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): February 28, 2000
Aviation Group, Inc.
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(Exact name of registrant as specified in its charter)
Texas 0-10124 75-2631373
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
700 North 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
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(Former name or former address, if changed from last report)
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Item 5. Other Events.
Aviation Group, Inc., a Texas corporation (the "Company"), announced
that it has entered into letters of intent with Global Leisure Travel, Inc., a
Washington corporation ("GLTI") and travelbyus.com ltd., an Ontario corporation
("travelbyus"). The Company intends to acquire 100% of GLTI through a merger
between a subsidiary of the Company and GLTI. In addition, the Company intends
to pursue regulatory and shareholder approval to merge a newly formed subsidiary
with travelbyus. The Company hereby incorporates by reference into this Item 5
the press releases, attached hereto as Exhibits 99.1 - 99.3.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release of Aviation Group, Inc. issued February 28, 2000.
99.2 Press release of travelbyus.com, ltd. issued February 28, 2000.
99.3 Press release of Aviation Group, Inc. issued February 28, 2000.
SIGNATURES
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 GROUP, INC.
Dated as of February 28, 2000 By:/s/ Lee B. Sanders
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Lee B. Sanders, President
2
Aviation Group Announces Letter of Intent to Merge
Leading Travel Services & e-Commerce Companies
$120MM Proforma Revenues on $4.2 Billion in Travel Bookings
Dallas, Texas. Aviation Group, Inc. (NASDAQ: AVGP) announced today that its
Board of Directors has unanimously approved a Letter of Intent to acquire 100%
ownership in Global Leisure, Inc. The Company also announced that immediately
following this transaction it will pursue regulatory and shareholder approval to
merge with travelbyus.com, Ltd. (Toronto Stock Exchange: TBU; Frankfurt stock
exchange: TVB).
Travelbyus.com, Ltd. is a leading supplier of travel products including discount
tickets, vacation packages, and other travel products. These products are sold
worldwide through travelbyus.com's web page, its branded 800-iTRAVEL phone
system, and over 2,000 North American travel agent affiliates. Global Leisure is
a Seattle-based bulk-buyer of air tickets and packages, and has contracts with
certain major domestic air carriers that will add significantly to the combined
enterprise's product content.
The combined business represents approximately $120 million in proforma annual
revenues from gross travel billings exceeding $4.2 billion, and upon
consolidation and elimination of overlapping expenses can be significantly
profitable in the near term. There are numerous content-rich acquisition
opportunities, and the combined entity will benefit from strategic operating
leverage exceeding other existing e-commerce travel service Internet portals in
today's marketplace, the Company reported.
"This transaction repositions Aviation Group to participate in the creation of a
global e-commerce travel content and distribution entity. travelbyus.com is on
the for-front of the current paradigm shift in the trillion- dollar travel
industry. The Internet will become the framework upon which this industry rests.
Bill Kerby and the travelbyus.com team are already well underway to becoming a
leader in the movement", said Lee Sanders, Aviation Group Chairman.
In the second phase of the transaction, the companies have agreed to immediately
prepare and file a definitive agreement with all necessary regulatory
authorities to approve by shareholder consent a merger of travelbyus.com, Ltd.
into Aviation Group, Inc. in a share-for-share exchange. Each travelbyus.com,
Ltd. Shareholder will receive one newly issued Aviation Group common share for
each travelbyus.com common share. Aviation Group will change its name to
travelbyus.com, Inc. upon consummation of the transaction. The structure
anticipates a tax-free exchange for travelbyus.com, Ltd.'s shareholders.
There are presently 71,000,000 common shares of travelbyus.com, Ltd.
outstanding, versus 3,600,000 Aviation Group, Inc. common shares outstanding,
and shares of the combined company will be owned pro- rata. Owners and debt
holders of Global Leisure, Inc. will receive certain additional Aviation Group
convertible preferred stock and stock warrants approximating $16 million in the
transaction.
The companies also jointly announced that Doerge Capital Management of Chicago,
Illinois, a division of Balis Lewittes & Coleman, Inc., will assist in the
closing of this transaction and provide up to $18 million in additional
financing to assist in completing the transaction and fund continued acquisition
and growth activities. "Global Leisure is a good fit for travelbyus.com, Ltd.
The merger of the two companies into Aviation Group can allow us to build and
fund a significant enterprise with strong international and domestic
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investor support", and David Doerge, Managing Principal of Doerge Capital.
Travelbyus.com, Ltd. has previously raised a total of $30 million in
subordinated debt and common stock proceeds during the past nine months, it was
reported.
Bill Kerby, travelbyus.com's CEO, will become CEO of Aviation Group and the
combined enterprise, with the board of directors to consist of representatives
from each company, it was announced. "By acquiring Global Leisure and merging
into Aviation Group, we move travelbyus.com into the next phase of our business
plan", said Kerby. "Global Leisure's bulk airline ticket purchase contracts,
combined with our existing vacation package and other products, gives us major
content to move through our e-commerce and travel agent channels. Access to
United States capital markets and stock exchanges through Aviation Group will
empower us to continue our aggressive growth and build a significantly stronger
institutional shareholder base in the near term", said Kerby.
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 Company's
ability to close the proposed transactions disclosed. Other risks and
uncertainties include changes in business conditions and the economy in general,
changes in governmental regulations, unforeseen litigation and other risk
factors identified in the Company's public filings under "Risk Factors". The
Company undertakes no obligation to update these forward- looking statements for
revisions or changes after the date of this press release.
travelbyus.com
FOR IMMEDIATE RELEASE
travelbyus.com TO MERGE WITH NASDAQ LISTED AVIATION
GROUP INC. & ACQUIRE VACATION WHOLESALE
TRAVEL BUSINESS
COMBINED COMPANIES TO HAVE ANNUAL REVENUES OF
US$120 MILLION
White Rock, B.C. February 28, 2000 - travelbyus.com ltd. (Toronto Stock
Exchange: TBU; Frankfurt Stock Exchange; TVB) announced today that its Board of
Directors has unanimously approved a binding Letter of Intent to merge with
Aviation Group, Inc., Dallas, Texas (NASDAQ; AVGP), and through Aviation Group
Inc., acquire 100% of Seattle based Global Leisure Travel Inc. The newly
combined NASDAQ Company will have annual revenues in excess of US$120 million.
Gross travel bookings through Newco's portal website, 2,000 North American
travel agent affiliates, its 800-i-travel call center, consolidators and tour
operators are expected to exceed US$4.2 billion this year.
travelbyus.com also announced that it will immediately prepare and file a
definitive agreement with all necessary regulatory authorities for approval by
the shareholders of a merger of travelbyus.com with Aviation Group Inc. on a
share for share exchange on a tax-exempt basis, Aviation Group Inc. will change
its name to travelbyus.com Inc. There are currently 71 million shares of
travelbyus.com outstanding versus 3.6 million Aviation Group Inc. common shares.
Shares of the combined NASDAQ listed company will be represented approximately
95.2% by travelbyus.com shareholders and 4.8% by Aviation Group Inc.
shareholders. All existing warrants and options will continue under the same
terms and conditions. Global Leisure debt and shareholders will be issued
US$16.2 million of 9% preferred shares and 4.25 million warrants. The preferred
shares are convertible into common stock starting September 30, 2000 at the
Company's option, using the 21-day trailing average trading price. The warrants
will be exercisable into common shares at between US$3 and US$4 per share over a
period of two years.
Doerge Capital, a division of Balis, Lewittes & Colman Inc. on a best efforts
basis, will raise up to US$18 million in preferred shares on a private placement
basis to assist Aviation Group Inc. in completing the transaction. These
preferred shares will be convertible in to common stock at the option of the
Company, based on a 21-day trailing average trading price at the end of 12
months.
"Global Leisure is a good fit for travelbyus.com and the merger of the two
companies into Aviation Group Inc. can allow us to be a part of a significant
enterprise with strong investor retail and institutional support," said David
Doerge, Chairman of Doerge Capital Management.
Global Leisure is a provider of discount air and land vacation packages and has
significant contracts with certain major domestic air carriers that can add
significantly to the combined enterprise's product content.
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Aviation Group, an aviation services company, can provide near-term access to US
capital markets and additional growth capital through the pending sale of its
existing aviation service operating divisions.
"By acquiring Global Leisure and merging into Aviation group, we move
travelbyus.com into the next phase of our business plan "said Bill Kerby,
travelbyus.com's Vice Chairman and CEO "Global Leisure's 17 major airline
contracts, multiple hotel and resort programs, and leisure packages to the South
Pacific, Mexico, Asia, Hawaii, Australia, New Zealand and continental United
States, give us major content to move through our e-commerce and travel agent
affiliate sites. The merger of travelbyus.com with Aviations Group Inc. is
subject to the execution of definitive agreements and obtaining regulatory
approvals," he added.
The Companies will hold a dial-in conference call on Tuesday, February 29, 2000
at 4.15 pm Eastern Standard time and will issue a further press release with
details of the call.
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 Company's
ability to close the proposed transaction disclosed. Other risks and
uncertainties include changes in business condition and the economy in general,
changes in governmental regulations, unforeseen litigation and other risk
factors identified in the Company's public filings under "Risk Factors." The
Company undertakes no obligation to update these forward- looking statements for
revisions or changes after the date of this press release.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state or
Canadian province in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under securities laws of such state or
province.
Aviation Group Announces Conference Call to Give Details of Merger
With travelbyus.com and the Acquisition of Global Leisure
DALLAS, Tex., Feb. 28, 2000--Aviation Group, Ltd. (Nasdaq: AVGP) announced today
that it intends to hold a conference call on Tuesday, February 29, 2000 at 4:30
p.m. EST.
Mr. Lee Sanders, Chairman of the Board of Aviation Group, commenting on the
upcoming conference call, said, "Our merger with travelbyus.com, Inc. and our
acquisition of Global Leisure, Inc. will effectuate such a profound and positive
impact on our business structure that we feel it is essential to afford the
shareholders of all companies involved the maximum opportunity to share
management's excitement over these events and to receive full answers to all the
questions they may have."
About the Company post merger
Upon completion of the transactions described in today's press release, the
Company will be positioned as a leading, fully integrated travel company
offering its own products as well as products available from other companies
through travelbyus.com's Web site, its unique 800-iTRAVEL telephone system and a
large network of conventional travel agents. The Company will have proforma
annual revenues of $120 million from gross travel billings exceeding $4.2
billion and be significantly profitable. These operational and financial
characteristics compare favorably to those of other companies in the field that
e.g., Expedia(R), Inc. (Nasdaq: EXPE) and Priceline.com (Nasdaq: PCLN).
To participate in the conference call, please call the following
teleconferencing number. Please begin placing your calls 5 minutes before the
conference call begins.
1 (800) 482-5519 (Domestic)
1 (303) 267-1002 (International)
1 (800) 482-5519 (Canada, if no answer call 1 (303) 276-1002))
Tuesday, February 29, 2000
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At: 4:30 p.m. Eastern Standard Time
3:30 p.m. Central Standard Time
2:30 p.m. Mountain Standard Time
1:30 p.m. Pacific Standard Time
Replay: For those unable to attend the call, there will be a 48-hour replay from
5:00 p.m. (EST), February 29, 2000 until 7:00 p.m., March 2, 2000. To listen to
the replay, dial:
1 (800) 625-5288 (Domestic)
1 (303) 804-1855 (International)
ID CODE: 675589
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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 Company's
ability to close the proposed transaction disclosed above, dependence on certain
customers, changes in the airline travel industry, seasonality of the Company's
painting business, risk of future losses from operations, the ability to sell or
merge all or a portion of the Company's businesses, uninsured casualty losses,
environmental regulation of airline stripping and painting operations and
increased competition in the airline services industry. Other risks and
uncertainties include changes in business conditions and the economy, in
general, changes in governmental regulations, unforeseen litigation and other
risk factors identified in the Company's SEC filings under "Risk Factors." The
Company undertakes no obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
