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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		887151-20-7		Page		2		of		14

CUSIP No.		887151-20-7		Page		3		of		14

AMENDMENT TO SCHEDULE 13D

     This Amendment to Schedule 13D (this “Schedule 13D/A”) constitutes Amendment No. 12 to the Schedule 13D, as amended (the “LJH Schedule 13D”), filed by Lacy J. Harber and John R. Cawthron. The participation of TAS Holding, Inc. (“Newco”) in the transactions reported in Amendment No. 11 has terminated and it is not included as a reporting person in this filing.

Item 1. Security and Issuer

     This Schedule 13D/A relates to the common stock, $0.001 par value per share (the “Common Stock”) of TIMCO Aviation Services, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 623 Radar Road, Greensboro, North Carolina 27410.

     All share and per-share information provided in this Schedule 13D/A has been adjusted for the one-new-share-for-40-old-shares reverse stock split that was effected by the Issuer on November 22, 2005. All percentages of the class of Common Stock used herein are calculated based upon 21,441,510 shares of Common Stock outstanding as of December 31, 2005, as reported by the Issuer in its Form 10-K for the year then ended.

Item 2. Identity and Background

     This Schedule 13D/A is filed by Lacy J. Harber and John R. Cawthron (the “Reporting Persons”). The Reporting Persons have agreed to file this Schedule 13D/A jointly. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning such person contained in this Schedule 13D/A.

     Lacy J. Harber is the ultimate beneficial owner of all of the 15,385,812 shares of Common Stock that are reported in this Schedule 13D/A as owned of record by LJH, Ltd. (“LJH”). All of such shares of Common Stock are owned of record by LJH, a Texas limited partnership, the sole general partner of which is DLH Management, L.L.C. (“DLH”) and Mr. Harber is the sole managing member of DLH. Mr. Harber is the ultimate beneficial owner of LJH and therefore the ultimate beneficial owner of all of such shares of Common Stock. Mr. Harber has sole dispositive power over all of such shares of Common Stock. LJH has granted to Mr. Cawthron a revocable proxy to vote all shares of Common Stock that LJH would be entitled to vote at any annual or special meeting of the stockholders of the Issuer. Mr. Harber therefore shares voting power with respect to such shares with Mr. Cawthron.

     The principal business of LJH is investments and its business address, and the business address of Mr. Harber and of LJH is 377 Neva Lane, Denison, Texas, 75020. Mr. Harber, a self-employed investor, is a citizen of the United States of America.

     John R. Cawthron is the holder of a revocable proxy to vote all shares of Common Stock that LJH would be entitled to vote at any annual or special meeting of the stockholders of the Issuer. Mr. Cawthron therefore shares voting power with respect to such shares with Mr. Harber. Mr. Cawthron has no dispositive power with respect to such shares, and disclaims any pecuniary interest in such shares. Mr. Cawthron was elected as a member of the Issuer’s board of directors by action of the board effective February 3, 2006 and was elected to serve as its Chief Executive Officer by action of the Board on April 18, 2006, such action to be effective upon or within five days of the execution of the Monroe/Fortress Facility Amendment (as defined below).

     The principal business address of Mr. Cawthron is 329 West State Highway 6, Suite C, P.O. Box 8256, Waco, Texas 76714. Mr. Cawthron is a certified public accountant and the President of Cawthron, Wommack & Coker, P.C., a full service public accounting and consulting firm based in Waco, Texas. Mr. Cawthron also serves as managing partner and a director for several Texas-based business ventures ranging from service entities to commercial land development. Mr. Cawthron is a citizen of the United States of America.

     During the last five years, none of Mr. Harber, Mr. Cawthron or LJH has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was 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.

     The Reporting Persons believe that upon execution of the Amended Transaction Agreement (as defined in Item 6, on April 20, 2006, they may have continued their existence as group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-1 thereunder, with: Owl Creek I, L.P., a Delaware limited partnership (“Owl Creek I”); Owl Creek II, L.P., a Delaware limited partnership (“Owl Creek II”); Owl Creek Advisors, LLC, a Delaware limited liability company that is the general partner of Owl Creek I and Owl Creek II (the “OC General Partner”); Owl Creek Asset Management, L.P. a Delaware limited partnership (the “OC Investment Manager”), which is the investment manager for Owl Creek Overseas Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (“Owl Creek Overseas”), and for Owl Creek Overseas Fund II, Ltd., an exempted company organized under the laws of the Cayman Islands (“Owl Creek Overseas II”); and Jeffrey A. Altman. Owl Creek I, Owl Creek II, Owl Creek Overseas and Owl Creek Overseas II are sometimes referred to collectively in this Schedule 13D/A as the “Owl Creek Investors.” The Owl Creek Investors, the OC General Partner, the OC Investment Manager and Jeffrey A. Altman are sometimes referred to collectively in this Schedule 13D/A as the “Owl Creek Parties.”

     The Reporting Persons disclaim that they are members of a “group” for purposes of the Exchange Act. Although the Reporting Persons do not affirm that such a “group” continues to exist, this disclosure is being made to ensure compliance with the Exchange Act.

     The Owl Creek Parties and the Reporting Persons have elected to satisfy their filing requirements with respect to Schedule 13D by making individual filings (one filing for the Reporting Persons and one filing for the Owl Creek Parties) rather than by making a single joint filing. For information regarding the Owl Creek Parties, including information with respect to the Items called for by Schedule 13D, please see the Owl Creek 13D, which is available on the SEC’s website at www.sec.gov.

Item 3. Source and Amount of Funds and Other Consideration

     All shares of Common Stock purchased by LJH have been purchased using personal investment funds on hand or provided by Mr. Harber, including funds borrowed from a financial institution using a personal line of credit that is not secured by the Common Stock owned or to be acquired by LJH. All funds provided by LJH for the additional working capital advances to the Issuer came from the same sources.

Item 4. Purpose of Transaction

     The Issuer has previously advised the Reporting Persons that it was in breach of certain of the financial covenants (the “Defaults”) in the Financing Agreement dated April 5, 2004 between the Issuer, certain of its subsidiaries named therein and CIT Group/Business Credit, Inc., as Agent and one of the “Credit Parties” named therein (“CIT”), as amended (the “CIT Facility”), and in the Restated and Amended Financing Agreement dated April 8, 2005 between the Company, certain of its subsidiaries named therein and Monroe Capital Advisors, LLC as the “Lender” named therein (“Monroe”), as amended (the “Monroe/Fortress Facility”), which on April 11, 2005 was assigned by Monroe to Fortress Credit Opportunities I LP (“Fortress”).

     Pursuant to the Initial Transaction Agreement (as defined in Item 6), LJH purchased the Monroe/Fortress Facility from Fortress on April 10, 2006, with some of the Owl Creek Parties (together with LJH, the “Investors”) simultaneously acquiring an approximately 20% participation in the Monroe/Fortress Facility (the “Owl Creek Participation”). LJH then proposed to the Issuer that it would modify the terms of that facility to, among other things, resolve the Defaults thereunder, decrease the interest rate and fees payable by the Issuer with respect to the Monroe/Fortress Facility and make available to the Issuer $6 million of additional funding (the “Working Capital Infusion”).

     On April 20, 2006 LJH and the Issuer entered into a Second Amendment to Amended and Restated Financing Agreement between the Issuer and LJH (the “Monroe/Fortress Facility Amendment”) resolving all outstanding Defaults, decreasing the interest rate and fees under that facility and providing for the $6 million Working Capital Infusion, approximately 20% of which was funded through the Owl Creek Participation. LJH also entered into a related Intercreditor and Subordination Agreement dated as of April 20, 2006, between LJH and CIT (the

“Intercreditor Agreement”). In response to these actions, CIT agreed to amend the terms of CIT Facility pursuant to an Amendment No. 4 to Financing Agreement between CIT as Agent and sole lender and the Issuer, which has resolved certain existing events of default under the CIT Facility and increased the amount of funding available under that facility. These transactions are referred to herein as the “Debt Restructuring.” The Monroe/Fortress Facility Amendment and the Intercreditor Agreement are incorporated herein by reference from Exhibits 10.137 and 10.138 to the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005. The summaries of the Monroe/Fortress Facility Amendment and the Intercreditor Agreement set forth herein are qualified in their entirety by reference to the full text thereof.

     LJH determined not to require as part of the Debt Restructuring that the Issuer agree to merge with Newco at this time or to issue any shares of Common Stock and therefore discussions between LJH and the Issuer concerning those transactions have been suspended. There can be no assurance that these discussions will be resumed and if so, lead to any definitive agreement or resulting transaction.

     Except as described above or in Item 6, the Reporting Persons have no current plans or proposals which relate to or would result in:

     (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

     (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

     (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

     (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board of directors of the Issuer;

     (e) any material change in the present capitalization or dividend policy of the Issuer;

     (f) any other material change in the Issuer’s business or corporate structure;

     (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuers by any person;

     (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;

     (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

     (j) any action similar to any of those enumerated above.

     LJH intends to continuously review its investment in the Issuer, and, subject to the provisions of the Amended Transaction Agreement, may, at any time and from time to time, review or reconsider its position and formulate plans or proposals that relate to, might result in, or have the purpose or effect of resulting in the matters enumerated above. Subject to the Amended Transaction Agreement and compliance with applicable law, LJH may make further purchases of Common Stock from time to time and may dispose of any or all of the Common Stock of the Issuer that it holds. LJH may, alone or with others, pursue further discussions with the Issuer, other stockholders, including the Owl Creek Parties and third parties, with respect to its investment in the Issuer, and may change its intention with respect to any and all matters described in Item 4. To the extent the Monroe/Fortress Facility becomes in default in the future, the Investors may exercise their rights as the lenders thereunder. The Reporting Persons may engage in additional discussions with the Issuer’s other lenders regarding the terms of the Issuer’s indebtedness and regarding other matters relating to the Issuer. Subject to the Amended Transaction Agreement, the Reporting Persons may also in the future (although they have no obligation to do so) propose other arrangements or enter into agreements with the Issuer’s other lenders seeking to resolve loan covenant defaults or seeking modifications of terms of the Issuer’s indebtedness to avoid restrictions that limit the availability of funding to the Issuer. If any such agreements are reached in the future, LJH may seek compensation from the Issuer for any actions by LJH with respect to the Issuer’s lenders which benefit the Issuer, which compensation may include the payment of cash or the issuance of additional equity or debt securities of the Issuer.

Item 5. Interest in Securities of the Issuer

     As of the date of this Schedule 13D/A, Mr. Harber beneficially owns 15,385,812 shares of the issued and outstanding Common Stock, constituting 71.76% of the issued and outstanding Common Stock (calculated in accordance with Rule 13d-3(d)). LJH has granted a revocable proxy to vote such shares to Mr. Cawthron. As a result of such proxy, Mr. Cawthron shares the power to vote the Shares. Mr. Harber continues to have sole dispositive power with respect to all of these shares. Other than the shares with respect to which he holds a revocable proxy, as described above, Mr. Cawthron does not beneficially own any other shares of Common Stock.

     In addition to such shares, as of the date of this Schedule 13D/A, Mr. Harber also beneficially owns the following derivative securities of the Issuer: (i) LJH holds a warrant which will allow it to purchase an additional 47,125 shares of authorized but unissued Common Stock (for an aggregate exercise price of $1,885) upon the final maturity of the Issuer’s remaining outstanding 8% senior subordinated convertible PIK notes due 2006 and 8% junior subordinated convertible PIK notes due 2007 (the “LJH Warrant”); and (ii) warrants to purchase an aggregate of shares of 48,183 shares of Common Stock at exercise prices ranging from $42.00 per share to $700.00 per share.

     Other than as described in Item 4 or Item 6 of this Schedule 13D/A, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

     Based on the Owl Creek 13D, as amended to April 24, 2006, the Reporting Persons believe that the Owl Creek Parties, or some of them, are the beneficial owners of an aggregate of 3,722,399 shares of Common Stock, representing 17.36% of the outstanding Common Stock. Combined with the 15,385,812 shares of Common Stock owned of record by LJH, LJH and the Owl Creek Investors together own 19,208,211 shares of Common Stock, representing 89.12% of

the outstanding Common Stock. LJH and Mr. Harber disclaim any beneficial interest in the Common Stock owned by the Owl Creek Investors.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

     In connection with the matters described herein, LJH, Newco and the Owl Creek Investors have entered into an Amended and Restated Transaction Agreement dated as of April 20, 2006 (the “Amended Transaction Agreement”) which amends and restates the Transaction Agreement dated as of April 10, 2006 (the “Initial Transaction Agreement”). A copy of the Amended Transaction Agreement is filed as Exhibit 99.2 to this Schedule 13D/A and is incorporated by reference herein. The summary of the Amended Transaction Agreement set forth herein is qualified in its entirety by reference to the full text of the Amended Transaction Agreement.

     In accordance with the Initial Transaction Agreement, LJH entered into an Assignment and Acceptance (the “Assignment and Acceptance”) dated as of April 10, 2006, among Monroe, Fortress and Monroe Investments, Inc., as assignors (collectively, the “Assignors”), and LJH, as assignee, providing for the purchase of the Monroe/Fortress Facility by LJH on the terms and conditions stated therein, which terms include a cash payment to Fortress in respect of the principal, accrued interest, fees and expenses of Fortress of an amount of approximately $18.4 million (the “Monroe/Fortress Facility Purchase Price”). The OC Investment Manager, on behalf of some of the Owl Creek Investors, executed and delivered to LJH a Participation Agreement dated as of April 10, 2006 (the “Initial Participation Agreement”) providing for the participation in the Monroe/Fortress Facility by the OC Investment Manager, on behalf of some of the Owl Creek Investors on the terms and conditions stated therein, and its agreement to fund 19.48% of the Monroe/Fortress Facility Purchase Price. These transactions were funded and closed on April 10, 2006.

     The Initial Transaction Agreement, Assignment and Acceptance and the Initial Participation Agreement were filed as exhibits 99.2, 99.3 and 99.4 to Amendment No. 11 to the LJH Schedule 13D. As a condition to LJH’s performance of the Assignment and Acceptance, the Issuer and certain of its subsidiaries executed and delivered to LJH a Ratification Agreement, which was filed as exhibit 99.3 to Amendment No. 11 to the LJH Schedule 13D (the “Ratification Agreement”), confirming the validity of the Monroe/Fortress Facility and waiving and releasing claims against the Assignors and against LJH with respect thereto, among other things. The Initial Transaction Agreement, Assignment and Acceptance, the Participation Agreement and the Ratification Agreement are expressly incorporated herein by reference and the descriptions set forth herein are qualified in their entirety by reference to the full text of such agreements.

     On April 20, 2006, LJH agreed with the Issuer to amend the Monroe/Fortress Facility to resolve the Defaults thereunder and provided the $6 million cash Working Capital Infusion pursuant to the Monroe/Fortress Facility Amendment. Also on April 20, 2006, LJH and the Owl Creek Investors executed Amendment No. 1 to the Initial Participation Agreement (the “Amended Owl Creek Participation”), pursuant to which approximately 20% of the Working Capital Infusion was funded. The Amended Owl Creek Participation is filed as Exhibit 99.4 to this Schedule 13D/A and is incorporated by reference herein. The summary of the Amended Owl Creek Participation set forth herein is qualified in its entirety by reference to the full text of the Amended Owl Creek Participation. On April 20, 2006 LJH also entered into the related Intercreditor Agreement with CIT. In response to these actions, CIT agreed to amend the terms

of the CIT Facility pursuant to an Amendment No. 4 to Financing Agreement between CIT as Agent and sole lender and the Issuer, which has resolved certain existing events of default under the CIT Facility and increased the amount of funding available under that facility.

     As a condition to LJH’s execution, delivery and performance of the Monroe/Fortress Facility Amendment and the making of the Working Capital Infusion, the Issuer and certain of its subsidiaries executed and delivered to LJH a Ratification Agreement and Release dated April 20, 2006 (the “Ratification and Release”), confirming the validity of the Monroe/Fortress Facility and waiving and releasing claims against LJH and its officers, directors, employees, attorneys, representatives, parents, affiliates, predecessors, successors, or assigns, including the Owl Creek Parties with respect to the Amended Owl Creek Participation. In the Ratification and Release, the Issuer and its subsidiaries and LJH also exchanged mutual releases with respect to the suspended discussions of the proposed merger of Newco and the Issuer, prior securities and lending transactions and related matters. A copy of the Ratification and Release is filed as Exhibit 99.3 to this Schedule 13D/A and is incorporated by reference herein. The summary of the Ratification and Release set forth herein is qualified in its entirety by reference to the full text of the Ratification and Release.

     LJH has engaged Mr. Cawthron to advise and represent LJH with respect to its investment in the Issuer and in any discussions undertaken with respect to matters such as those described above at Item 4. LJH has not authorized Mr. Cawthron to enter into binding agreements on its behalf. LJH may compensate Mr. Cawthron from time to time for his actions on behalf of LJH relating to its ownership of the Issuer’s securities upon such terms and conditions as they may agree. The Board of Directors of the Issuer has elected Mr. Cawthron as the Chief Executive Officer of the Company at the request of LJH, such action to be effective upon or within five days of the execution of the Monroe/Fortress Facility Amendment.

     The Amended Transaction Agreement also provides that for a period of 180 days from the execution of the Amended Transaction Agreement, (i) if LJH determines to sell its shares of Common Stock to any person, the Owl Creek Investors may elect to be included in that transaction, (ii) if either of the Owl Creek Investors or LJH receives an offer to purchase their Common Stock, they will first offer it to the other for purchase before they may sell it (iii) each party must consult with the other prior to seeking a buyer of its shares of Common Stock and (iv) none of the Investors may engage in transactions with the Issuer without the prior written consent of the other Investors.

     Except as described in this Schedule 13D/A, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

Exhibit No.		Description of Exhibit
99.1		Agreement regarding joint filing of Schedule 13D
99.2		Amended and Restated Transaction Agreement dated as of April 20, 2006, among LJH, Ltd., Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd.
99.3		Ratification Agreement and Release dated as of April 20, 2006 among LJH, TIMCO Aviation Services, Inc. and certain of its subsidiaries
99.4		Amendment No. 1 to Participation Agreement dated as of April 20, 2006, among LJH, Ltd. and Owl Creek Asset Management L.L.C.
99.5		Second Amendment to Amended and Restated Financing Agreement dated as of April 10, 2006 between the Issuer and LJH, Ltd., incorporated by reference from Exhibit 10.137 to the Annual Report on Form 10-K of TIMCO Aviation Services, Inc. for the year ended December 31, 2005.
99.6		Intercreditor Agreement between CIT Group/Business Credit, Inc. and LJH, Ltd. dated April 20, 2006 incorporated by reference from Exhibit 10.138 to the Annual Report on Form 10-K of TIMCO Aviation Services, Inc. for the year ended December 31, 2005.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: April 24, 2006

LJH, Ltd.

By:		DLH Management, L.L.C. Its general partner
		By: /s/ Lacy J. Harber                                                   Lacy J. Harber, President

/s/ Lacy J. Harber                 
Lacy J. Harber

/s/ John R. Cawthron           
John R. Cawthron

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
99.1		Agreement regarding joint filing of Schedule 13D
99.2		Amended and Restated Transaction Agreement dated as of April 20, 2006, among LJH, Ltd., Owl Creek I, L.P., Owl Creek II, L.P., Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd.
99.3		Ratification Agreement and Release dated as of April 20, 2006 among LJH, TIMCO Aviation Services, Inc. and certain of its subsidiaries
99.4		Amendment No. 1 to Participation Agreement dated as of April 20, 2006, among LJH, Ltd. and Owl Creek Asset Management L.L.C.