Aviation Sales Completes $121 Million Acquisition of Whitehall Corporation.MIAMI--(BUSINESS WIRE)--July 31, 1998--Aviation Sales Company (NYSE NYSE See: New York Stock Exchange :AVS (Audio Video Coding Standard) A video compression technique developed by Chinese companies and supported by the Chinese government. Expected to provide better compression than MPEG-2, AVS was created to avoid paying royalties to the MPEG licensors, which are outside ) today announced that it has completed its previously announced merger with Whitehall Corporation ("Whitehall"). In connection with the merger, each outstanding share of Whitehall common stock was exchanged for .5143 of a share of Aviation Sales' common stock, and each outstanding option to purchase shares of Whitehall common stock was converted into the right to purchase a share of Aviation Sales common stock based on the same exchange ratio. Based upon the 5,530,000 shares of Whitehall common stock outstanding on the closing date, Aviation Sales issued 2,844,079 shares of common stock in the merger, which excludes 257,150 shares of Aviation Sales common stock to be issued upon the exercise of Whitehall's outstanding options. The merger will be accounted for as a "pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. " for accounting purposes and as a tax-free reorganization for federal income tax purposes. After the merger, Whitehall will operate as a wholly-owned subsidiary of Aviation Sales. Aviation Sales now has 12,424,353 shares of common stock issued and outstanding. Dale S. Baker, Chairman, President and Chief Executive Officer of Aviation Sales stated: "The acquisition of Whitehall significantly expands our presence in the $27 billion 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. ("MRO MRO In currencies, this is the abbreviation for the Mauritanian Ouguiya. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. ") market. We are now able to provide our airline customers with "nose to tail" maintenance, repair and inventory management solutions. We believe that Aviation Sales' world leadership position in the aircraft parts redistribution business, existing MR & O operations, and aircraft parts manufacturing capabilities, combined with Whitehall's two FAA-licensed heavy aircraft maintenance repair stations, allows Aviation Sales to provide Total Inventory Solutions(R) and Total Aircraft Maintenance Solutions to its customers in a fully integrated manner." Aviation Sales Company is a recognized worldwide leader in the aircraft spare parts Spare parts, also referred to as Service Parts is a term used to indicate extra parts available and in proximity to the mechanical item, such as a automobile, boat, engine, for which they might be used. Spare parts are also called “spares. manufacturing, overhaul and redistribution market, selling parts for Boeing, McDonnell Douglas McDonnell Douglas was a major American aerospace manufacturer and defense contractor, producing a number of famous commercial and military aircraft. It merged with Boeing in 1997 to form The Boeing Company. , Lockheed and Airbus aircraft, and Pratt & Whitney, General Electric and Rolls Royce Rolls Royce the millionaire’s vehicle. [Trademarks: Brewer Dictionary, 928] See : Luxury jet engines. Offering inventory management services, including purchasing services, repair management, warehouse management, aircraft disassembly dis·as·sem·ble v. dis·as·sem·bled, dis·as·sem·bling, dis·as·sem·bles v.tr. To take apart: disassemble a toaster. v.intr. 1. services and consignment and leasing of aircraft spare parts and engines, Aviation Sales Company is a leader in Total Inventory Solutions(R) designed to meet the diverse needs of its customers. Aviation Sales Company also manufactures certain aircraft parts for sale to original equipment manufacturers, including precision engine parts, and provides certain aircraft repair services at its FAA-licensed repair facilities. This press release contains forward-looking statements which involve risks and uncertainties. Aviation Sales Company's actual results could differ materially from the results anticipated herein. For further information, please see Aviation Sales 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. , as amended, for the 1997 fiscal year.
CONTACT: Aviation Sales Company, Miami
Dale S. Baker, Chairman and CEO
Joseph E. Civiletto, Vice President and CFO
305/592-4055
Home Page Address: http://www.avsales.com
Corporate News on the Net:
http://www.businesswire.com/cnn/avs.htm
or
Morgen-Walke Associates
June Filingeri/Jennifer Angell
Media contact: Miriam Adler, 212/850-5600
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