SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
AVIATION GENERAL, INCORPORATED
(Name of Subject Company (Issuer))
AVIATION GENERAL, INCORPORATED
(Names of Filing Persons)
COMMON STOCK
$0.50 par value
(Title of Class of Securities)
05366 T 10 3
(CUSIP Number of Class of Securities)
Wirt D. Walker III
Chairman, CEO
Aviation General, Incorporated
7200 Northwest 63rd Street
Bethany, Oklahoma 73008
(405) 495-8080
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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2,000,000 $400.00
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* Assumes purchase of 2,000,000 shares of common stock at $1.00 per share.
** Calculated based on the transaction valuation multiplied by one-fiftieth of
one percent.
/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
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Form or Registration No.: N/A Date Filed: N/A
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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / Third-party tender offer subject to Rule 14d-1
/ / Issuer tender offer subject to Rule 13e-4.
/ / Going-private transaction subject to Rule 13e-3.
/ / Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
Attached hereto is a copy of Aviation General's press release dated September 6,
2001.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ WIRT D. WALKER III
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(Signature)
Chairman and CEO
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(Name and Title)
September 6, 2001
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(Date)
PRESS RELEASE September 6, 2001
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AVIATION GENERAL, INCORPORATED
ANNOUNCES
STRATEGIC CORPORATE INITIATIVES
BETHANY, Oklahoma- Aviation General, Incorporated (NASDAQ:AVGE) announced that
its Board of Directors has authorized the following strategic corporate
initiatives: an exchange offer, a 1-for-3 reverse stock split, and the
reactivation of its Stock Repurchase Program. The Company also plans to seek
additional capital through the private placement of a significant ownership
interest and/or merger with a strategic partner, predicated on an appropriate
corporate valuation.
Under the exchange offer, Aviation General's shareholders can exchange one share
of common stock for $1 principal amount of debentures. The debentures will bear
interest at 8% per year, payable semi-annually each June 30 and December 31,
starting on December 31, 2001. The principal amount of the debentures will be
due on December 31, 2003, subject to prepayment at the company's option, without
penalty or premium. The commencement and expiration dates of the exchange offer
will be announced when the Company commences the offer and files a tender offer
statement with the SEC. Following the completion of the exchange offer, the
Company plans to effect a reverse stock split of 1-for-3 shares.
The Company believes that the consummation of the exchange offer and reverse
stock split will significantly reduce the Company's float of freely tradable
shares and satisfy Nasdaq minimum bid requirements. The Company currently has
approximately 6.5 million shares issued and outstanding, of which the float of
publicly tradable shares is approximately 5 million shares.
The Company also plans to seek additional capital through the private placement
of a significant ownership interest and/or merger with a strategic partner,
predicated on an appropriate corporate valuation. The Board of Directors has
also authorized the reactivation of the Company's Stock Repurchase Program.
Aviation General believes its stock is significantly undervalued, having closed
yesterday at less than one third of its book value at June 30, 2001.
Furthermore, the Company believes that its FAA Commander Type Certificates alone
are worth more than 20 times its market capitalization, as it takes a minimum of
$50 million to $100 million of investment, and three to five years to design,
prototype, test, and receive FAA Type Certification, irrespective of the
additional investment required to establish and commence manufacturing, service,
sales, and support activities.
The Company believes it is positioned to significantly increase sales of its
newly manufactured single engine high performance Commander aircraft, as lower
interest rates, which significantly lower aircraft purchase finance costs, take
effect and the overall economy improves. Commander is also well positioned to
gain market share for several reasons, including the continuing building of its
reputation for excellence, and the recent demise of one of its four competitors,
which is no longer producing aircraft, and which had more than 25% market share
of new single engine high performance aircraft sales last year.
The Company also plans to increase its brokerage, refurbishment, parts, service
and support capabilities for all types of new and pre-owned high performance
piston aircraft, as well as jet aircraft through its wholly owned subsidiary,
Strategic Jet Services, Inc.
Aviation General, Incorporated is a publicly traded holding company with two
wholly owned subsidiaries, Commander Aircraft Company and Strategic Jet
Services, Inc. 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 aircraft. Strategic Jet Services, Inc.
(www.strategicjet.com) provides consulting, sales, brokerage, acquisition, and
refurbishment services for jet aircraft.
All investors are advised to carefully read the tender offer statement when it
becomes available because of the important information it contains. When the
tender offer statement is filed with the SEC, it and other filed reports may be
obtained for free by accessing over the Internet the Security and Exchange
Commission's site on the World Wide Web at http://www.sec.gov. Investors may
also contact the Company directly at (202) 965-0777 to obtain free copies of the
Offering Circular and related documents to be utilized in the exchange offer.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties.
Actual results, events and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
release publicly the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Readers are encouraged to refer to the risk disclosures described in the
Company's reports on Forms 10-K, 10-Q and 8K, as applicable.
For more information, contact:
Wirt D. Walker, III
Chairman/CEO
(202) 965-0777