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Aviation Sales Company Stockholders Approve Restructuring.


Business Editors

GREENSBORO, N.C.--(BUSINESS WIRE)--Feb. 19, 2002

Aviation Sales Company (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:AVIO AVIO Association pour la Vigilance en matière d'Implants Orthopédiques ) today reported on the results of the special meeting of its stockholders which was held this morning.

At the meeting, the Company's stockholders approved the terms of the Company's previously announced restructuring. Stockholder approval of the restructuring proposals was a condition to the completion of the Company's currently pending note exchange offer and rights offering, both of which are due to expire on February 20, 2002, unless such expiration date Expiration Date

The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.

Notes:
The expiration date for all listed stock options in the U.S.
 is extended. The following proposals relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the restructuring were considered and approved at the meeting:
-- the terms of the note exchange offer pursuant to which the Company will
exchange its currently outstanding $165 million of senior subordinated notes
for up to $10 million in cash, $100 million of the Company's new 8% senior
subordinated convertible PIK notes due 2006, 4,504,595 post-reverse split
shares of the Company's common stock and warrants to purchase 3,003,063
post-reverse split shares of the Company's common stock;

-- the issuance of 24,024,507 shares of the Company's post-reverse split common
stock in a rights offering at a subscription price of $.8375 per share;

-- an amendment to the Company's certificate of incorporation increasing the
number of authorized common shares from 30 million shares to 500 million
shares; and

-- an amendment to the Company's certificate of incorporation to effect a
reverse stock split of the Company's issued and outstanding common stock on a
one-share-for-ten-shares basis.


Additionally, at the meeting, the Company's stockholders ratified rat·i·fy  
tr.v. rat·i·fied, rat·i·fy·ing, rat·i·fies
To approve and give formal sanction to; confirm. See Synonyms at approve.
 the adoption of the Company's 2001 Stock Option Plan and approved an amendment to the Company's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof.  approving a change of the Company's corporate name from "Aviation Sales Company" to "TIMCO TIMCO Triad International Maintenance Company (Oscoda, Michigan)  Aviation Services, Inc."

The Company's registration statements relating to the rights offering and the note exchange offer and consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 contain important information about the Company, the rights offering, the note exchange offer and consent solicitation and related matters. Noteholders, stockholders and other interested parties are urged to carefully read these documents for information regarding these matters. The prospectus and consent solicitation, the related letter of transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 and certain other documents related to the note exchange offer and consent solicitation and the prospectus and other documents related to the rights offering have been made available to all stockholders and noteholders as of the record date, at no expense to them. These documents are also available at no charge at the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the new notes or the shares of common stock to be offered in the rights offering in any state where such offer, solicitation or sale would be unlawful.

Aviation Sales Company is a leading independent provider of fully integrated aviation maintenance, repair and overhaul Maintenance, Repair and Overhaul or MRO is a multi-billion dollar industry which works on international authorization rules to deliver a safe airline operation and to assure reliability and availability of customer fleets.  (MR&O) services for major commercial airlines and maintenance and repair facilities. The Company currently operates four MR&O businesses: TIMCO, which, with its three locations, is one of the largest independent providers of heavy aircraft maintenance services in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. ; Aerocell Structures, which specializes in the MR&O of airframe components, including flight surfaces; Aircraft Interior Design, which specializes in the refurbishment re·fur·bish  
tr.v. re·fur·bished, re·fur·bish·ing, re·fur·bish·es
To make clean, bright, or fresh again; renovate.



re·fur
 of aircraft interior components; and TIMCO Engine Center, which refurbishes JT8D engines. The Company also operates TIMCO Engineered Systems, which provides engineering services to our MR&O operations and our customers.

This press release contains certain forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially from forecasted results. A number of factors, including those identified in the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2000 and those identified below, could adversely affect the Company's ability to obtain these results: the Company's ability to satisfy the conditions to its note exchange offer and rights offering, the Company's ability to continue to generate sufficient working capital to meet its operating requirements and service its indebtedness, the Company maintaining good working relationships with its vendors and customers, the Company's ability to achieve gross margins at which it can be profitable, including margins on services the Company performs on a fixed price basis, competition in the aircraft maintenance, repair and overhaul market and the impact on that market and the Company of the terrorist attacks on September 11, 2001, the Company's ability to attract and retain qualified personnel in its business, utilization rates for its MR&O facilities, the Company's ability to effectively manage its business, competitive pricing for the Company's products and services, economic factors which affect the airline industry, and changes in government regulations. Certain of these risks are described in the Company's filings with the Securities and Exchange Commission (SEC). Copies of the Company's SEC filings are available from the SEC or may be obtained upon request from the Company. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 19, 2002
Words:845
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