UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Aviall, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
CUSIP NUMBER
05366B102
(CUSIP Number)
Peter J. Clare
The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
(202) 347-2626
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
David M. McPherson, Esq.
Latham & Watkins LLP
555 Eleventh Street, N.W.
Suite 1000
Washington, D.C. 20004
(202) 637-2200
May 03, 2004
------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
..[ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 17 Pages
SCHEDULE 13D
CUSIP No. 05366B102 Page 2 of 17 Pages
1. Name of Reporting Persons:
Carlyle Partners III, L.P.
IRS Identification Number of Above Person:
52-2229944
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 7,359,776
---------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 7,359,776
---------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,359,776
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 22.7%
-----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 3 of 17 Pages
1. Name of Reporting Persons:
CP III Coinvestment, L.P.
IRS Identification Number of Above Person:
54-1970037
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 620,722
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 620,722
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 620,722
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.9%
----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 4 of 17 Pages
1. Name of Reporting Persons:
Carlyle High Yield Partners, L.P.
IRS Identification Number of Above Person:
52-2175223
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 692,125
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 692,125
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 692,125
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 2.1%
----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 5 of 17 Pages
1. Name of Reporting Persons:
Carlyle-Aviall Partners II, L.P.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 190,755
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 190,755
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 190,755
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 0.6%
----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 6 of 17 Pages
1. Name of Reporting Persons:
TC Group III, L.P.
IRS Identification Number of Above Person:
52-2287893
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 8,171,253
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 8,171,253
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,171,253
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.2%
-----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 7 of 17 Pages
1. Name of Reporting Persons:
TC Group III, L.L.C.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 8,171,253
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 8,171,253
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,171,253
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 25.2%
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 8 of 17 Pages
1. Name of Reporting Persons:
TCG High Yield, L.L.C.
IRS Identification Number of Above Person:
52-2175223
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 692,125
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 692,125
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 692,125
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 2.1%
----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 9 of 17 Pages
1. Name of Reporting Persons:
TCG High Yield Holdings, L.L.C.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 692,125
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 692,125
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 692,125
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 2.1%
----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 10 of 17 Pages
1. Name of Reporting Persons:
TC Group, L.L.C.
IRS Identification Number of Above Person:
54-1686957
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 8,863,378
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 8,863,378
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,863,378
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 27.3%
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 11 of 17 Pages
1. Name of Reporting Persons:
TCG Holdings, L.L.C.
IRS Identification Number of Above Person:
54-1686011
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 8,863,378
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 8,863,378
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 8,863,378
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 27.3%
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 12 of 17 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value $.01
per share ("Common Stock"), of Aviall, Inc., a Delaware corporation ("Aviall" or
the "Issuer"). The principal executive offices of Aviall are located at 2750
Regent Blvd., DFW Airport, Texas 75261.
Item 2. Identity and Background.
(a) - (c), (f). The names of the persons filing this Schedule are: (i)
Carlyle Partners III, L.P., a Delaware limited partnership ("CPIII"); (ii) CP
III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"); (iii)
Carlyle High Yield Partners, L.P., a Delaware limited partnership ("CHYP"); (iv)
Carlyle-Aviall Partners II, L.P., a Delaware limited partnership ("CAP" and,
together with CPIII, Coinvestment and CHYP, the "Sellers"); (v) TC Group III,
L.P., a Delaware limited partnership ("TCLP"); (vi) TC Group III, L.L.C., a
Delaware limited liability company ("TCLLC"); (vii) TCG High Yield, L.L.C., a
Delaware limited liability company ("TCG High Yield"); (viii) TCG High Yield
Holdings, L.L.C., a Delaware limited liability company ("TCG High Yield
Holdings"); (ix) TC Group, L.L.C., a Delaware limited liability company ("TC
Group"); and (x) TCG Holdings, L.L.C., a Delaware limited liability company
("TCG Holdings" and together with the Sellers, TCLP, TCLLC, TCG High Yield, TCG
High Yield Holdings and TC Group, the "Reporting Persons").
TCLP is the sole general partner of CPIII, Coinvestment and CAP. TCLLC is
the sole general partner of TCLP. TCG High Yield is the sole general partner of
CHYP. TCG High Yield Holdings is the sole managing member of TCG High Yield. TC
Group is the sole managing member of TCLLC and TCG High Yield Holdings. TCG
Holdings is the sole managing member of TC Group. Accordingly, (i) TCLP and
TCLLC each may be deemed to be a beneficial owner of shares of Common Stock
owned of record by each of CPIII, Coinvestment and CAP; (ii) TCG High Yield and
TCG High Yield Holdings each may be deemed to be a beneficial owner of shares of
Common Stock owned of record by CHYP and (iii) TC Group and TCG Holdings each
may be deemed to be a beneficial owner of the shares of Common Stock owned of
record by each of the Sellers.
William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are
managing members (the "TCG Holdings Managing Members") of TCG Holdings and, in
such capacity, may be deemed to share beneficial ownership of shares of Common
Stock beneficially owned by TCG Holdings. Such individuals expressly disclaim
any such beneficial ownership. Each of the TCG Holdings Managing Members is a
citizen and resident of the United States.
The principal business and principal office address of CPIII,
Coinvestment, CAP, TCLP, TCLLC, TC Group, TCG Holdings, the TCG Managing Members
and the Carlyle Officers is c/o The Carlyle Group, 1001 Pennsylvania Avenue,
N.W., Suite 220 South, Washington, D.C. 20004-2505. The principal business and
principal office address of CHYP, TCG High Yield and TCG High Yield Holdings is
c/o The Carlyle Group, 520 Madison Avenue, 41st Floor, New York, New York 10022.
(d) and (e). To the best knowledge of the Reporting Persons, none of the
entitles or persons identified in this Item 2 has, during the last five years,
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
SCHEDULE 13D
CUSIP No. 05366B102 Page 13 of 17 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
On May 3, 2004, the Sellers sold an aggregate 2,500,000 shares of Common
Stock at $16.725 per share pursuant to an underwriting agreement and prospectus
supplement dated April 28, 2004, among Aviall, Wachovia Securities, Inc. and the
Sellers. Wachovia Securities, Inc., as underwriter, has a 30-day option to
purchase a maximum of 375,000 additional shares to cover over-allotments of
shares.
SCHEDULE 13D
CUSIP No. 05366B102 Page 14 of 17 Pages
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 8,863,378 shares of Common
Stock, representing approximately 27.3% of the outstanding Common Stock of the
Issuer. The shares of Common Stock beneficially owned by the Reporting Persons
include 262,500 shares that may be acquired by CHYP upon exercise of a warrant.
See also the information contained on the cover pages to this Schedule 13D,
which is incorporated by reference.
(b) See the information contained on the cover pages to this Schedule 13D,
which is incorporated herein by reference.
(c) The response to Item 4 is incorporated herein by reference.
(d) The response to Item 4 is incorporated herein by reference.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
The response to Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SCHEDULE 13D
CUSIP No. 05366B102 Page 15 of 17 Pages
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: May 7, 2004
CARLYLE PARTNERS III, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
CP III COINVESTMENT, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS, L.P.
By: TCG High Yield, L.L.C., its General Partner
By: TCG High Yield Holdings, L.L.C., its
Managing Member
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
SCHEDULE 13D
CUSIP No. 05366B102 Page 16 of 17 Pages
CARLYLE-AVIALL PARTNERS II, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
TC GROUP III, L.P.
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
TC GROUP III, L.L.C.
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
TCG HIGH YIELD, L.L.C.
By: TCG High Yield Holdings, L.L.C., its
Managing Member
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
-----------------------------------------
Name: Peter J. Clare
Title: Managing Director
SCHEDULE 13D
CUSIP No. 05366B102 Page 17 of 17 Pages
TCG HIGH YIELD HOLDINGS, L.L.C.
By: TC Group, L.L.C., its Managing
Member
By: TCG Holdings, L.L.C., its Managing
Member
By: /s/ Peter J. Clare
----------------------------------
Name: Peter J. Clare
Title: Managing Director
TC GROUP, L.L.C.
By: TCG Holdings, L.L.C., its Managing
Member
By: /s/ Peter J. Clare
-----------------------------------
Name: Peter J. Clare
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ Peter J. Clare
-----------------------------------
Name: Peter J. Clare
Title: Managing Director