Delaware | 65-0665658 | |
(State Or Other Jurisdiction Of Incorporation Or Organization) |
(IRS Employer Identification No.) |
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1. | cash subscriptions to purchase 5,491,190 post-reverse split shares of the Companys common stock for an aggregate cash purchase price of $26,357,712; and | ||
2. | a subscription from LJH Ltd. (LJH), an entity controlled by Lacy Harber, the Companys principal stockholder, to purchase 3,959,837 post-reverse split shares of the Companys common stock for an aggregate purchase price of $19,007,218 using the proceeds of a loan due from the Company to LJH. |
| an amendment declassifying the Companys Board of Directors so that all of the Companys directors are elected annually; | ||
| an amendment reducing the Companys authorized shares of common stock from 500 million shares to 100 million shares; and |
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| an amendment effecting the one-new-share-for-40-old-shares reverse split of the Companys outstanding common stock, with the Companys authorized shares remaining at 100 million shares. |
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(all amounts in thousands) | September 30, 2005 | |||||||||||||||||||
(1) | (2) | (3) | ||||||||||||||||||
Actual | Adjustments | Pro Forma | Adjustments | Pro Forma | ||||||||||||||||
Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | ||||||||||||||||
Revolving loan |
$ | 7,520 | $ | | $ | 7,520 | $ | | $ | 7,520 | ||||||||||
Notes payable to financial
institutions |
23,018 | | 23,018 | | 23,018 | |||||||||||||||
Capital lease obligation |
4,240 | | 4,240 | | 4,240 | |||||||||||||||
Related party term loan |
18,321 | | 18,321 | (18,321 | )(C) | | ||||||||||||||
Old senior subordinated notes
due 2008 |
16,247 | | 16,247 | | 16,247 | |||||||||||||||
New senior subordinated
convertible PIK notes due 2006 |
61,437 | (60,216 | )(A) | 1,221 | (D) | | 1,221 | |||||||||||||
Junior subordinated
convertible PIK notes due 2007 |
947 | (312 | )(A) | 635 | (D) | | 635 | |||||||||||||
Total debt |
$ | 131,730 | $ | (60,528 | ) | $ | 71,202 | $ | (18,321 | ) | $ | 52,881 | ||||||||
Stockholders equity (deficit): |
||||||||||||||||||||
Preferred stock, $0.01 par
value, 1,000 shares
authorized, none outstanding,
15 shares designated series A
junior participating |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Common Stock, $0.001 par
value, 100,000 shares
authorized, 6,414 shares
issued and outstanding on
September 30, 2005, 11,990
shares issued and outstanding
pro forma, and 21,441 shares
issued and outstanding pro
forma |
6 | 6 | (B) | 12 | 9 | (C) | 21 | |||||||||||||
Additional paid in capital |
239,350 | 60,583 | (B) | 299,933 | 44,670 | (C) | 344,603 | |||||||||||||
Accumulated other
comprehensive loss, net of tax |
(341 | ) | | (341 | ) | | (341 | ) | ||||||||||||
Accumulated deficit |
(280,789 | ) | (155 | )(B) | (280,944 | ) | (736 | )(C) | (281,680 | ) | ||||||||||
Total stockholders (deficit)
equity |
$ | (41,774 | ) | $ | 60,434 | $ | 18,660 | $ | 43,943 | $ | 62,603 | |||||||||
Total capitalization |
$ | 89,956 | $ | (94 | ) | $ | 89,862 | $ | 25,622 | $ | 115,484 | |||||||||
(A) | Represents the results of the August 2005 tender offer, which closed on October 12, 2005. | ||
(B) | Reflects: (i) the issuance of 4,063 shares to the holders of the New Senior Notes and Junior Notes upon the tendering of such Notes; and (ii) the issuance of 1,514 shares to the Companys principal stockholder upon the partial exercise of the LJH Warrant. After the closure of the August 2005 tender offer and the partial exercise of the LJH Warrant, the Company has 11,990 shares of common stock outstanding. | ||
(C) | Reflects: (i) the issuance of 5,491 shares for cash participation in the Rights Offering; and (ii) the issuance of 3,960 shares for the use of the LJH Note to purchase shares in the Rights Offering in the manner described above (including a charge that will be recognized during the fourth quarter for the write-off of unamortized deferred financing costs). After the closure of the August 2005 tender offer described above and upon the completion of the Rights Offering, the Company will have 21,441 shares of common stock outstanding. | ||
(D) | Upon the maturity of the remaining New Senior Notes and Junior Notes, the Company will issue an aggregate of 157 shares of its common stock, consisting of 71 shares to the holders of its New Senior Notes, 39 shares to the holders of its Junior Notes and 47 shares to LJH upon the final exercise of the LJH Warrant. |
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(c) | Exhibits |
2.1 | Certificate of Amendment to Certificate of Incorporation as filed with the Secretary of State of Delaware on November 21, 2005 | |
99.1 | Press Release issued November 22, 2005 |
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TIMCO Aviation Services, Inc. | ||||
By: | /s/ James H. Tate | |||
James H. Tate, Executive Vice President, Chief Administrative Officer and Chief Financial Officer |
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Dated: November 22, 2005 |
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Exhibit Number | Description of Exhibit | |
2.1
|
Certificate of Amendment to Certificate of Incorporation as filed with the Secretary of State of Delaware on November 21, 2005 | |
99.1
|
Press Release issued November 22, 2005 |
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