-----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, Wm4dfEZAy3ke7bKzZ/GbGrMi8sz4dmQzAtiVnlQyuUm3LWNjIT9FIaiQBOTxe4Pf KWSGS/XQbUMq/WI/5qU/Dw== 0001013176-00-000353.txt : 20001222 0001013176-00-000353.hdr.sgml : 20001222 ACCESSION NUMBER: 0001013176-00-000353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001221 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: 792803 BUSINESS ADDRESS: STREET 1: 3701 FLAMINGO DR CITY: MIRAMAR STATE: FL ZIP: 33027 BUSINESS PHONE: 3055924055 MAIL ADDRESS: STREET 1: 3701 FLAMINGO DR CITY: MIRAMAR STATE: FL ZIP: 33027 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 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) --------------- Aviation Sales Company (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 053672101 (CUSIP Number) Lacy J. Harber LJH, Corporation 377 Neva Lane Denison, Texas 75020 (903) 465-6937 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 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) |X| - ------------------------------------------------------------------ 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 3,481,600 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,481,600 shares PERSON 10 SHARED DISPOSITIVE POWER WITH -0- shares - ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,481,600 shares - ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.19% - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------ CUSIP NO. 053672101 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 $337,484 was used to purchase an additional 123,100 shares in open market transactions at various prices and in varying amounts bringing the total investment for 3,481,600 shares to $32,605,138. 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 3,481,600 shares of Common Stock, which constitutes 23.19% of the Company's outstanding shares of Common Stock, based upon 15,015,317 outstanding as of November 17, 2000. Lacy J. Harber shares the power to vote and the sole power to dispose of the 3,481,600 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: 38,900 shares 11/22/00 $1.422 average price 10,000 11/29/00 $2.500 4,500 12/05/00 $2.875 18,300 12/07/00 $3.000 50,000 12/08/00 $3.000 1,400 12/08/00 $3.000 CUSIP NO. 053672101 Schedule 13D Page 5 of 5 Pages - ------------------------------------------------------------------ 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. Item 6. Contract, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. A March 20, 2000 agreement that permits Lacy J Harber and LJH Corporation (together) to acquire beneficial ownership of up to 25% of the outstanding shares of Common Stock of the Issuer has been amended effective November 1, 2000 to allow beneficial ownership to increase to 30% of the outstanding shares of Common Stock. Provisions of the five year agreement also permits Mr. Harber and LJH (together) to nominate one candidate for election to the Board of Directors of the Issuer for so long as they own at least 8% of the Issuer's outstanding shares. The Issuer's Rights Agreement relating to its Stockholders' Rights Plan has been amended consistent with the terms of the agreement. Purchases of the Issuer's common stock by Mr. Harber and LJH within the terms of the amendment will not trigger the exercise of any rights under the Rights Agreement and no rights will be distributed in connection therewith. Except for the relationship just described, or previously disclosed in earlier filings, 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 Amendment No. 1 to Agreement between Lacy J. Harber, LJH Corporation and the Issuer permitting acquistion of up to 30% of the outstanding shares of Common Stock of the Issuer. 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. April 19, 2000 Lacy J. Harber By: /s/Roy T. Rimmer, Jr., Attorney in Fact EX-99 2 0002.txt AMENDMENT NO. 1 TO AGREEMENT THIS AMENDMENT NO. 1 TO AGREEMENT is made and entered into as of this ____ day of November, 2000 (the "Amendment"), between AVIATION SALES COMPANY, a Delaware corporation (the "Company"), LJH CORPORATION, a Texas corporation, of which Lacy J. Harber is the sole stockholder ("LJH Corp.") and LACY J. HARBER ("Harber"), an individual and resident of the State of Texas (Harber and LJH Corp., and their respective affiliates and associates, are hereinafter referred to collectively as the "Harber Group"). WHEREAS, the Company, LJH Corp., and Harber are parties to the Agreement dated as of March 10,2000 (the "Agreement"); and WHEREAS, the Board of Directors of the Company (the "Board") has agreed to amend its Rights Agreement dated as of November 1, 1999 (as amended by Amendment No. 1 to Rights Agreement, dated as of March 14, 2000) (the "Rights Agreement") to permit the Harber Group to beneficially own up to, but not more than, thirty percent (30%) of the issued and outstanding shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), without triggering the distribution of rights under the Rights Agreement ("Amendment No. 2 to Rights Agreement"); and WHEREAS, the Board has approved the transactions contemplated by Amendment No. 2 to Rights Agreement and this Amendment upon the terms and conditions contained therein and herein; and WHEREAS, pursuant to Section 6.5 of the Agreement, the Agreement may be amended with the approval of all parties thereto; and WHEREAS, a majority of the Disinterested Directors (as defined in the Agreement) has approved the waiver and amendment of certain provisions of the Agreement pursuant to Sections 3.11 and 6.5 of the Agreement. NOW, THEREFORE, the Agreement is hereby amended as follows: 1. Amendment of Section 3.1 (b). Section 3.1(b) of the Agreement is hereby amended and restated in its entirety to read as follows: "No member of the Harber Group shall, prior to March 10, 2005, directly or indirectly acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either immediately or upon consummation of any such acquisition, agreement or other action, or upon the expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate beneficial ownership of Company Voting Securities by the Harber Group to such number of Company Voting Securities that represents or possesses greater than 30.0% of the Combined Voting Power of Company Voting Securities; provided, however, that shares of Common Stock beneficially owned by Roy T. Rimmer ("Rimmer") solely through the grant of stock options by the Company to Rimmer as a Director of the Company shall be excluded from such percentage. Notwithstanding the foregoing maximum percentage limitation, (A) no member of the Harber Group shall be obligated to dispose of any Company Voting Securities beneficially owned in violation of such maximum percentage limitation if, and solely to the extent that, its beneficial ownership is or will be increased solely as a result of a repurchase, redemption or other acquisition of any Company Voting Securities by the Company or any of its subsidiaries, and (B) the foregoing maximum percentage limitation shall not prohibit any purchase of Company Voting Securities by any member of the Harber Group directly from the Company (including pursuant to the exercise of stock options, rights, subscription rights or standby purchase obligations in connection with rights offering by the Company), provided such purchase is approved by a majority of the Disinterested Directors. 2. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 4. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws. 5. Effectiveness. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. LACY J. HARBER By: /s/ Lacy J. Harber Name: Lacy J. Harber LJH, CORPORATION By: /s/ Lacy J. Harber Title: President AVIATION SALES COMPANY By: Dale S. Baker Name: Dale S. Baker Title: Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----