TIMCO AVIATION SERVICES, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
TIMCO Aviation Services, Inc.
(Name of Subject Company (Issuer))
TIMCO Aviation Services, Inc.
(Names of Filing Persons (Offeror))
8% Senior Subordinated Convertible PIK Notes Due 2006
8% Junior Subordinated Convertible PIK Notes Due 2007
(Title of Classes of Securities)
8% Senior Subordinated Convertible PIK Notes Due 2006: 887151AA6
8% Junior Subordinated Convertible PIK Notes Due 2007: 887151AB4
(CUSIP Number of Classes of Securities)
Roy T. Rimmer, Jr.
Chairman and Chief Executive Officer
TIMCO Aviation Services, Inc.
623 Radar Road
Greensboro, NC 27410
Telephone: (336) 668-4410
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy To:
Philip Schwartz, Esq.
Akerman Senterfitt
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
Telephone: (305) 374-5600
CALCULATION OF FILING FEE
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| Transaction Valuation *
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Amount of Filing Fee |
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| $62,378,439
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$7,342(1) |
*Estimated for purposes of calculating the amount of the filing fee only. The filing fee has
been calculated pursuant to Rule 0-11(b)(2) under the Securities Exchange Act of 1934, based upon
the book value of the aggregate principal amount of the notes that may be received by TIMCO
Aviation Services, Inc. in the exchange offer.
(1) Previously-paid
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Check the 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. Identifying the previous
filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid:
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Filing Party: |
Form or Registration No.:
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Date Filed: |
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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: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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. o
This Amendment No. 1 amends and supplements the tender offer statement on Schedule TO filed by
TIMCO Aviation Services, Inc., a Delaware corporation (the “Company”) on August 17, 2005 pursuant
to Section 13(e) of the Securities Exchange Act of 1934 in connection with its offer to holders of
certain outstanding 8% Senior Subordinated Convertible PIK Notes Due 2006 and 8% Junior
Subordinated Convertible PIK Notes Due 2007 of an early conversion of such notes, including
“payable-in-kind” interest and any accrued but unpaid interest thereon, into a fixed number of
shares of the Company’s authorized but unissued common stock, upon the terms and subject to the
conditions described in the Offering Circular and the related Consent and Special Conversion Letter
of Transmittal, previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto.
The Schedule TO is hereby amended as follows:
Item 10. Financial Statements.
(b)(1) and (3) The information set forth in the Offering Circular under “Capitalization” is
incorporated herein by reference.
(b)(2) Not applicable.
Item 12. Exhibits.
Exhibit (a)(1)(i) is hereby amended as follows:
Page iii of the Offering Circular is amended to restate the first paragraph following the Table of
Contents to read as follows:
This offering circular summarizes various documents and other information, copies of
which will be made available to you upon request, as indicated under “Where You Can Find
More Information.” In making an investment decision, holders of Notes must rely on their own
independent examination of the terms and conditions of the offer and consent solicitation,
including the merits and risks involved. No representation is made to any offeree regarding
the legality of an investment in our Common Stock by the offeree under any applicable laws
or regulations.
The Section entitled “Summary Historical Financial Data” is amended to clarify that the
six month data is as of June 30, 2004 and 2005 and to include the Company’s book value per
share as of June 30, 2005. While the Company has reproduced the table from the Offering
Circular, no other changes have been made to the Summary Historical Financial Data table.
SUMMARY HISTORICAL FINANCIAL DATA
The following summary historical data for each of the fiscal years 2002 through 2004 has been
derived from our Consolidated Financial Statements, which have been audited by KPMG LLP,
independent registered public accounting firm. The following summary historical unaudited financial
data for the six months ended June 30, 2004 and 2005 have been derived from our unaudited
historical financial statements which, in the opinion of management, include all adjustments
(consisting of only normal recurring adjustments) necessary for a fair and consistent presentation
of such data. (Table in thousands, except per-share data.)
Historical Data:
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Six Months Ended |
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Years Ended December 31, |
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June 30, |
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2002 |
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2003 |
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2004 |
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2005 |
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2004 |
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(Unaudited) |
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Statements of Operations Data: |
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Operating revenues |
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$ |
181,973 |
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$ |
242,514 |
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$ |
323,488 |
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$ |
171,796 |
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$ |
161,502 |
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Cost of sales |
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179,705 |
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226,331 |
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294,199 |
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154,840 |
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148,403 |
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Gross profit |
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2,268 |
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16,183 |
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29,289 |
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16,956 |
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13,099 |
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Operating expenses |
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15,574 |
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14,761 |
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22,636 |
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12,337 |
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10,823 |
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(Loss) Income from operations |
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(13,306 |
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1,422 |
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6,653 |
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4,619 |
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2,276 |
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Interest expense and other(1) |
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(12,779 |
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6,712 |
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7,320 |
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2,556 |
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3,521 |
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(Loss) Income before income taxes
and discontinued operations |
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(527 |
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(5,290 |
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(667 |
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2,063 |
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(1,245 |
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Income tax benefit(2) |
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3,800 |
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986 |
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— |
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368 |
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Income (Loss) from continuing
operations |
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3,273 |
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(4,304 |
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(667 |
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2,431 |
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(1,245 |
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Income from discontinued operations, net
of income taxes |
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3,749 |
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4,043 |
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1,580 |
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99 |
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1,115 |
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Net income (loss) |
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$ |
7,022 |
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$ |
(261 |
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$ |
913 |
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$ |
2,530 |
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$ |
(130 |
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Basic Income (Loss) Per Share: |
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Income (Loss) from continuing operations |
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$ |
0.13 |
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(0.14 |
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$ |
(0.02 |
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$ |
0.02 |
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$ |
(0.04 |
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Income from discontinued operations |
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0.14 |
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0.13 |
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0.05 |
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— |
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0.04 |
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Net income (loss) |
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$ |
0.27 |
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$ |
(0.01 |
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$ |
0.03 |
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$ |
0.02 |
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$ |
— |
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Diluted Income (Loss) Per Share: |
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Income (Loss) from continuing operations |
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$ |
0.01 |
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$ |
(0.14 |
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$ |
(0.02 |
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$ |
0.01 |
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$ |
(0.04 |
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Income from discontinued operations |
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0.02 |
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0.13 |
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0.05 |
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— |
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0.04 |
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Net income (loss) |
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$ |
0.03 |
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$ |
(0.01 |
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$ |
0.03 |
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$ |
0.01 |
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$ |
— |
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December 31, 2004 |
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June 30, 2005 |
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(Unaudited) |
Balance Sheet Data: |
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Accounts receivable |
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$ |
49,721 |
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$ |
48,467 |
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Inventories |
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22,244 |
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26,904 |
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Working capital |
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13,895 |
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25,046 |
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Total assets |
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137,368 |
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143,252 |
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Total debt and capitalized lease obligations |
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180,694 |
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124,586 |
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Stockholders’ deficit |
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(94,852 |
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(35,372 |
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Book value per share |
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(3.00 |
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(0.14 |
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| (1) |
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Includes for 2002 a $27,279 gain related to debt extinguishment. |
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Represents for 2002 a tax benefit from favorable tax legislation that
temporarily extended the number of years
that net operating losses could be carried back to offset taxable income. |
The section entitled “Conditions to the Offer and Consent Solicitation” on page 28 of the
Offering Circular has been amended in its entirety to read as follows:
Conditions to the Offer and Consent Solicitation
The offer and consent solicitation is not conditioned on any minimum number of Notes being
tendered. However, our completion of the offer and consent solicitation is contingent upon:
• the absence of any determination that the offer and consent solicitation violates any law or
interpretation of the SEC staff;
• the absence of any pending or threatened legal proceeding that materially impairs our
ability to complete the offer and consent solicitation;
• the absence of any material adverse development in any existing legal proceeding involving
us or any of our subsidiaries;
• the absence of any material adverse change in the trading price of the Notes or Common Stock
on any national securities exchange or in the over-the-counter market, or in the United States
trading markets generally;
• the absence of any material adverse change in our business, financial condition or
operations; and
• the consent of our lenders under our senior credit facilities is required for the amendments
to the indenture governing the terms of our Senior Notes.
If any of these conditions are not satisfied or waived by us, we will not be obligated to
accept for conversion any Notes properly tendered for conversion pursuant to the offer and consent
solicitation.
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.
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TIMCO AVIATION SERVICES, INC. |
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Date: September 14, 2005
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By:
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/s/ Roy T. Rimmer, Jr. |
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Name: Roy T. Rimmer, Jr.
Title: Chairman and Chief Executive Officer |