SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)
(2)).
[ ] Definitive proxy statement.
[ X ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
FIRST AVIATION SERVICES INC.
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(Name of Registrant as Specified in its Charter)
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
WYNNEFIELD CAPITAL MANAGEMENT, LLC
WYNNEFIELD CAPITAL, INC.
NELSON OBUS
JOSHUA H. LANDES
WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The following appears on the www.rescuefavs.com website:
[GRAPHIC OMITTED] RESCUE FAVS SHAREHOLDERS
IMPORTANT INFORMATION FOR FIRST AVIATION SHAREHOLDERS
HOME
ABOUT US
WCI PROXY MATERIALS
NEWS
FAQS
HELP MOVE FAVS FORWARD
VOTE THE GREEN PROXY CARD
The Wynnefield Group is a long-time investor and owner of a 29.7 percent stake
in First Aviation Services Inc. (FAvS). As a significant minority shareholder
whose interests are aligned with those of other minority shareholders,
Wynnefield is soliciting proxies in OPPOSITION TO MANAGEMENT'S DIRECTOR SLATE
AND IN ORDER TO IMPLEMENT CUMULATIVE VOTING.
We have been dismayed at FAvS' performance, performance that has resulted in a
stock price BELOW BOOK VALUE FOR MORE THAN THREE YEARS AND NEAR NET/NET WORKING
CAPITAL (LIQUIDATION VALUE) PER SHARE RECENTLY. THIS PRICE INDICATES THAT THE
MARKET ASSIGNS ONLY NOMINAL VALUE TO FAVS' BUSINESS. On several occasions, we
have urged that management take steps to benefit the company and ALL
shareholders by developing and executing a successful business plan or
undertaking a value-releasing transaction. After being repeatedly rebuffed, we
now have no other choice but to engage in a proxy contest.
FAVS BLAMES INDUSTRY CONDITIONS FOR ITS LACK OF PERFORMANCE. However, FAvS'
primary competitor AVIALL (AVL) HAS EVOLVED ITS BUSINESS PLAN and continues its
strong recovery since 2001.
% Change in Stock Prices: FAvS v. Aviall
[Graphic omitted, including the following data points:
- --------------------------------------------------------------------------------
12/29/01 12/31/02 12/31/03 5/11/04
- --------------------------------------------------------------------------------
FAvS -1% +7% -1% +10%
- --------------------------------------------------------------------------------
Aviall +49% +59% +207% +235%
- --------------------------------------------------------------------------------
]
FAVS' CEO AND CHAIRMAN (THROUGH THEIR INVESTMENT FIRM, FIRST EQUITY GROUP INC.)
OWN 51% OF FAVS STOCK and therefore have COMPLETE VOTING CONTROL IN DIRECTOR
ELECTIONS. We believe THE VOICE OF MINORITY SHAREHOLDERS HAS BEEN IGNORED BY
FAVS MANAGEMENT FOR TOO LONG. FAvS management benefits from salaries, bonuses,
and payments to First Equity.
We seek to give ALL minority shareholders a voice at FAvS by electing a minority
shareholder to ONE of the five board seats and through implementation of
cumulative voting. NELSON OBUS WILL BRING TO THE BOARD NEEDED FRESH THINKING and
a voice for ALL minority shareholders. CUMULATIVE VOTING WILL MAKE IT POSSIBLE
FOR MINORITY SHAREHOLDERS TO ELECT ONE DIRECTOR OF THEIR CHOICE.
With management controlling 51% of FAvS stock, minority shareholders cannot win
this proxy contest without management support. It is therefore important that as
many shareholders as possible send a message to the board by voting "FOR" Nelson
Obus and "FOR" cumulative voting. WE HOPE THAT THE BOARD WILL HEAR THE MESSAGE
AND ADOPT MEASURES TO GIVE MINORITY SHAREHOLDERS A SINGLE SEAT ON THE BOARD.
We urge you to return our GREEN proxy card or download our proxy card by [link
omitted] CLICKING HERE and vote promptly. If your broker or another nominee
holds your shares, instruct them to vote your shares "FOR" Nelson Obus and "FOR"
cumulative voting.
For further information, please contact one of the individuals below:
LAWRENCE E. DENNEDY OR NELSON OBUS
DANIEL M. SULLIVAN THE WYNNEFIELD GROUP
MACKENZIE PARTNERS, INC. 450 SEVENTH AVENUE, SUITE 509
105 MADISON AVENUE NEW YORK, NY 10123
NEW YORK, NY 10016 PHONE: (212) 760-0134
PHONE: (800) 322-2885
Rescue FAvS Shareholders.
Copyright(c) Wynnefield Group, 2004
[END OF PAGE]
[GRAPHIC OMITTED] RESCUE FAVS SHAREHOLDERS
IMPORTANT INFORMATION FOR FIRST AVIATION SHAREHOLDERS
HOME
ABOUT US
WCI PROXY MATERIALS
NEWS
FAQS
ABOUT US
The Wynnefield Group is First Aviation's largest outside shareholder, holding
29.7% of the company's outstanding common stock. Wynnefield is a long-term
investor in FAvS, having first invested in the company shortly after its initial
public offering more than six years ago.
The Wynnefield Group includes several affiliates of Wynnefield Capital, Inc.
(WCI), a value investor, specializing in U.S. small cap situations that have
company- or industry-specific catalysts. WCI was established in 1992. Our
founding partners, Nelson Obus and Joshua Landes, held senior research and
institutional equity positions at Lazard Freres & Co. during the 1980s. The
initial Wynnefield investors included many of Nelson's and Joshua's colleagues
at Lazard. Our fund has grown to approximately $200 million under management.
Nelson Obus currently serves on the boards of directors of two publicly traded
companies, Layne Christensen Company (NASDAQ: LAYN) and Sylvan Inc.(NASDAQ:
SYLN) and additionally serves on the audit committees of both companies.
To find out more, you may contact the individuals listed below. To read our
proxy, [link to website omitted] CLICK HERE.
LAWRENCE E. DENNEDY OR NELSON OBUS
DANIEL M. SULLIVAN THE WYNNEFIELD GROUP
MACKENZIE PARTNERS, INC. 450 SEVENTH AVENUE, SUITE 509
105 MADISON AVENUE NEW YORK, NY 10123
NEW YORK, NY 10016 PHONE: (212) 760-0134
PHONE: (800) 322-2885
Rescue FAvS Shareholders.
Copyright(c) Wynnefield Group, 2004
[END OF PAGE]
[GRAPHIC OMITTED] RESCUE FAVS SHAREHOLDERS
IMPORTANT INFORMATION FOR FIRST AVIATION SHAREHOLDERS
HOME
ABOUT US
WCI PROXY MATERIALS
NEWS
FAQS
WCI PROXY MATERIALS
The latest proxy materials produced by The Wynnefield Group can be found below:
o May 3, 2004 -[link omitted] Letter to Board of Directors of First
Aviation Services Inc.
o May 18, 2004 - [link omitted] Proxy Statement of the Wynnefield Group
in Opposition to the Management of First Aviation Services Inc. - For
2004 Annual Meeting
o May 18, 2004 - [link omitted] Wynnefield Group Proxy Card for Voting
To find out more, you may contact the individuals listed below:
LAWRENCE E. DENNEDY OR NELSON OBUS
DANIEL M. SULLIVAN THE WYNNEFIELD GROUP
MACKENZIE PARTNERS, INC. 450 SEVENTH AVENUE, SUITE 509
105 MADISON AVENUE NEW YORK, NY 10123
NEW YORK, NY 10016 PHONE: (212) 760-0134
PHONE: (800) 322-2885
Rescue FAvS Shareholders.
Copyright(c) Wynnefield Group, 2004
[END OF PAGE]
[GRAPHIC OMITTED] RESCUE FAVS SHAREHOLDERS
IMPORTANT INFORMATION FOR FIRST AVIATION SHAREHOLDERS
HOME
ABOUT US
WCI PROXY MATERIALS
NEWS
FAQS
NEWS
ADVERTISEMENTS
[Graphic link to advertisement omitted; advertisement filed
with the SEC as definitive additional materials on May 20, 2004]
(Click on the graphic headlines above to view the entire ad)
To find out more, you may contact the individuals listed below:
LAWRENCE E. DENNEDY OR NELSON OBUS
DANIEL M. SULLIVAN THE WYNNEFIELD GROUP
MACKENZIE PARTNERS, INC. 450 SEVENTH AVENUE, SUITE 509
105 MADISON AVENUE NEW YORK, NY 10123
NEW YORK, NY 10016 PHONE: (212) 760-0134
PHONE: (800) 322-2885
Rescue FAvS Shareholders.
Copyright(c) Wynnefield Group, 2004
[END OF PAGE]
[GRAPHIC OMITTED] RESCUE FAVS SHAREHOLDERS
IMPORTANT INFORMATION FOR FIRST AVIATION SHAREHOLDERS
HOME
ABOUT US
WCI PROXY MATERIALS
NEWS
FAQS
FAQs
To Come.
To find out more, you may contact the individuals listed below:
LAWRENCE E. DENNEDY OR NELSON OBUS
DANIEL M. SULLIVAN THE WYNNEFIELD GROUP
MACKENZIE PARTNERS, INC. 450 SEVENTH AVENUE, SUITE 509
105 MADISON AVENUE NEW YORK, NY 10123
NEW YORK, NY 10016 PHONE: (212) 760-0134
PHONE: (800) 322-2885
Rescue FAvS Shareholders.
Copyright(c) Wynnefield Group, 2004
[END OF PAGE]
GREEN PROXY CARD
P R O X Y
THIS PROXY IS SOLICITED BY THE WYNNEFIELD GROUP IN OPPOSITION TO THE
BOARD OF DIRECTORS OF FIRST AVIATION SERVICES INC.
FIRST AVIATION SERVICES INC.
2004 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Nelson Obus and Joshua H. Landes and each of
them as proxies with full power of substitution, to vote in the name of and as
proxy for the undersigned at the 2004 Annual Meeting of Shareholders of First
Aviation Services Inc. (the "Company"), and at any adjournment(s) or
postponement(s) thereof, according to the number of votes that the undersigned
would be entitled to cast if personally present on the matters presented on the
reverse side.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Shareholders signing and returning this proxy
will not be able to vote for either of the Company's nominees for director and,
therefore, will be precluded from voting for a nominee to the second open
position on the Company's Board. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED "FOR" THE ELECTION OF NELSON OBUS AS DIRECTOR, "FOR" THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE INDEPENDENT ACCOUNTANTS, AND "FOR" THE SHAREHOLDER
PROPOSAL FOR CUMULATIVE VOTING IN DIRECTOR ELECTIONS. This proxy revokes all
prior proxies given by the undersigned.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
YOUR VOTE IS IMPORTANT
GREEN PROXY CARD [Reverse Side] Please mark your vote as in
this example: X
---
THE WYNNEFIELD GROUP RECOMMENDS A VOTE FOR PROPOSALS 1, 2, AND 3
1. ELECTION OF DIRECTORS - To elect NELSON OBUS as a director of the Company:
TO WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF NELSON OBUS, PLACE AN X
NEXT TO WITHHOLD.
FOR ___ WITHHOLD ___
2. APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2005:
FOR ___ AGAINST ___ ABSTAIN ___
3. SHAREHOLDER PROPOSAL FOR CUMULATIVE VOTING IN DIRECTOR ELECTIONS:
FOR ___ AGAINST ___ ABSTAIN ___
IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF, AS PROVIDED IN THE PROXY STATEMENT PROVIDED HEREWITH. THE PROXY MAY
EXERCISE DISCRETIONARY AUTHORITY ONLY AS TO MATTERS UNKNOWN TO THE WYNNEFIELD
GROUP A REASONABLE TIME BEFORE THEIR PROXY SOLICITATION.
Dated: _______________________________, 2004
_______________________________________
(Signature)
_______________________________________
(Signature, if jointly held)
Title: _______________________________
Please sign exactly as your name appears hereon or on your proxy card previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee, or guardian, please
give full title as such. If a corporation, please sign in full corporation name
by the President or other duly authorized officer. If a partnership, please sign
in partnership name by authorized person.
PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD PROMPTLY. MAIL TO:
LAWRENCE E. DENNEDY
MACKENZIE PARTNERS, INC.
105 MADISON AVENUE
NEW YORK, NY 10016