FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION STATEMENT NO. 333-69464
Aviation Sales Company
PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS AND CONSENT
SOLICITATION DATED JANUARY 9, 2002
AVIATION SALES COMPANY EXTENDS NOTE EXCHANGE OFFER
AND RIGHTS OFFERING EXPIRATION DATE
Greensboro, North Carolina, February 21, 2002 - Aviation Sales Company
(OTCBB:AVIO) today announced that it has extended the expiration date of its
previously announced note exchange offer and rights offering until 5:00 pm on
Friday, February 22, 2002. The note exchange offer and the rights offering were
originally set to expire at 5:00 pm yesterday.
The Company reported that to date, the holders of approximately 86.5% of the
Company's old notes have tendered their old notes in the note exchange offer.
While this tender more than meets the condition to completion of the note
exchange offer that the holders of more than 80% of the Company's outstanding
old notes tender their old notes in the note exchange, the Company has elected
to continue the note exchange offer for a short period of time to allow
remaining holders of its old notes to tender their old notes in the note
exchange.
The note exchange is being made pursuant to the terms and subject to the
conditions set forth in the Prospectus and Consent Solicitation dated January 9,
2002. The rights offering is being made pursuant to the terms of and subject to
the conditions set forth in the Prospectus dated January 9, 2002. Other than the
expiration date of the note exchange offer and rights offering, no other terms
of the note exchange offer or the rights offering have been changed.
The Company also announced that the one-for-ten reverse stock split that is part
of the Company's restructuring will become effective at the opening of the
market on the fourth business day after the expiration date of the Company's
note exchange offer and rights offering, and that the change of its corporate
name from "Aviation Sales Company" to "TIMCO Aviation Services, Inc." will
become effective on the same date.
The Company's registration statements relating to the rights offering and the
note exchange offer and consent solicitation contain important information about
the Company, the rights offering, the note exchange offer and consent
solicitation and related matters. Noteholders, stockholders and other interested
parties are urged to carefully read these documents for information regarding
these matters. The prospectus and consent solicitation, the related letter of
transmittal and certain other documents related to
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AVIATION SALES COMPANY EXTENDS NOTE EXCHANGE OFFER
AND RIGHTS OFFERING EXPIRATION DATE
the note exchange offer and consent solicitation and the prospectus and other
documents related to the rights offering have been made available to all
stockholders and noteholders as of the record date, at no expense to them. These
documents are also available at no charge at the SEC's website at www.sec.gov.
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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 the new notes or the shares of
common stock to be offered in the rights offering in any state where such offer,
solicitation or sale would be unlawful.
Aviation Sales Company is a leading independent provider of fully integrated
aviation maintenance, repair and overhaul (MR&O) services for major commercial
airlines and maintenance and repair facilities. The Company currently operates
four MR&O businesses: TIMCO, which, with its three locations, is one of the
largest independent providers of heavy aircraft maintenance services in North
America; Aerocell Structures, which specializes in the MR&O of airframe
components, including flight surfaces; Aircraft Interior Design, which
specializes in the refurbishment of aircraft interior components; and TIMCO
Engine Center, which refurbishes JT8D engines. The Company also operates TIMCO
Engineered Systems, which provides engineering services to our MR&O operations
and our customers.
This press release contains certain forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties, which may cause
the Company's actual results in future periods to differ materially from
forecasted results. A number of factors, including those identified in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 and
those identified below, could adversely affect the Company's ability to obtain
these results: the Company's ability to satisfy the conditions to its note
exchange offer and rights offering, the Company's ability to continue to
generate sufficient working capital to meet its operating requirements and
service its indebtedness, the Company maintaining good working relationships
with its vendors and customers, the Company's ability to achieve gross margins
at which it can be profitable, including margins on services the Company
performs on a fixed price basis, competition in the aircraft maintenance, repair
and overhaul market and the impact on that market and the Company of the
terrorist attacks on September 11, 2001, the Company's ability to attract and
retain qualified personnel in its business, utilization rates for its MR&O
facilities, the Company's ability to effectively manage its business,
competitive pricing for the Company's products and services, economic factors
which affect the airline industry, and changes in government regulations.
Certain of these risks are described in the Company's filings with the
Securities and Exchange Commission (SEC). Copies of the Company's SEC filings
are available from the SEC or may be obtained upon request from the Company. The
Company does not undertake any obligation to update the information contained
herein, which speaks only as of this date.
The date of this Prospectus Supplement No. 1 is February 21, 2002.