g-3(a) under the Exchange Act, as a result of a merger in which one share
of Company common stock was exchanged for each outstanding share of Commander
common stock, and Commander became a wholly owned subsidiary of the Company.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
2.1 Form of Agreement and Plan of Reorganization
(incorporated by reference to the Company's
registration statement on Form S-4 filed on June 12,
1998).
99 Press release.
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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.
Aviation General, Incorporated
By: /s/ STEPHEN R. BUREN
Stephen R. Buren
Vice President, Chief Financial
Officer and Treasurer
Date: August 13, 1998
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Exhibit 99
Commander Aircraft Company Merges Into Aviation General, Incorporated, a Newly
Formed Delaware Holding Company
BETHANY, Okla.--(BUSINESS WIRE)--Aug. 10, 1998--Commander Aircraft Company
(NASDAQ: CMDR - news) announced that its shareholders have approved the merger
of Commander into Aviation General, Incorporated, a newly formed Delaware
holding company.
In the merger, each share of Commander common stock was converted into a share
of Aviation General common stock. The common stock will continue to trade on the
Nasdaq SmallCap Market, where it is expected to begin trading under the name
Aviation General, Incorporated and the ticker symbol "AVGE" on Tuesday, August
11.
It will not be necessary for shareholders to exchange their Commander stock
certificates for stock certificates of Aviation General. Until surrendered for
cancellation, such certificates will be deemed for all corporate purposes to
evidence ownership of Aviation General common stock into which Commander common
stock was converted.
The merger will not directly affect the Company's operations or management. The
change to a new corporate structure and state of domicile is intended, however,
to enhance shareholder value over the long term by improving the Company's
ability to implement its expansion and diversification plans. Wirt D. Walker,
III, the Company's Chairman and Chief Executive Officer, stated "the new holding
company gives us an better structure for diversifying the Company's aviation
business and growing through acquisitions. We already are in the process of
organizing a new subsidiary through which the Company will conduct jet brokerage
business, and are continuing to investigate other growth opportunities."
The Company manufactures, markets and provides support services for its line of
single engine, high performance Commander aircraft: the Commander 114B, the
turbo-charged Commander 114TC and the Commander 114AT all-purpose trainer. The
Company also provides consulting and brokerage services for single engine, twin
engine, turboprop and jet aircraft, and aircraft refurbishment services such as
new paint, interiors, and avionics.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties,
including risks associated with uncertainties related to contract cancellations,
manufacturing risks, competitive factors, uncertainties pertaining to customer
orders, demand for products and services, development of markets for the
Company's products and services and other risks identified in the Company's SEC
filings. Actual results and performance may differ materially from those
indicated by the forward-looking statements.
