SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 425
Pursuant to Rule 425 under the
Securities Act of 1933
AVIATION GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS 0-10124 75-2631373
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
700 N. Pearl Street, Suite 2170
Dallas, Texas 75201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 922-8100.
1
<PAGE>
Listed below is the press release of Aviation Group, Inc. dated March 21, 2000.
Aviation Group Announces Appointment of travelbyus.com
Officers to its Board of Directors
March 21, 2000: Dallas, Texas. Aviation Group, Inc. (NASDAQ: AVGP) announced
today that it has executed the necessary agreements to acquire Global Leisure
Travel, Inc. of Seattle, Washington. Simultaneous with this transaction, and in
preparation for its upcoming merger with Canadian-based travelbyus.com, Ltd.,
Aviation Group, Inc. appointed two travelbyus.com executives to its Board of
Directors.
Appointed to Aviation Group's Board were Mr. Bill Kerby, travelbyus.com's CEO,
and John Snyder, travelbyus.com's president. Kerby also assumes the role of CEO
for Aviation Group. Mr. Lee Sanders, Aviation Group's founder, remains as
Chairman of Aviation Group.
On March 2, 2000, Aviation Group, Inc., a Texas corporation ("Aviation Group"),
acquired a controlling stock interest in Global Leisure Travel, Inc., a
Washington corporation ("Global"), through the investment of U.S. $2,000,000.
Aviation Group subsequently invested an additional U.S. $2,500,000 in Global.
With the invested funds, Aviation Group purchased 450,000 shares of the Series B
Preferred Stock of Global (the "Global Stock"). The Global Stock entitles
Aviation Group to a controlling vote in matters submitted to the holders of
Global's voting capital stock. The funds for this acquisition were provided to
Aviation Group by travelbyus.com, Ltd. ("travelbyus"), an Ontario corporation
traded on the Toronto Stock Exchange under the symbol "TBU" and the Frankfurt
Stock Exchange under the symbol "TVB." Travelbyus invested U.S. $4,500,000 in
the purchase of nonvoting, Series B Preferred Stock issued by Aviation Group
(the "Aviation Group Preferred Stock") contemporaneous with Aviation Group's
investments in Global.
As part of the acquisition of Global, the prior Global directors have resigned
and been replaced by three directors: Richard Morgan, Aviation Group's Chief
Financial Officer, Bill Kerby and Jon Snyder.
Bill Kerby is a director and Vice Chairman and Chief Executive Officer of
travelbyus and responsible for setting the strategic direction of that company.
Prior to travelbyus, he was the founder, President and Chief Executive Officer
of Leisure Canada Inc., a publicly traded company in the travel industry, where
his experience ranged from hotel and resort development to overseeing that
company's travel division assets. Mr. Kerby graduated from York University with
a degree in Economics.
Jon Snyder is President of travelbyus. He has been involved in the travel
industry for over 30 years. He was one of the principals involved in the
creation of the American Airlines FlyAAway Vacations program and served as
President of that program.
Both the Global Stock and the Aviation Group Preferred Stock have 12% dividend
rates, if and when declared by the respective Boards of Directors. Aviation
Group Preferred Stock is redeemable from travelbyus at the option of Aviation
Group after February 2001 at a redemption price equal to the original investment
plus any accrued, unpaid dividends. Aviation Group may also elect at any time to
cause Global to redeem the Global Stock from Aviation Group.
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 providence in which such offer, solicitation or sale would
be unlawful prior to regiatration or qualification under the applicable
securities laws. Prospective investors are urged to read, when filed with the
Securities and Exchange Commission, the prospectus/joint proxy statement and
registration statement that will be filed by Aviation Group in connection with
the transactions described in this press release. After filing, these documents
will be 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.
