Temas Resources (CSE:TMAS)
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TIMCO Aviation Services, Inc. Announces Expiration of Offer of
Premium for Early Conversion of Its Outstanding Senior and Junior Subordinated
Convertible PIK Notes Into Common Stock
GREENSBORO, N.C., March 9 /PRNewswire-FirstCall/ -- TIMCO Aviation Services,
Inc. (OTC:TMAS) (BULLETIN BOARD: TMAS) today announced that its tender offer
to the holders of its 8% senior subordinated convertible PIK notes due 2006
("Senior Notes") and its 8% junior subordinated convertible PIK notes due 2007
("Junior Notes", and collectively with the Senior Notes, the "Notes") to
receive a 15% premium for agreeing to an early conversion of their Notes into
shares of the Company's authorized but unissued common stock ("Common Stock")
expired on Tuesday, March 8, 2005 at 5 PM, New York City Time. As of 5:00 PM,
New York City time, on March 8, 2005, the Company had received tenders and
related consents from holders of $58.6 million in aggregate principal amount of
the Senior Notes (46.9% of the currently outstanding Senior Notes) and tenders
and related consents from holders of $3.6 million in aggregate principal amount
of the Junior Notes (75.2% of the currently outstanding Junior Notes).
In accordance with the terms of the offer, all Notes that were properly
tendered were accepted for early conversion. The Company received consents
representing a majority in aggregate principal amount of the outstanding Junior
Notes in the consent solicitation, and accordingly, the proposed amendments to
the indenture governing the Junior Notes will become effective upon the closing
of the offer. Since the Company did not receive consents representing a
majority in aggregate principal amount of the outstanding Senior Notes in the
consent solicitation, the indenture governing the Senior Notes will not be
amended.
At the closing of the offer, which is expected to take place on Tuesday, March
15, 2005, the Company will issue 145,811,982 shares of its authorized but
unissued common stock to the holders of the Senior Notes who tendered in the
offer (including 19,018,954 premium shares), 8,056,366 shares of its authorized
but unissued common stock to the holders of the Junior Notes who tendered in
the offer (including 1,050,830 premium shares), and 70,902,667 shares to LJH
Ltd. in connection with its partial exercise of the LJH Warrant. After the
closing of the offer, the Company will have 256,412,009 shares outstanding and
LJH, Ltd. will own approximately 55.6% of the outstanding common stock.
TIMCO Aviation Services, Inc. is among the world's largest providers of fully
integrated aviation maintenance, repair and overhaul (MR&O) services for major
commercial airlines, regional air carriers, aircraft leasing companies,
government and military units and air cargo carriers. The Company currently
operates four MR&O businesses: Triad International Maintenance Corporation
(known as TIMCO), which, with its four active locations (Greensboro, NC; Macon,
GA; Lake City, FL and Goodyear, AZ), is one of the largest independent
providers of heavy aircraft maintenance services in the world and also provides
aircraft storage and line maintenance services; Brice Manufacturing and
Aircraft Interior Design, which specialize in the manufacture and sale of new
aircraft seats and aftermarket parts and in the refurbishment of aircraft
interior components; TIMCO Engineered Systems, which provides engineering
services both to our MR&O operations and our customers; and TIMCO Engine
Center, which refurbishes JT8D engines and performs on-wing repairs for both
JT8D and CFM-56 series engines. Visit TIMCO online at http://www.timco.aero/ .
This press release contains forward-looking statements. 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 Tender Offer Statement relating to its tender offer, its Annual
Report on Form 10-K for the year ended December 31, 2003 and its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004, could adversely
affect the Company's ability to obtain these results. Copies of the Company's
filings with the U.S. Securities and Exchange Commission 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.
DATASOURCE: TIMCO Aviation Services, Inc.
CONTACT: Roy T. Rimmer, Jr., Chairman & Chief Executive Officer, or
Fritz Baumgartner, Vice President and Corporate Controller, or Kevin Carter,
Vice President-Planning and Treasurer of TIMCO Aviation Services, Inc.,
+1-336-668-4410
Web site: http://www.timco.aero/