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 [ ]
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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):
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the form or schedule and the date of its filing.
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The following advertisement will appear on the website www.rescuefavs.com and in
various national and local publications:
[Stock graph showing percent change in stock price 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%
]
SUPPORT OUR CAMPAIGN TO MOVE FAvS FORWARD
IT'S TIME FOR FIRST AVIATION TO STOP MAKING EXCUSES
When First Aviation Services Inc. (FAvS) went public in 1997, its IPO prospectus
described A STRATEGY FOR GROWTH that included complementary acquisitions.
After selling its National Airmotive Corporation subsidiary for $44 million net
in 1999, the company has completed only one small ($4.6 million) acquisition.
Then in 2003 the company paid a $7.251 million dividend, most of which went to
the investment firm First Equity Group Inc., which beneficially owns 51% of
FAvS' stock. FAvS also paid First Equity over $1.4 million for financial and
investment advice during the last four fiscal years. First Equity is owned
entirely by FAvS' CEO and Chairman.
FAvS management CONTINUES TO BLAME INDUSTRY CONDITIONS FOR THE COMPANY'S
PERFORMANCE AND FAILURE TO GROW.
FAvS has reported AVERAGE ANNUAL LOSSES FROM CONTINUING OPERATIONS OF ($0.12)
PER SHARE over the past four fiscal years and its stock TRADED BELOW BOOK VALUE
FOR MORE THAN THREE FISCAL YEARS.
Meanwhile, FAvS' primary competitor, AVIALL, INC., has evolved its business and
CONTINUES ITS STRONG RECOVERY SINCE 2001, AS SHOWN BY THE GRAPH ABOVE.
The Wynnefield Group owns 29.7% of FAvS stock, and thinks it's time for FAvS'
management and majority shareholder to STOP MAKING EXCUSES. We want them to
START THINKING ABOUT THEIR RESPONSIBILITY TO MINORITY SHAREHOLDERS to either
make discernible progress towards implementing a profitable business plan or
begin exploring a transaction that would release value to all shareholders.
Wynnefield is nominating Nelson Obus for election to the FAvS board as a matter
of principle on behalf of ALL shareholders.
NELSON OBUS WOULD BRING NEW IDEAS TO A COMPANY THAT'S STANDING STILL.
FOR MORE INFORMATION, CALL OUR PROXY SOLICITORS, LAWRENCE E. DENNEDY OR DANIEL
M. SULLIVAN OF MACKENZIE PARTNERS, INC., AT (800) 322-2885.
VISIT OUR WEB SITE WWW.RESCUEFAVS.COM TO READ OUR DEFINITIVE PROXY MATERIALS
FILED WITH THE SEC ON MAY 18, 2004.