-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tx9zqSkmEPNbNU9077tR+vikrbsGY6z3s+nzaf6gW4TkrfabQpS/ChstuZvDD+Cp riX58HhghEoZvojPw0sJPw== 0001013176-00-000038.txt : 20000210 0001013176-00-000038.hdr.sgml : 20000210 ACCESSION NUMBER: 0001013176-00-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVIATION SALES CO CENTRAL INDEX KEY: 0001012159 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 650665658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47239 FILM NUMBER: 528834 BUSINESS ADDRESS: STREET 1: 6905 NW 25TH ST CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055924055 MAIL ADDRESS: STREET 1: 6905 NW 25TH ST STREET 2: 6905 N W 25TH STREET CITY: MIAMI STATE: FL ZIP: 33122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBER LACY J CENTRAL INDEX KEY: 0001044735 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ROUTE 2 BOX 49Y CITY: DENNISON STATE: TX ZIP: 75020 BUSINESS PHONE: 9034656937 MAIL ADDRESS: STREET 1: ROUTE 2 BOX 49Y CITY: DENNISON STATE: TX ZIP: 75020 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) --------------- Aviation Sales Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 053672101 (CUSIP Number) Lacy J. Harber LJH, Corp. 377 Neva Lane Denison, Texas 75020 (903) 465-6937 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 2000 (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(b)(3) or (4), check the following box |_|. The remainder of this cover page shall be filed 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 woudl alter disclosure 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). CUSIP NO. 053672101 Schedule 13D Page 2 of 5 Pages - ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON and S.S. OR I.R.S. IDENTIFICATION NO. Lacy J. Harber ###-##-#### - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) |_| - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES -0- shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,007,200 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,007,200 shares PERSON 10 SHARED DISPOSITIVE POWER WITH -0- shares - ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,007,200 shares - ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.34% - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------ CUSIP NO. 05367210 Schedule 13D Page 3 of 5 Pages - ------------------------------------------------------------------ Item 1. Security and Issuer Title of Class of Equity Securities: Common Stock, $0.001 par value per share Issuer: Aviation Sales Company 6905 NW 25th Street Miami, Florida 33122 Item 2. Identity and Background Lacy J. Harber is Chairman, President and sole shareholder of LJH, Corporation ("LJH"), which is the record holder of the Securities reported herein. The principal business of LJH is investments and its business address is 377 Neva Lane, Denison, Texas, 75020. The principal occupation of Lacy J. Harber is self-employed investor and serving as Chairman of LJH. Lacy J. Harber is a citizen of the United States of America. During the last five years, neither LJH or Lacy J. Harber have 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. Item 3. Source and Amount of Funds or Other Consideration Working capital in the amount of $8,872,408 was used to purchase an additional 981,200 shares in open market transactions at various prices and in varying amounts bringing the total investment for 2,007,200 shares to $23,622,582. Item 4. Purpose of Transaction Lacy J. Harber acquired through LJH the shares of Common Stock of the Issuer reported herein for investment purposes and subject to the conditions set forth below, reserves the right to make additional purchases or sales of the Common Stock in the future. As the primary goal of the Reporting Person is to maximize the value of this investment, additional transactiosn will depend on various factors, including, without limitation, the price of the Common Stock, stock market conditions and business prospects of the Issuer. CUSIP NO. 053672101 Schedule 13D Page 4 of 5 Pages - ------------------------------------------------------------------ Except as described below, Lacy J. Harber has no current plans or proposals which relate to or would result in: (a) The acquistion 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 managment 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 including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, as amended; (g) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquistion of control of the Issuers by any person; (h) Causing a class of securities of the Issuer to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer 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 Securities Exchange Act of 1934, as amended (the "Act"), or; (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer Lacy J. Harber beneficially owns 2,007,200 shares of Common Stock, which constitutes 13.34% of the Company's outstanding shares of Common Stock, based upon 15,049,485 outstanding as of November 10, 1999. Lacy J. Harber shares the power to vote and the sole power to dispose of the 2,007,200 shares of Common Stock he beneficially owns. Since the most recent filing, the following transactions in the Common Stock were executed in the open market: 464,000 shares 01/28/00 $9.84 average price 394,000 02/01/00 $8.34 123,200 02/02/00 $8.29 No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any other Shares beneficially owned. CUSIP NO. 053672101 Schedule 13D Page 5 of 5 Pages - ------------------------------------------------------------------ Item 6. Contract, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Lacy J. Harber has appointed Roy T. Rimmer, Jr. as Proxy and authorizes him to represent and to vote at the Proxy's sole discretion all the shares of Common Stock of the Issuer held by LJH, Corporation on any matter submitted for a vote tothe stockholders of the Issuer. The term of the Proxy is two years beginning January 25, 2000. Mr. Rimmer was appointed to the Issuer's Board of Directors on January 21, 2000, at the request of Mr. Harber. Except for the relationship just described, Lacy J. Harber does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, or the division of profits or losses. Item 7. Materials to be Filed as Exhibits Proxy Form dated January 25, 2000 After reasonable 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. February 3, 2000 Lacy J. Harber By: /s/ John P. Blackmon, Attorney in Fact EX-10 2 Exhibit No. 1 Schedule 13D PROXY The undersigned hereby appoints Roy T. Rimmer, Jr., as Proxy, and hereby authorizes him to represent and to vote at the Proxy's sole discretion all the shares of Common Stock of Aviation Sales Company (the "Company") held by the undersigned on any matter submitted for a vote of the stockholders of the Company at any annual or special meeting of stockholders or submitted for a vote of the stockholders of the Company at an annual or special meeting of stockholders or submitted to the stockholders for action through written consent. This Proxy shall remain in full force and effect for a term of two years from the date hereof, unless sooner revoked in writing by the undersigned. Upon receipt of a copy of this instrument no third person shall have any duty to inquire into the authority of the Proxy to take any action under this instrument. I hereby release and agree to indemnify any and all persons for actions taken in compliance with directions of the Proxy or for honoring any document executed by the Proxy or for any action taken in reliance thereon. If any of the shares of the Company are held beneficially through one or more brokerage accounts and not of record, the undersigned instructs and directs each brokerage firm maintaining such accounts to forward all stockholder communications from the Company to the Proxy at: 4550 Post Oak Place, Suite 175 Houston, Texas 77027 And to accept from the Proxy as the undersigned's attorney- in-fact all instructions and directions on how to vote the shares at any annual or special meeting of stockholders of the Company. LJH, CORPORATION Dated: January 25, 2000 By: /s/ Lacy J. Harber, President Subscribed and sworn to before me this 25th day of January, 2000 /s/ Notary Public -----END PRIVACY-ENHANCED MESSAGE-----