SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 425
Pursuant to Rule 425 under the
Securities Act of 1933
AVIATION GROUP, INC.
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(Exact name of registrant as specified in its charter)
TEXAS O-10124 75-2631373
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
700 N. Pearl Street, Suite 2170
Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 922-8100.
1
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Set forth below is the text of the Press Release dated November 8, 2000.
TRAVELBYUS.COM & AVIATION GROUP SETS DATE
FOR BUSINESS COMBINATION VOTE BY SHAREHOLDERS
Dallas, Texas and White Rock, B.C. November 8, 2000- travelbyus.com
ltd. (Toronto Stock Exchange: TBU; Frankfurt Stock Exchange: TVB) and Aviation
Group, Inc. (Nasdaq SmallCap: AVGP) announced today that their registration
materials have become effective with the United States Securities & Exchange
Commission. Consequently, each company has scheduled a special meeting of
shareholders for December 20, 2000 to approve the proposed business combination
of the two companies. Approval of the business combination has been unanimously
approved and recommended by the boards of directors of both companies.
Completion of the business combination is also conditioned on final approval by
an Ontario court.
When the combination is completed, travelbyus.com shareholders will own
approximately 95% of the combined company, with the remainder owned by Aviation
Group shareholders. The name of the combined company will be changed to
travelbyus, Inc. travelbyus, Inc. has been assigned "TRIP" as its new trading
symbol by the Nasdaq Stock Market to become effective when the business
combination closes shortly after the shareholder approvals.
Management confirmed today that, if the combination is completed, the
combined companies will create a content-rich, e-commerce-based provider of
travel services of significant size, with greater access to U.S.-based capital
markets. "The completion of the business combination will allow us to continue
aggressively in our quest to build a dominant travel service enterprise", said
Bill Kerby, travelbyus.com and Aviation Group CEO.
The December 20, 2000 meetings will be held in Toronto, Canada (for
travelbyus.com) and Dallas, Texas (for Aviation Group, Inc.), both set for 11:00
am Eastern Standard Time. Shareholders of record on October 25, 2000 will be
eligible to vote at the Aviation Group meeting, and shareholders of record on
November 8, 2000 will be eligible to vote at the travelbyus.com meeting.
travelbyus.com is a clicks and mortar travel company that is
integrating carefully selected traditional travel companies into its
travelbyus.com website and centralized call center. Through the travelbyus.com
Web site, consumers have the ability to book travel reservations worldwide. In
addition to offering consumers travel options through the Internet,
travelbyus.com also offers the consumer travel options through 1-800-i-travel
call centers and traditional travel agencies. Since April 1999, travelbyus.com
has focused on completing strategic acquisitions to build the components of
travelbyus.com's business model, which include product offerings, distribution,
marketing and technology. travelbyus.com provides a broad range of travel
products, targeted primarily at the leisure customer, including airline tickets,
cruise packages and ground packages.
Aviation Group provides services and products to airline companies and
other aviation firms primarily in the United States. Aviation Group's businesses
consist of painting and paint stripping services for commercial and freight
aircraft and the manufacture, sale and repair of aircraft batteries and aircraft
and truck weighing scales. Aviation Group's subsidiary, Global Leisure Travel,
Inc., is primarily engaged in the wholesale and retail sale of travel packages
for both domestic and Pacific Island and Australian destinations. Travel
packages created by Global Leisure include airline tickets, hotel
accommodations, automobile rentals and other land components. Global Leisure
contracts with vendors and primarily markets the packages directly to retail
travel agents.
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This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities nor shall there be any sale of any securities in
any state or Canadian province in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under applicable securities
laws. Prospective investors are urged to read the joint proxy
statement/prospectus and registration statement filed with the Securities and
Exchange Commission by Aviation Group in connection with its proposed
arrangement with travelbyus.com. These documents are available for free at the
Securities and Exchange Commission's EDGAR website at www.sec.gov and may be
obtained for free from Aviation Group upon request.
Except for the historical information contained herein, this press release
contains statements that constitute forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that may cause or
contribute to such differences include, among other things, the ability to close
the proposed transaction disclosed above, dependence on certain vendors, changes
in the travel industry, seasonability of business, risk of future losses from
operations, regulation and development of the Internet, brand identification of
travelbyus.com's business, declines in travel commission rates, technological
changes, the ability to sell all or a portion of Aviation Group's businesses,
environmental regulation and increased competition in the on-line travel
services industry. Other risks and uncertainties include changes in business
conditions and the economy in general, changes in governmental regulations, and
other risk factors identified in public filings by Aviation Group or
travelbyus.com under "Risk Factors." Aviation Group and travelbyus.com do not
undertake any obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
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Contacts:
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travelbyus.com ltd.: Aviation Group, Inc.:
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Bill Kerby Lee Sanders
Chief Executive Officer Chairman
Telephone: (604) 541-2400 Telephone:(214) 922-8100, ext. 1100
E-Mail: [email protected] E-Mail: [email protected]
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Richard Morgan
Executive Vice President, CFO
Telephone: (214) 922-8100, ext. 1102
E-Mail: [email protected]
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Press Contacts:
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North America: Barry S. Kaplan
Telephone: (732) 747-0702
E-Mail: [email protected]
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Europe: Christopher Bruening
Telephone: 49 61 96 88 00 210
E-Mail: [email protected]
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