AVIATION GROUP INC
8-K, 2000-02-16
AIR TRANSPORTATION, SCHEDULED
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               U.S. SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                                FORM 8-K

                        Current Report Pursuant
                    To Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


     Date of report (Date of earliest event reported):    December 31, 1999
                                                        ---------------------


                           AVIATION GROUP, INC.
               ---------------------------------------
        (Exact Name of Registrant as Specified in Its Charter)

                        0-10124                    75-2631373
               ------------------------           ------------
               (Commission File Number)          (I.R.S. Employer
                                               Identification Number)

                700 North Pearl Street
                      Suite 2170

                     Dallas, Texas                   75201
               ------------------------          -------------
                (Address of Principal              (Zip Code)
                  Executive Offices)

                              (214) 922-8100
                       --------------------------
                     (Registrant's Telephone Number,
                           Including Area Code)

                                    N/A
                       --------------------------
                     (Former Name or Former Address,
                      if Changed Since Last Report)

<PAGE>

Item 2.   Acquisition or Disposition of Assets

     On December 15, 1999,  Tri-Star  Airline  Services,  Inc.  ("Tri-Star"),  a
wholly-owned  subsidiary of Avaiation Group, Inc. (the "Company"),  entered into
an agreement  with Tri-Star  Acquisition  Corp.,  d/b/a  Servisair  Texas,  Inc.
("Servisair"),  to sell all of Tri-Star's ground handling assets and operations,
which are located at Dallas/Ft. Worth International Airport. The transaction was
consummated  on December 31, 1999.  The purchase  price was  $1,500,000 in cash.
Tri-Star retained all accounts payable,  accounts  receivable and inventories of
the  business.  The Company and  Servisair  USA,  Inc.,  the parent of Servisair
joined  in the  purchase  agreement  for  certain  limited  purposes,  including
on-going cross-indemnity  covenants. The cash proceeds were used by Tri-Star and
the Company primarily to satisfy Tri-Star's revolving line of credit and certain
debts and accounts payable of the Company.

     On February 8, 2000, Casper Air Service ("CAS"), a wholly-owned  subsidiary
of the Company,  entered into an agreement to sell,  and closed the sale of, its
fixed base  operations and related  assets located in Casper,  Wyoming to Casper
Jet Center Fueling, L.L.C. ("CJCF"). The purchase price was $200,000 in cash and
the assumption by CJCF of approximately $600,000 in accounts payable of CAS. CAS
retained its inventory of aircraft parts, three aircraft and all of its accounts
receivable.  CAS intends to sell or otherwise  realize on these retained  assets
before June 30, 2000 and will not continue in business. Substantially all of the
cash purchase  price was used to pay off the debt owing on CAS's  revolving line
of credit.
                                  2

<PAGE>

                              SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

     Date: February 15, 2000.
                                                    AVIATION GROUP, INC.


                                                    By:/s/ Richard L. Morgan
                                                    ----------------------------
                                                    Richard L. Morgan,
                                                    Executive Vice President and
                                                    Chief Financial Officer


                                   3



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