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. 3)*
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
This Amendment No. 3 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, and as
amended on September 14, 2005 and September 21, 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 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, previously filed as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto.
The Schedule TO is hereby amended as follows:
Item 11. Additional Information
On October 10, 2005, the Company issued a press release announcing the results of the Offer
and Consent Solicitation, which expired at 5:00 p.m., New York City time, on October 6, 2005. A
copy of the press release is filed as Exhibit (a)(5)(ii) to the Schedule TO and is incorporated
herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibit:
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Exhibit Number
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Description of Exhibit |
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(a)(5)(ii)
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Press Release dated October 10, 2005 |