SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2003
MOONEY AEROSPACE GROUP, LTD.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-21749 95-4257380
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
Louis Schreiner Field, Kerrville, TX 78028
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (830) 896-6000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On November 14, 2003, Mooney Aerospace Group, Ltd. ("Mooney"), Mooney
Airplane Company ("MAC"), the wholly owned subsidiary of Mooney, and BLX
Commercial Capital LLC ("BLX") entered into a Loan Agreement (the "BLX
Agreement"), pursuant to which BLX agreed to loan $5,000,000 (the "BLX Loan") to
MAC. The proceeds of the BLX Loan were used to pay in full all of the Company's
remaining obligations to Congress Financial Corporation. The remaining proceeds
of the BLX Loan will be used to fund working capital.
The BLX Loan is guaranteed under the U.S. Department of Agriculture
Business and Industry Guaranteed Loan Program, has a term of 25 years, bears
interest at 2.00% over the Prime Rate, adjustable quarterly. In connection with
the BLX Loan, the Company, MAC and BLX also entered into a security agreement
dated as of November 14, 2003 (the "Security Agreement"), pursuant to which the
BLX Loan is secured by, among other things, Mooney's FAA Type Certificate.
The terms of the BLX Loan were described in a press release (the "Press
Release") issued by Mooney on November 21, 2003.
On November 17, 2003, the Company finalized documentation of the
revolving loan (the "Revolving Loan") described in Exhibit 4.1 to the Company's
Current Report on Form 8-K filed with the Commission on June 17, 2003. The
Revolving Loan is evidenced by separate promissory notes in the aggregate
principal amount of $4,000,000 issued by MAC to two lenders (the "Lenders"),
pursuant to an Amended and Restated Loan and Purchase Money Security Agreement
(the "Loan Agreement"). The Revolving Loan has a term of three (3) years and
bears interest at a rate of 10% per annum. The proceeds of the Revolving Loan
will be used to finance the purchase of airplane parts to be used in the
manufacture of airplanes, and is secured by parts and equipment purchased with
such proceeds.
INCORPORATION BY REFERENCE
The descriptions of the BLX Agreement, the Security Agreement, the
Press Release and the Loan Agreement discussed above are qualified in their
entirety by reference to such documents, each of which is attached as an exhibit
hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) None
(b) None
(c) Exhibits
10.1 Loan Agreement, dated as of November 14, 2003 by and
among BLX Commercial Capital, LLC, Mooney Airplane Company, Inc. and Mooney
Aerospace Group, Ltd. and J. Nelson Happy as Guarantor.
10.2 Security Agreement, dated as of November 14, 2003 by and
among BLX Commercial Capital, LLC, Mooney Airplane Company, Inc. and Mooney
Aerospace Group, Ltd. and J. Nelson Happy as Guarantor.
10.3 Amended and Restated Loan and Purchase Money Security
Agreement, dated as of November 17, 2003, by and among Mooney Aerospace Group,
Ltd., Mooney Airplane Company, Inc. Esquire Trade & Finance, Inc., Frasir
Stiftung Balzers, Jenkens & Gilchrist Parker Chapin LLP (as Escrow Agent) and
Barbara Mittman (as Collateral Agent).
99.1 Press Release, dated November 21, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: November 24, 2003
MOONEY AEROSPACE GROUP, LTD.
By: /s/ J. Nelson Happy
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Name: J. Nelson Happy
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Loan Agreement, dated as of November 14, 2003 by and among BLX
Commercial Capital, LLC, Mooney Airplane Company, Inc. and
Mooney Aerospace Group, Ltd. and J. Nelson Happy as Guarantor.
10.2 Security Agreement, dated as of November 14, 2003 by and among
BLX Commercial Capital, LLC, Mooney Airplane Company, Inc. and
Mooney Aerospace Group, Ltd. and J. Nelson Happy as Guarantor
10.3 Amended and Restated Loan and Purchase Money Security
Agreement, dated as of November 17, 2003, by and among Mooney
Aerospace Group, Ltd., Mooney Airplane Company, Inc. Esquire
Trade & Finance, Inc., Frasir Stiftung Balzers, Jenkens &
Gilchrist Parker Chapin LLP (as Escrow Agent) and Barbara
Mittman (as Collateral Agent).
99.1 Press Release, dated November 21, 2003.