SUIT FILED TO HALT DEAL HAWKER SHAREHOLDERS RESIST TENDER OFFER.

Byline: Evan Pondel Staff Writer

SUN VALLEY - Shareholders of Hawker Pacific Aerospace are suing the landing gear maintenance company over a planned takeover by a subsidiary of Lufthansa Technik.

The lawsuit says that Hawker Pacific Aerospace was not acting in the best interest of shareholders in connection with the pending tender offer by LHT Acquisition Corp.

Parent company Lufthansa Technik began a $3.25 per-share tender for Hawker last month, according to a filing with the Securities and Exchange Commission. A tender offer is when a company attempts to purchase a substantial amount of another company's shares. Hamburg, Germany-based Lufthansa Technik said the tender offer was officially completed Tuesday.

``And there are no reasons to believe that the suits will interfere with the tender offer,'' said James Bennett, Hawker's chief financial officer.

For Hawker, the completion of the tender offer marks the end of a year rife with changes. Hawker was close to being delisted from the Nasdaq National Market last year when the company's net tangible assets fell below the $4 million maintenance standard for the index. However, after the company was able to prove its financial viability through deals inked with Lufthansa Technik, Nasdaq decided to continue the company's listing.

``They (Lufthansa Technik) have been very supportive to us,'' Bennett said. ``And they are obviously a well-established company in the aerospace industry.''

With around 20,000 employees worldwide, Lufthansa Technik provides maintenance services for airline and operators of commercial aircraft. Bennett said the company approached Hawker because of the similarities shared between the two groups.

To consummate that relationship, Hawker will become a subsidiary of Lufthansa Technik in a couple of weeks, barring any problems that stem from the lawsuits. Bennett said the merger of the companies would effectively delist Hawker shares from the Nasdaq. There are no plans to change Hawker's name or management structure once the deal closes.

Though Hawker may soon fall under Lufthansa Technik's umbrella, the company has a long-standing history as an independent aerospace company.

The company's inception dates back to 1912 when Harry Hawker asked Thomas Sopwith for flying lessons. After continuing flight instruction for several years, Hawker became a top pilot at the time.

Hawker took over Sopwith's company shortly after World War I, forming Hawker Engineering. But in 1921, Hawker died from injuries sustained in a plane crash and Sopwith became chairman of the company.

Since the early 1900s, the company has evolved several times through acquisitions and mergers. The company went public in 1998 and used the proceeds to acquire British Airways' landing gear operations.

In recent months, Richard Fortner joined the company as president and chief executive officer, succeeding Dave Lokken. Lokken had been with the company for 13 years.