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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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HAWKER PACIFIC AEROSPACE
(Name of Subject Company)
HAWKER PACIFIC AEROSPACE
(Name of Person Filing Statement)
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COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
420123 10 1
(Cusip Number of Class of Securities)
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James R. Bennett
Chief Financial Officer and Secretary
Hawker Pacific Aerospace
11240 Sherman Way
Sun Valley, CA 91352
(818) 765-6201
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications On Behalf of the Person Filing Statement)
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With a Copy to:
K.C. Schaaf, Esq.
Michael E. Flynn, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
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[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement under cover of Schedule 14D-9 originally
filed by Hawker Pacific Aerospace, a California corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission") on March 11,
2002, as amended and restated by Amendment No. 1 to Schedule 14D-9 filed on
April 2, 2002 (the "Statement"). The Statement and this Amendment are filed in
connection with the Tender Offer Statement under cover of Schedule TO-T/13E-3
(the "Schedule TO-T/13E-3") originally filed on behalf of LHT Acquisition
Corporation, a Delaware corporation (the "Purchaser") and Lufthansa Technik AG,
a corporation organized under the laws of the Federal Republic of Germany
("Lufthansa Technik") with the Commission on March 11, 2002, as amended and
restated by Amendment No. 1 to the Schedule TO-T/13E-3 filed on April 2, 2002,
and as amended and supplemented by Amendment No. 2 to the Schedule TO-T/13E-3
filed on April 9, 2002, and relate to a tender offer by the Purchaser and
Lufthansa Technik to purchase all issued and outstanding shares of Common Stock
(including shares of Common Stock issuable upon the conditional exercise of
options to purchase Common Stock having exercise prices of less than $3.25 per
share under the Company's stock option plan and management stock option
agreements) of the Company, at a purchase price of $3.25 per share (the "Offer
Price"), in cash, without interest thereon, and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated March 11, 2002, as amended and restated by
Amendment No. 1 to the Schedule TO-T/13E-3 (the "Offer to Purchase"), and in
the related Letter of Transmittal, which is incorporated hereto by reference to
the Schedule TO-T/13E-3 originally filed on March 11, 2002 (which, as amended
from time to time, together constitute the "Offer"). The amended and restated
Offer to Purchase is incorporated herein by reference to Exhibit (a)(1) of
Amendment No. 1 to the Schedule TO-T/13E-3.
This Amendment is being filed by the Company. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Statement. Except as otherwise indicated, the information in the Statement
remains unchanged.
Item 8. Additional Information.
Item 8 of the Statement is hereby amended by adding the following section:
(e) Certain Litigation.
On Friday, April 5, 2002, the Company issued a press release announcing that
on April 4, 2002 it was served with complaints in two purported class-action
lawsuits filed by alleged individual shareholders of the Company. The
complaints captioned Thomas Turberg v. Hawker Pacific Aerospace, et al. and
Lisa Chetkof v. Hawker Pacific Aerospace, et al. (Case Nos. EC 034170 and EC
034171), were filed in California Superior Court in Los Angeles on April 3,
2002. The complaints name as defendants the Company, the members of the
Company's board of directors and Lufthansa Technik. The press release
announcing the receipt of the complaints is filed as Exhibit 99 to the Form 8-K
filed by the Company on April 8, 2002.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
HAWKER PACIFIC AEROSPACE
By: /s/ JAMES R. BENNETT
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Name: James R. Bennett
Title: Chief Financial Officer and
Secretary
Dated: April 9, 2002
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