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 O-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>
Set forth below is the text of the Press Release dated June 29, 2000.
travelbyus.com
FOR IMMEDIATE RELEASE
Aviation Group Files Registration Statement for
Planned Arrangement With travelbyus.com ltd.
First Step with Trans Atlantic Strategic Partnership with Travel24.com Completed
With Cash Injection of US$8 million
White Rock, B.C. June 29, 2000 -- travelbyus.com ltd. (Toronto Stock Exchange -
TBU; Frankfurt Stock Exchange - TVB) announced today that Aviation Group, Inc.
(Nasdaq: AVGP; Boston Stock Exchange: AVG) has filed a registration statement
with the Securities and Exchange Commission relating to their previously
announced business combination. When the registration statement becomes
effective, both Companies will call shareholders meetings to vote upon the
transaction.
travelbyus.com and Aviation Group also announced today that on June 16, 2000,
travelbyus.com and Travel24.com AG (Frankfurt Neuer Market: TVD) executed
agreements relating to their previously announced intent to exchange cash and
shares in a cross-shareholding arrangement.
Under the terms of the two-part Travel24.com deal, travelbyus.com agreed to
issue 2,000,000 of its common shares at a per share price of U.S.$2.50 for a
total of U.S.$5,000,000, and a two-year convertible debenture for US$3,000,000
with the conversion price set at U.S.$3.00 per share. The above transaction,
totaling U.S. $8,000,000, closed June 28, 2000.
In the second part of the cross-shareholding arrangement, travelbyus.com agreed
to exchange 11,800,000 of its common shares at U.S. $2.50 per share in exchange
for the issuance of 1,482,594 shares of Travel24.com at an average price of U.S.
$19.90 (approximately Euro 22.00) per share. This share swap is subject to
certain legal and regulatory conditions, and is expected to be completed no
later than September 30, 2000. On a fully diluted basis, assuming completion
today, travelbyus.com would own approximately 13% of Travel24.com. Travel24.com
would own approximately 14% of travelbyus.com.
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
<PAGE>
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 or merge 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, unforeseen liquidation and other risk factors identified in public
filings by Aviation Group or travelbyus.com under "Risk Factors." Aviation Group
does not undertake any obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
Contacts:
Travelbyus.com ltd. Peter Rooney
Telephone: (905) 475-5111
Email: [email protected]
----------------------
Aviation Group Inc. Lee Sanders, Chairman
Telephone: (214) 922-8100 Ext 1100
Email: [email protected]
--------------------------
Press Barry S. Kaplan
Telephone: (732) 747-0702
Email: [email protected]
----------------
Ursula Fessele
Value Relations IR Services
Telephone: +49 6196 8 80 02 18
Email: [email protected]
------------
