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. )*
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 |
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* |
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. |
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o |
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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o |
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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þ |
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 tender offer statement on Schedule TO is being filed
by TIMCO Aviation Services, Inc., a Delaware corporation (the
Company), 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 Companys 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, attached hereto as
Exhibits (a)(1)(i) and (1)(ii).
The information in the Offering Circular, including all
attachments thereto, is expressly incorporated into this
Schedule TO by reference in response to all the items of
Schedule TO, except as otherwise set forth below.
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Item 7. |
Source and Amount of Funds or Other Consideration. |
(b) and (d) Not applicable.
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Item 8. |
Interest in Securities of the Subject Company. |
(b) Not applicable.
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Item 9. |
Persons/ Assets, Retained, Employed, Compensated or
Used. |
(a) Not applicable.
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Item 10. |
Financial Statements. |
(a) The information set forth on pages F-1 through F-33 of
the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2004, and in Item 1
(Financial Statements) of the Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2005, is incorporated herein by reference. You may
read and copy any document we file with the Securities and
Exchange Commission at its Public Reference Room at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. You
may obtain further information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission
at (202) 551-8090. Our filings are also available to the
public over the Internet at the Securities and Exchange
Commissions website at http://www.sec.gov.
(b) Not applicable.
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Exhibit |
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Number |
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Description of Exhibits |
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(a)(1)(i) |
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Offering Circular, dated August 17, 2005. |
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(a)(1)(ii) |
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Special Conversion Letter of Transmittal. |
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(a)(1)(iii) |
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Letter to clients. |
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(a)(1)(iv) |
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Letter to brokers. |
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(a)(1)(v) |
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Notice of Guaranteed Delivery. |
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(b) |
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Not applicable. |
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(d)(1) |
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Amended and Restated Common Stock Warrant Certificate issued to
LJH Ltd. as of March 15, 2005 (incorporated herein by
reference to Exhibit 10.1 of the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30,
2005). |
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(d)(2) |
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Not applicable. |
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(g) |
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Not applicable. |
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(h) |
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Not applicable. |
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Item 13. |
Information Required by Schedule 13E-3. |
Not applicable.
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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By: |
/s/ Roy T. Rimmer, Jr. |
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Title: |
Chairman and Chief Executive Officer |
Date: August 17, 2005
EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibits |
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(a)(1)(i) |
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Offering Circular, dated August 17, 2005. |
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(a)(1)(ii) |
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Special Conversion Letter of Transmittal. |
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(a)(1)(iii) |
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Letter to clients. |
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(a)(1)(iv) |
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Letter to brokers. |
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(a)(1)(v) |
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Notice of Guaranteed Delivery. |