SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported):
March 26, 2004
Aviation General, Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 0-24795 73-1547645
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
7200 NW 63rd Street
Hanger 8, Wiley Post Airport
Bethany, Oklahoma 73008
(Address of principal executive offices, including zip code)
(405) 440-2255
(Registrant's telephone number, including area code)
Item 5. Other Events
Aviation General, Incorporated (the "Company") is now current with its SEC
filings, having filed Friday, March 26, 2004, its Form 10-KSB for 2002, its
Forms 10-QSB for the 1st, 2nd, and 3rd quarters of 2003, and its Form 10-KSB for
2003.
Aviation General, Incorporated (the "Company", "AGI") is a publicly traded
holding company (Pink Sheets: AVGE.PK) incorporated under the laws of the State
of Delaware as a holding company. The Company has two wholly owned
subsidiaries: Commander Aircraft Company ("CAC") and Strategic Jet Services,
Inc. ("SJS"). Commander Aircraft Company (www.commanderair.com) manufactures,
markets, and provides support services for its line of single engine, high
performance Commander aircraft, and consulting, brokerage, and refurbishment
services for all types of piston-powered aircraft. Strategic Jet Services, Inc.
provides consulting, brokerage, sales, and refurbishment services for jet
aircraft.
During the 4th quarter of 2002, SJS discontinued its operations and began the
process of dissolving the company, and CAC suspended indefinitely production of
new aircraft. Other cost-cutting and overhead reductions were implemented due
to the weakness in the Company's business. Management believes this weakness is
primarily the result of depressed economic conditions and anxiety over terrorism
and war in Iraq, which have had a pronounced, adverse effect on big-ticket,
discretionary capital expenditures by businesses and individuals. It ultimately
became necessary for Commander Aircraft Company to seek protection under the
bankruptcy laws.
As stated in these and previous filings and announcements, on December 27, 2002,
Commander Aircraft Company filed a Chapter 11 reorganization petition in United
States bankruptcy court for the District of Delaware. Commander Aircraft
Company filed a final reorganization plan on July 5, 2003, following the
execution of a letter agreement on that same date with Tiger Aircraft, LLC, or
affiliate, ("Tiger") to fund the plan. A final stock purchase agreement was
entered into with Tiger on November 1, 2003, pursuant to which an amended plan
was filed on December 10, 2003. The U. S. bankruptcy court confirmed this plan
on December 10, 2003, with the effective date scheduled for on or before March
31, 2004, unless extended by the consent of CAC, AGI, Tiger, the official
committee of unsecured creditors, the U. S. Department of Labor, and Nyltiak
Investments, LLC. The Company anticipates this date will be extended to June
30, 2004.
The agreement with Tiger resulted after months of negotiations, contact with
other potential investors, and legal proceedings pursuant to the bankruptcy
process. Since the bankruptcy filing, Tiger has provided CAC with Debtor in
Possession financing which has allowed CAC to continue its operations and
provide service and support to the fleet of Commander aircraft owners,
refurbishment services, parts, and pre-owned aircraft brokerage. CAC expects to
resume the production of new aircraft following the consummation of the
transaction with Tiger.
2
Pursuant to the confirmed bankruptcy plan and agreement with Tiger, Tiger will
invest approximately $2.8 million in Aviation General, Incorporated in return
for an 80% ownership interest in AGI. Approximately $2 million will be used to
settle with creditors in accordance with CAC's bankruptcy plan, and the
remainder will be used for working capital. Pursuant to the agreement with
Tiger, AGI must secure from its shareholders authorization to amend the
Company's Certificate of Incorporation to increase the Company's authorized
common shares from 20,000,000 shares to 100,000,000 shares. The Company
currently has 20,000,000 common shares authorized and approximately 7,000,000
common shares (excluding Treasury stock which will be retired) issued and
outstanding. The agreement with Tiger will necessitate the issuance of
approximately 28,000,000 new common shares of stock to Tiger, resulting in a
total of approximately 35,000,000 shares issued and outstanding.
SIGNATURE
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 General, Incorporated
By:/s/ WIRT D. WALKER III
-------------------------------------
Wirt D. Walker III
Chairman
Date: March 31, 2004