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): May 28, 2004
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 28, 2004, Mooney entered into a Stock Purchase Agreement (the
"Agreement") with Allan Holding & Finance Ltd. ("AHF"), a private investment
company, pursuant to which Mooney sold its wholly owned subsidiary Mooney
Airplane Company to AHF in consideration for which AHF assumed all of Mooney's
obligations under its secured debentures (the "Obligations"). AHF also agreed to
invest an additional $4,000,000 of capital into Mooney Airplane Company. The
Obligations were assumed by AHF pursuant to a separate Assumption Agreement (the
"Assumption Agreement"), dated May 28, 2004, by and between Mooney and AHF. On
June 1, 2004, Mooney issued a press release (the "MAC Release") announcing the
closing of the transactions contemplated under the Agreement and the Assumption
Agreement.
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On June 1, 2004, Mooney issued a press release (the "Litigation
Release") announcing that on May 28, 2004, the Superior Court of the State of
California, Los Angeles County issued a judgment against Mooney, affirming a
preliminary arbitration award providing for the payment by Mooney of
$23,901,617.90 to AP-Long Beach Airport LLC, plus attorney's fees to be
determined at a later date. The judgment was issued in connection with
proceedings of a claim for alleged damages due to termination by Mooney of its
lease at its former headquarters in Long Beach, California.
INCORPORATION BY REFERENCE
The description of the Agreement, the Assumption Agreement, the MAC
Release and the Litigation Release discussed above is qualified in its entirety
by reference to such Agreement, Assumption Agreement, MAC Release and such
Litigation Release, 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
2.1 Stock Purchase Agreement, dated May 28, 2004, by and
between Mooney Aerospace Group, Inc. and Allan
Holding & Finance Ltd.
2.2 Assumption Agreement, dated May 28, 2004, by and
between Mooney Aerospace Group, Inc. and Allan
Holding & Finance Ltd.
99.1 Press Release, dated June 1, 2004.
99.2 Press Release, dated June 1, 2004.
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: June 2, 2004
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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2.1 Stock Purchase Agreement, dated May 28, 2004, by and between
Mooney Aerospace Group, Inc. and Allan Holding & Finance Ltd.
2.2 Assumption Agreement, dated May 28, 2004, by and between
Mooney Aerospace Group, Inc. and Allan Holding & Finance Ltd.
99.1 Press Release, dated June 1, 2004.
99.2 Press Release, dated June 1, 2004.