<PAGE>
Exhibit (a)(1)(A)
LETTER OF TRANSMITTAL
AVIATION GROUP, INC.
OFFER TO EXCHANGE
SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK
FOR SHARES OF SERIES B PREFERRED STOCK
PURSUANT TO THE JOINT PROXY STATEMENT/PROSPECTUS, DATED _________, 2000
AND SUPPLEMENT DATED __________, 2000
--------------------------------------------------------------------------------
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., DALLAS, TEXAS TIME, ON
__________, 2000, UNLESS EXTENDED BY AVIATION GROUP. TENDERS MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
--------------------------------------------------------------------------------
The Exchange Agent for the Exchange Offer is:
AVIATION GROUP, INC.
By Mail, Overnight or Hand Delivery:
700 North Pearl Street, Suite 2170
Dallas, Texas 75201
For information call:
Richard Morgan
(214) 922-8100, ext. 1102
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS
LISTED ABOVE DOES NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
By signing this Letter of Transmittal, you hereby acknowledge that you have
received and reviewed the Joint Proxy Statement/Prospectus, dated _________,
2000 together with the Supplement thereto dated ___________, 2000 (collectively,
the "Prospectus"), of Aviation Group, Inc., a Texas corporation ("Aviation
Group") and this Letter of Transmittal. The Prospectus, together with this
Letter of Transmittal, constitutes Aviation Group's offer (the "Exchange Offer")
to exchange one share of Series C Convertible Preferred Stock, par value $0.01
per share (each, a "Series C Share"), for each outstanding share of Series B
Preferred Stock, par value $0.01 per share (each, a "Series B Share"), of
Aviation Group. This Exchange Offer is being extended to all holders of the
Series B Shares.
<PAGE>
If you decide to tender your shares, this will constitute a binding
agreement between you and Aviation Group, subject to the terms and conditions
set forth in the Prospectus and this Letter of Transmittal. In order to properly
complete this Letter of Transmittal, you must: (1) complete the box entitled
"Description of Series B Shares Tendered;" (2) if appropriate, check and
complete the boxes entitled "Special Issuance Instructions" and "Special
Delivery Instructions;" (3) sign this Letter of Transmittal by completing the
box entitled "Shareholders Sign Here;" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Series B
Shares Tendered" and signing below, you will have tendered your Series B Shares
for exchange on the terms and conditions described in the Prospectus and this
Letter of Transmittal. You should read the detailed instructions below before
completing this Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
THIS BOX TO BE COMPLETED BY ALL TENDERING HOLDERS OF SERIES B SHARES.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
DESCRIPTION OF SERIES B SHARES TENDERED
(See Instructions 3 and 4)
--------------------------------------------------------------------------------------------------------
Shares Tendered
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number
of Shares
Name(s) and Address(es) of Registered Holder(s) Represented Number of
(Please fill in exactly as name(s) appear(s) on Certificate by Shares
share certificate(s)) Number(s) Certificate(s) Tendered*
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
Total Shares
--------------------------------------------------------------------------------------------------------
</TABLE>
* Unless otherwise indicated, it will be assumed that all described Shares
are being tendered.
See Instruction 4.
2
<PAGE>
--------------------------------------------------------------------------------
[_] ONLY CHECK HERE AND COMPLETE THE FOLLOWING INFORMATION IF ANY OF THE
CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR
DESTROYED AND SEE INSTRUCTION 10:
Number of Shares represented by the lost or destroyed certificates:__________
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 4, 5 AND 7)
<S> <C>
To be completed ONLY if certificates for Series B To be completed ONLY if certificates for Series B
Shares not tendered and/or the Series C Shares Shares not tendered and/or the Series C Shares
delivered pursuant to the exchange are to be issued delivered pursuant to the exchange are to be sent to
in the name of someone other than the undersigned. someone other than the undersigned, or to the
undersigned at an address other than that above.
Issue Certificates for: Mail Certificates for:
[_] Series B Shares [_] Series C Shares to: [_] Series B Shares [_] Series C Shares to:
Name: ______________________________________________ Name: ______________________________________________
(Please Print) (Please Print)
Address: ___________________________________________ Address: ___________________________________________
____________________________________________________ ____________________________________________________
____________________________________________________ ____________________________________________________
(Include Zip Code) (Include Zip Code)
____________________________________________________ ____________________________________________________
</TABLE>
3
<PAGE>
TAXPAYER IDENTIFICATION
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN OR EMPLOYER --------------------------------------
FORM W-9 IDENTIFICATION NUMBER IN THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING AND DATING OR ----------------------------------
Department of the BELOW. Employer Identification Number
Treasury Internal ------------------------------------------------------------------------------------------
Revenue Service Payer's PART II -- Check the box if you are not subject to backup withholding under the
Request for Taxpayer provisions of section 340(A)(1)(C) of the Internal Revenue Code because either (1) you
Identification Number are exempt from backup withholding; (2) you have not been notified that you are subject
("TIN") to backup withholding as a result of failure to report all interest or dividends; or (3)
the Internal Revenue Service has notified you that you are no longer subject to backup
withholding. [_]
------------------------------------------------------------------------------------------
PART III - Awaiting TIN [_]
-----------------------------------------------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that the information provided on this form is true, correct
and complete.
SIGNATURE ______________________________________________________________________ DATE _____________________________
______________________________________________________________________________________________________________________
Name (Please Print)
______________________________________________________________________________________________________________________
Address
______________________________________________________________________________________________________________________
(Include Zip Code)
_____________________________________________________________________________________________________________________
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR
TIN.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Center or Social Security Administration Office or (2) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a TIN by the time of payment, 31% of all payments made to
me thereafter will be withheld until I provide a number.
Signature: ___________________________________ Date: _______________
--------------------------------------------------------------------------------
4
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Aviation Group, Inc., a Texas corporation
("Aviation Group"), the Series B Preferred Shares, par value $0.01 per share
(the "Series B Shares") described above in the box entitled "Description of
Series B Shares Tendered" in exchange for one share of Aviation Group Series C
Convertible Preferred Stock, par value $0.01 per share ("the Series C Shares")
for each Series B Share tendered, upon the terms and subject to the conditions
set forth in the Joint Proxy Statement/Prospectus dated _______, 2000 and
Supplement thereto dated __________, 2000 (collectively, the "Prospectus") and
this Letter of Transmittal. The Prospectus, together with this Letter of
Transmittal, constitute the "Exchange Offer," receipt of which is hereby
acknowledged.
Upon the terms of the Exchange Offer, upon acceptance for exchange of the
Series B Shares tendered by this Letter of Transmittal, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Aviation Group all right,
title and interest in and to all the Series B Shares that are being tendered by
this Letter of Transmittal and irrevocably constitutes and appoints Aviation
Group, as Exchange Agent, the true and lawful agent and attorney-in-fact of the
undersigned, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to the full extent
of the undersigned's rights with respect to such Series B Shares, (a) to accept
certificates for the Series B Shares and transfer ownership of such Series B
Shares on Aviation Group's stock transfer books together, in any such case, with
all accompanying evidences of transfer and authenticity, (b) to cause such
Series B Shares to be transferred on Aviation Group's books and (c) to receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Series B Shares, all in accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Series B Shares and, when the same are accepted for exchange by Aviation Group,
Aviation Group will acquire good title thereto, free and clear of all liens,
restrictions, claims and encumbrances, and the same will not be subject to any
adverse claim. The undersigned will, upon request, execute any additional
documents deemed by Aviation Group to be necessary or desirable to complete the
sale, assignment and transfer of the tendered Series B Shares. The undersigned
has read and agreed to all the terms of the Exchange Offer.
All authority conferred or agreed to be conferred pursuant to this Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except in accordance with the terms and conditions set forth in the Prospectus,
this tender is irrevocable.
The names and addresses of the registered holders should be printed exactly
as they appear on the Series B Share Certificates tendered with this Letter of
Transmittal. The certificate numbers, the number of Series B Shares represented
by such Series B Share Certificates and the number of Series B Shares that the
undersigned wishes to tender should be indicated in the appropriate boxes.
The undersigned understands that the valid tender of Series B Shares
pursuant to the procedures described in the Prospectus and in the Instructions
to this Letter of Transmittal will constitute a binding agreement between the
undersigned and Aviation Group upon the terms and subject to the conditions of
the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Series C Share Certificates and/or return any certificates for Series
B Shares not tendered for exchange in the name(s) of the registered holder(s)
appearing under "Description of Series B Shares Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the
Series C Share Certificates and/or return any certificates for Series B Shares
not tendered for exchange (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Series B
Shares Tendered." In the event that both "Special Delivery Instructions" and
"Special Issuance Instructions" are completed, please issue the Series C Share
Certificates and/or return any certificates for Series B Shares not tendered for
exchange (and any accompanying documents, as appropriate) in the name of, and
deliver such Series C Share Certificates and/or return such Series B Shares (and
any accompanying documents, as appropriate) to the person or persons so
indicated. The undersigned recognizes that Aviation Group has no obligation
pursuant to "Special Issuance Instructions" to transfer any Series B Shares from
the name of the registered holder thereof if Aviation Group does not accept for
exchange any of the Series B Shares so tendered.
5
<PAGE>
--------------------------------------------------------------------------------
IMPORTANT
SHAREHOLDERS MUST SIGN HERE
(SEE INSTRUCTIONS 1 AND 5)
Signature(s) of Holder(s): ___________________________________________________
(Sign Here)
___________________________________________________
(Sign Here)
Name(s): _____________________________________________________________________
(Please Print)
_____________________________________________________________________
(Please Print)
Address: _____________________________________________________________________
_____________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No.: _________________________________________
Dated: ______________________, 1999
(Must be signed by registered holder(s) as name(s) appear(s) on the
Certificate(s) for the Series B Shares or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted herewith. If
signature is by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 5.)
Capacity (full title): _______________________________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)
Signature of Holder(s):_______________________________________________________
Name(s):______________________________________________________________________
(Please Print)
Name of Firm:_________________________________________________________________
Address:______________________________________________________________________
______________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No.:__________________________________________
Dated: ______________________, 1999
--------------------------------------------------------------------------------
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter
of Transmittal if this Letter of Transmittal is signed by the registered
holder(s) of Series B Shares tendered with this Letter of Transmittal, unless
such registered holder(s) has completed either the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal. In all other cases, all signatures on this Letter of
Transmittal must be guaranteed by a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Security Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (such participant, an "Eligible Institution"). See Instruction
5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter of
Transmittal is to be completed by shareholders if certificates are to be
tendered herewith. For a shareholder to validly tender Series B Shares pursuant
to the Exchange Offer, a Letter of Transmittal, properly completed and duly
executed, together with any required signature guarantees, and any other
required documents, must be received by Aviation Group at its address set forth
herein prior to the expiration date and certificates for tendered Series B
Shares must be received by Aviation Group at its address herein prior to the
expiration date.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER.
SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY AVIATION GROUP.
WE RECOMMEND DELIVERY BY OVERNIGHT MAIL SERVICE, BY CERTIFIED MAIL OR BY HAND
DELIVERY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering shareholders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their Series B Shares for
exchange.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Series B Shares should be listed on a
separate schedule attached hereto.
4. PARTIAL TENDERS. If fewer than all the Series B Shares evidenced by any
certificate submitted are to be tendered, fill in the number of Series B Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In such
case, new certificate(s) for the remainder of the Series B Shares that were
evidenced by the old certificate(s) will be sent to the registered holder,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the acceptance for exchange of the Series B Shares
tendered with this Letter of Transmittal. All Series B Shares represented by
certificates delivered to Aviation Group will be deemed to have been tendered
unless otherwise indicated.
Except as otherwise provided in this Letter of Transmittal, tenders of
Series B Shares may be withdrawn at any time on or prior to the expiration of
this Exchange Offer. In order to withdraw your tender, you must provide us with
a written notice of withdrawal at the address indicated on the Letter of
Transmittal, specifying your name and the number of shares being withdrawn,
including the certificate number of the certificate representing the Series B
Shares being withdrawn. The notice of withdrawal must be signed by the same
person and in the same manner as the person who tendered the shares.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder of the Series B Shares
tendered hereby, the signature must correspond with the name as written on the
face of the certificate(s) without any change whatsoever. If any of the Series B
Shares tendered hereby are owned of record by two or more joint owners, all such
owners must sign this Letter of Transmittal.
If any tendered Series B Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
7
<PAGE>
If this Letter of Transmittal or any certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Aviation Group of their authority so to act must be submitted.
When this Letter of Transmittal is signed by the registered owner(s) of the
Series B Shares listed and transmitted by this Letter of Transmittal, no
endorsements of certificates or separate stock powers are required unless Series
C Shares are to be issued to, or certificates for Series B Shares not tendered
for exchange are to be issued to, a person other than the registered owner(s).
Signatures on such certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the certificates listed, the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates. Signatures on such certificates or stock powers must be guaranteed
by an Eligible Institution.
6. STOCK TRANSFER TAXES. Aviation Group will pay any stock transfer taxes with
respect to the exchange of Series B Shares for Series C Shares pursuant to the
Exchange Offer. If, however, Series C Shares are to be issued to, or if
certificates for Series B Shares not tendered for exchange are to be registered
in the name of, any person(s) other than the registered owner(s), or if tendered
certificates are registered in the name(s) of any person(s) other than the
person(s) signing this Letter of Transmittal, the registered owner will be
responsible for the payment of any applicable transfer tax. If satisfactory
evidence of payment of these taxes or an exemption from payment is not submitted
with this Letter of Transmittal, no certificates for Series C Shares will be
issued until such evidence is received by Aviation Group.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Series C Shares are to be
issued in the name of, and/or certificates for Series B Shares not tendered for
exchange are to be returned to, a person other than the signer of this Letter of
Transmittal or if Series C Shares are to be sent and/or Series B Shares are to
be returned to a person other than the signer of this Letter of Transmittal or
to an address other than that shown above, the appropriate boxes on this Letter
of Transmittal should be completed.
8. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income tax
law, a holder whose tendered Series B Shares are accepted for exchange is
required to provide the Exchange Agent with the holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 above. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service may
subject the holder or other payee to a $50 penalty. In addition, cash payments,
if any, to such holders or other payees with respect to Series B Shares
exchanged in the Exchange Offer may be subject to 31% backup withholding.
Certain holders - including, among others, corporations, financial
institutions and certain foreign persons - may not be subject to these backup
withholding and reporting requirements. These holders should nevertheless
complete the Substitute Form W-9 above, and check the box in Part 2 of the
Substitute Form W-9, to avoid possible erroneous backup withholding. A foreign
person may qualify as an exempt recipient by submitting a properly completed IRS
Form W-8, signed under penalties of perjury, attesting to that holder's exempt
status.
9. WAIVER OF CONDITIONS. Aviation Group reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Exchange Offer,
in whole or in part, in the case of any Series B Shares tendered.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance or additional copies of the Prospectus or this Letter of Transmittal
may be directed to Richard L. Morgan, Executive
8
<PAGE>
Vice President and Chief Financial Officer of Aviation Group, Inc., at 700 North
Pearl Street, Suite 2170, Dallas, Texas 75201, telephone number (214) 922-8100,
ext. 1102.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Series B Shares has been lost, destroyed or stolen, the shareholder should
promptly notify Aviation Group by checking the box immediately preceding the
special issuance/special delivery instructions and indicating the number of
Series B Shares lost. The shareholder will then be instructed as to the steps
that must be taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES AND ANY OTHER REQUIRED DOCUMENTS, AND CERTIFICATES FOR TENDERED
SHARES MUST BE RECEIVED BY AVIATION GROUP PRIOR TO THE EXPIRATION DATE.
9
