UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ________________________________ Commission file number 0-27100 FIELDS AIRCRAFT SPARES, INC. (Exact name of registrant as specified in its charter) UTAH 95-4218263 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 2251-A Ward Avenue, Simi Valley, California 93005 (Address of principal executive offices (Zip Code) (805) 583-0080 (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------ --------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 14 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class of Stock Amount Outstanding $.05 par value Common Shares 984,352 Common Shares at June 30, 1996 PART II. OTHER INFORMATION ITEM 1.LEGAL PROCEEDINGS. None ITEM 2.CHANGES IN SECURITIES. None ITEM 3.DEFAULTS UPON SENIOR SECURITIES. The Company's subsidiary, Fields Aircraft Spares Incorporated, a California corporation ("FAS-CA") was in default with Norwest Business Credit, Inc. ("Norwest"), its primary lender, at May 1, 1996. The Loan Agreement with Norwest as of May 1, 1996 permitted up to $7,239,000 to be drawn on the loan against eligible receivables and inventory. As of May 1, 1996, the Company had outstanding approximately $7,336,000. Norwest has subsequently agreed that FAS may have drawn at any one time up to $150,000 in excess of the available line of credit, such excess to be eliminated during May 1996. FAS was also in default with Norwest at June 30, 1996. The Loan Agreement with Norwest required of the Company as of June 30, 1996, to have achieved net earnings from operations for the six months ending on that date of $150,000 whereas the Company had a net loss from operations for that period of $679,000. Norwest has indicated to the Company that it does not intend to take any action as a result of the default but has reserved its rights to take any appropriate action at any time. The Company's credit facility with Norwest expires in February 1998 but is payable on demand by Norwest. Accordingly, Norwest could require repayment of all amounts owed by the Company at any time. ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 5.OTHER INFORMATION. In June, 1996, FAS-CA entered into a Third Amendment to Credit Agreement with Norwest, whereby, among other things, the interest rate payable to Norwest was increased to prime to 5.5%. ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Finacial Data Schedule Those exhibits previously filed with the Securities and Exchange Commission as required by Item 601 of Regulation S-K, are incorporated herein by reference in accordance with the provisions of Rule 12b-32. (b) Reports on Form 8-K A current report on Form 8-K, dated April 17, was filed during the quarter. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 14, 1996 FIELDS AIRCRAFT SPARES, INC. By: /s/ Alan M. Fields Alan M. Fields, President and Principal Executive Officer By: /s/ Lawrence J. Troyna Lawrence J. Troyna, Principal Financial Officer