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. -------------------------------------------------------------- (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 ------------------------------------------------------------------------------ (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: PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Eric Berman Joseph Kuo of Kekst and Company 212-521-4800 or: Nelson Obus of Wynnefield Capital 212-760-0134 WYNNEFIELD URGES FAVS SHAREHOLDERS TO VOTE FOR OBUS, CUMULATIVE VOTING NEW YORK, NY, June 7, 2004 - The Wynnefield Group, the largest minority shareholder in First Aviation Services Inc. (NASDAQ: FAVS), today mailed a letter to the company's shareholders urging their votes for the election of Nelson Obus to the FAvS Board, and for the adoption of cumulative voting. The company's Annual Meeting of Shareholders is scheduled for June 15, 2004. Full text of the letter follows: Dear Fellow Shareholder: My name is Nelson Obus. I am writing to you on behalf of the members of the Wynnefield Group ("Wynnefield"), a long-time investor and owner of 2,168,444 (29.7%) of the outstanding shares of First Aviation Services Inc. ("FAvS"). After owning shares for over six years, we are dismayed at the company's inability to create shareholder value and are running a proxy campaign to ensure that management hears the voice of minority shareholders. Even though you and other minority shareholders own nearly one-half (48.2%) of FAvS' common stock, OUR VOICES AS SHAREHOLDERS ARE BEING IGNORED IN FAVOR OF FAVS' MAJORITY SHAREHOLDER, AN INVESTMENT COMPANY (FIRST EQUITY) WHOLLY OWNED BY FAVS' CHAIRMAN AND CEO. FIRST EQUITY BENEFITS FROM BOARD-APPROVED ADVISORY FEES ($1.4 MILLION IN FOUR YEARS) AND LEASE AND EXPENSE-SHARING PAYMENTS ($140,000 IN FISCAL 2004) PAID BY FAVS. Rather then reinvesting its cash reserves into the company, or completing its long stated strategy of growth through acquisitions, in 2003 FAvS paid a $7.251 million special one-time dividend, MOST OF WHICH BENEFITED FIRST EQUITY AND NOT THE MINORITY SHAREHOLDERS. To help protect the rights of minority shareholders, and make a statement to management that minority shareholders cannot be ignored, WE'RE SOLICITING PROXIES FOR MY ELECTION TO THE BOARD OF DIRECTORS, AND FOR STEPS TO IMPLEMENT CUMULATIVE VOTING at FAvS' Annual Meeting of shareholders scheduled to be held on June 15, 2004. VOTE "FOR" NELSON OBUS AND CUMULATIVE VOTING. SIGN AND RETURN THE ENCLOSED GREEN PROXY CARD AND DISREGARD MANAGEMENT'S WHITE PROXY CARD. Questions? Call our proxy solicitors, Lawrence E. Dennedy or Daniel M. Sullivan of MacKenzie Partners, at (800) 322-2885 more ... Wynnefield Letter Urges FAvS' Shareholders Vote For Obus, Cumulative Voting -- 2 continued HERE'S WHAT MANAGEMENT HASN'T TOLD YOU: o FAVS STOCK ACTUALLY UNDERPERFORMED THE RUSSELL 2000 STOCK INDEX AND TWO OF THE THREE COMPANIES INCLUDED IN THE FAVS' PEER GROUP IN ITS PROXY STATEMENT OVER THE 12-MONTH PERIOD ENDED April 29, 2004. Management boasts that FAvS' stock price increased 36% over that period. During the same period, the Russell 2000 Stock Index increased 42%, Aviall, Inc.'s stock price increased 102%, and AAR Corp.'s stock price increased 177%. EVEN AFTER THE 36% INCREASE, FAVS STOCK ONLY TRADED NEAR NET/ NET WORKING CAPITAL (LIQUIDATION VALUE) AND BELOW BOOK VALUE. IS THIS SOMETHING TO BRAG ABOUT? o THIS PROXY CONTEST IS BASED ON THE FAILURE OF THE COMPANY'S MANAGEMENT AND BOARD TO CREATE SHAREHOLDER VALUE. Management accuses us of running a "negative campaign" and "disparagement of incumbent directors." However, in addition to the stock performance cited above, the company reported AVERAGE ANNUAL LOSSES FROM CONTINUING OPERATIONS OF ($0.12) PER SHARE OVER THE LAST FOUR FISCAL YEARS. The current directors want to keep the status quo intact, but we think it's time for a realistic perspective on the company's LACK OF PERFORMANCE AND SOME MUCH-NEEDED FRESH THINKING. o WE HAVE CONSISTENTLY URGED MANAGEMENT TO COMMIT TO DEVELOPING AND IMPLEMENTING A BENCHMARKED BUSINESS PLAN THAT DELIVERS CONSISTENT PROFITABILITY AND SHAREHOLDER VALUE WITHIN A SPECIFIED PERIOD OF TIME -- AND BEEN REBUFFED. If this fails, we would ask the board and management to commit to explore transactions that would release value to ALL shareholders. Management accuses us of pursuing a board seat in an effort to "effectuate an exit from FAvS * * * even if the exit vehicle may be in a transaction or at a time that is not in the best interest of all shareholders." Wynnefield would only seek a transaction that would benefit ALL SHAREHOLDERS EQUALLY. With the stock near liquidation value and below book value, IT IS HARD TO IMAGINE A CHANGE THAT WOULD NOT BENEFIT ALL MINORITY SHAREHOLDERS. o IF CUMULATIVE VOTING WERE IMPLEMENTED, MINORITY SHAREHOLDERS COULD ELECT ONLY ONE DIRECTOR A YEAR. WHAT IS MANAGEMENT AFRAID OF? Management claims that our support of cumulative voting reflects a "self-interested" focus because we could elect a director with the help of "little additional shareholder support." Under cumulative voting, 33.4% of FAvS stock could elect a single director at future annual meetings (when two board seats are up for election). WE THINK IT IS ONLY FAIR THAT MINORITY SHAREHOLDERS SHOULD BE ABLE TO HAVE AT LEAST A SINGLE BOARD SEAT. I 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 a director. FAVS' MANAGEMENT HAS LONG OPPOSED YOUR ABILITY TO ELECT A SINGLE DIRECTOR OF YOUR CHOOSING. PROTECT YOUR INTERESTS AS A FAvS MINORITY SHAREHOLDER. VOTE "FOR" NELSON OBUS AND CUMULATIVE VOTING. SIGN AND RETURN THE ENCLOSED GREEN PROXY CARD. more... Wynnefield Letter Urges FAvS' Shareholders Vote For Obus, Cumulative Voting -- 3 continued While management is spending your money to serve their financial interests and maintain their control of the board, WE ARE SPENDING OUR OWN MONEY in order to help move FAvS forward and provide representation to ALL shareholders. Management has repeatedly stated that they will not permit us to win. WE CONTINUE TO HOLD OUT HOPE THAT, IF WE RECEIVE YOUR VOTE AND THAT OF OTHER MINORITY SHAREHOLDERS, MANAGEMENT WILL DO THE RIGHT THING AND SUPPORT THE ELECTION OF ONE BOARD MEMBER OF MINORITY SHAREHOLDERS' CHOOSING. If you have any questions or need assistance in voting your proxy card, please call me at (212) 760-0134 or our proxy solicitors, Lawrence E. Dennedy or Daniel M. Sullivan of MacKenzie Partners, Inc., at (800) 322-2885. Thank you in advance for your support. Very truly yours, Nelson Obus President, Wynnefield Capital, Inc. For our proxy statement and more information, please visit our web site at www.rescuefavs.com. Even if you have already signed the white proxy card, you can still vote for the Wynnefield nominee as a director and for cumulative voting in director elections by signing, dating and returning the GREEN proxy card. ONLY THE LATEST DATED PROXY MATTERS. DO NOT SIGN THE WHITE PROXY CARD SENT TO YOU BY MANAGEMENT YOUR VOTE IS EXTREMELY IMPORTANT. If your shares are registered in your own name, please sign, date and mail the GREEN proxy card to MacKenzie Partners, Inc. If your shares are held in the name of a brokerage firm, bank nominee or other institution, please sign, date and mail the GREEN proxy card. If you have lost your GREEN proxy card from the Wynnefield Group, or did not receive one, you may obtain another proxy statement and card by contacting MacKenzie Partners, Inc. at the phone numbers listed above. If you have any questions, or need assistance in voting your shares, please contact Lawrence E. Dennedy or Daniel M. Sullivan at: MACKENZIE PARTNERS, INC. 105 Madison Avenue New York, New York 10010 email: proxy@mackenziepartners.com Call Collect: (212) 929-5500 or Toll-Free (800) 322-2885 Facsimile: (212) 929-0308 * * * * * * * more... Wynnefield Letter Urges FAvS' Shareholders Vote For Obus, Cumulative Voting -- 4 continued ADDITIONAL INFORMATION: Shareholders are advised to read the Wynnefield Group's definitive proxy statement, which contains important information. Shareholders may obtain a free copy of the proxy statement and other documents filed by the Wynnefield Group with the SEC at the SEC's internet website at www.sec.gov. The proxy statement, a proxy card, and other documents may also be obtained free of charge from the Wynnefield Group's proxy solicitor or from the Wynnefield Group by request to: Lawrence E. Dennedy or Nelson Obus Daniel M. Sullivan The Wynnefield Group MacKenzie Partners, Inc. 450 Seventh Avenue, Suite 509 105 Madison Avenue Phone: (212) 760-0134 New York, NY 10016 Phone: (800) 322-2885 If you have lost your proxy card from the Wynnefield Group, or did not receive one, you may obtain another proxy statement and card by contacting MacKenzie Partners, Inc. or The Wynnefield Group at the phone numbers listed above. ABOUT THE WYNNEFIELD GROUP: 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. Its founding partners, Nelson Obus and Joshua Landes, held senior research and institutional equity positions at Lazard Freres & Co. during the 1980s, and the initial Wynnefield investors included many of their colleagues at Lazard. The 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 and the compensation committee of Layne. More information about the Wynnefield Group's efforts to help provide value to all FAvS shareholders can be found at www.rescuefavs.com. # # #