SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES ACT OF 1934
THE FLIGHT INTERNATIONAL GROUP, INC.
(Name of Issuer)
THE FLIGHT INTERNATIONAL GROUP, INC.
(Name of Person(s) Filing Statement)
NEW COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
476142 10 4
(CUSIP Number of Class of Securities)
DAVID SANDLIN
THE FLIGHT INTERNATIONAL GROUP, INC.
ONE LEAR DRIVE
NEWPORT NEWS/WILLIAMSBURG INTERNATIONAL AIRPORT
NEWPORT NEWS, VA 23602
(757) 886-5500
With a copy to:
David N. Feldman
Feldman Weinstein LLP
420 Lexington Avenue
New York, NY 10170
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check appropriate box):
a.[X] The filing of solicitation materials or an information statement
subject to Regulation 14A, 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[ ] The filing of a registration statement under the Securities Act
of 1933.
c.[ ] A tender offer.
d.[_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [x ]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [_]
CALCULATION OF FILING FEE
Transaction Valuation: $6,500,000 Amount of filing fee:$1,300
[X]Check box if any part of the fee is offset by Rule 240.0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by either a registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,300 Filing Party: The Flight
International Group, Inc
Form or Registration No.: Preliminary Proxy Statement Date Filed: June 10, 2002
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by The Flight International Group, Inc., a Georgia
corporation (the "Company" or "Flight"). This Schedule 13E-3 relates to the
Asset Purchase Agreement, dated as of May 9, 2001, between Flight, its
subsidiaries and VTF Corporation (the "Asset Purchase Agreement") pursuant to
which Flight will sell substantially all of its and its subsidiaries assets to
VTF. This Schedule 13E-3 is being filed by Flight.
Concurrently with the filing of this Schedule 13E-3, Flight is filing
with the Securities and Exchange Commission a proxy statement (the "Proxy
Statement") under Regulation 14A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), relating to a special meeting of shareholders of
Flight at which the shareholders of Flight will consider and vote upon a
proposal to approve and adopt the Asset Purchase Agreement and the transactions
contemplated thereby. As described more fully in the Proxy Statement, if the
Asset Purchase Agreement is approved and the transactions contemplated thereby
are consummated, Flight plans to utilize the net proceeds from such transaction
to effect a tender offer to its shareholders (the "Tender Offer") to purchase
all of the outstanding shares of its new common stock, par value $.01 per share
("Common Stock"). As soon as practicable following the consummation of the Asset
Purchase Agreement, the Company plans to file a combined Schedule TO and
Schedule 13E-3 with respect to the commencement of the Tender Offer that will
set forth all of the terms of the Tender Offer as the Tender Offer may result in
the Company having less than three hundred shareholders.
A copy of the Proxy Statement is attached hereto as Exhibit (A) and a
copy of the Asset Purchase Agreement is attached as Annex A to the Proxy
Statement.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated by reference. As of the date hereof,
the Proxy Statement is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall
have the meanings given to them in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET.
Summary Term Sheet. The information contained in the section of the
Proxy Statement entitled "SUMMARY" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The Flight International Group, Inc.'s principal
executive office is located at One Lear Drive, Newport News, Virginia
23602 and its telephone number is (757) 886-5500.
(b) Securities. As of August 16, 2002 there were 1,109,588 shares of
the issuer's New Common Stock, par value $.01 per share, issued and
outstanding.
(c) Trading Market and Price. The Common Stock is not listed on any
stock exchange or listed on any automated quotation system. There is no
established public trading market currently for the Common Stock, and,
therefore, no bid information is available.
(d) Dividends. There have been no cash dividends declared in the past
five fiscal years. The Company does not anticipate awarding cash
dividends in the foreseeable future.
(e) Prior Public Offerings. The Company has not during the past three
years made an underwritten public offering of its Common Stock for cash
that was registered under the Securities Act of 1933 or exempt from
such registration.
(f) Prior Stock Purchases. The Company has not purchased any shares of
its Common Stock during the past two years.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Name and Address. The Company is the filing person of this
Statement. Its principal executive office is located at One Lear Drive,
Newport News, Virginia, 23602 and its telephone number is (757)
886-5500.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons. Not applicable.
(d) Tender Offer. The Company plans to utilize the net proceeds from
the Asset Sale to effect a tender offer to its shareholders to purchase
all of the outstanding shares of its Common Stock. As soon as
practicable following the consummation of the Asset Purchase Agreement,
the Company plans to file a combined Schedule TO and Schedule 13E-3
with respect to the commencement of the Tender Offer that will set
forth all of the terms of the Tender Offer.
ITEM 4. TERMS OF TRANSACTION
(a)(1) Material Terms; Tender Offers. The Company plans to utilize the
net proceeds from the Asset Sale to effect a tender offer to its
shareholders to purchase all of the outstanding shares of its Common
Stock. As soon as practicable following the consummation of the Asset
Purchase Agreement, the Company plans to file a combined Schedule TO
and Schedule 13E-3 with respect to the commencement of the Tender Offer
that will set forth all of the terms of the Tender Offer.
(a)(2) Material Terms; Mergers or Similar Transactions. The information
contained in the sections of the Proxy Statement entitled "SUMMARY",
"SPECIAL FACTORS", "BACKGROUND OF THE ASSET PURCHASE AGREEMENT",
"RECOMMENDATION OF THE BOARD OF DIRECTORS" "REASONS FOR THE SALE OF
SUBSTANTIALLY ALL OF OUR ASSETS", "INTERESTS OF CERTAIN PERSONS IN THE
ASSET PURCHASE AGREEMENT", "CERTAIN EFFECTS OF THE ASSET SALE", "THE
ASSET PURCHASE AGREEMENT" and "THE PARTIES" is incorporated herein by
reference.
(c) Different Terms. The information contained in the sections of the
Proxy Statement entitled "INTERESTS OF CERTAIN PERSONS IN THE ASSET
PURCHASE AGREEMENT" and "SUMMARY" is incorporated herein by reference.
(d) Appraisal Rights. The information contained in the sections of the
Proxy Statement entitled "DISSENTERS' RIGHTS" is incorporated herein by
reference.
(e) Provisions for Unaffiliated Security Holders. The Company has not
made any provisions in connection with this transaction to grant
unaffiliated security holders access to the corporate files of the
Company or to obtain counsel or appraisal services at the expense of
the Company, however, if shareholders have questions about the Proxy
Statement, they may contact the Company as set forth in the sections of
the Proxy Statement entitled "WHERE YOU CAN FIND MORE INFORMATION"
which is incorporated herein by reference.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. None.
(b),(c) Significant Corporate Events; Negotiations or Contacts. The
information contained in the sections of the Proxy Statement entitled
"SPECIAL FACTORS" and "BACKGROUND OF THE ASSETS PURCHASE AGREEMENT" is
incorporated herein by reference.
(d) Conflicts of Interest. The information contained in the sections of
the Proxy Statement entitled "INTERESTS OF CERTAIN PERSONS IN THE ASSET
PURCHASE AGREEMENT", "SUMMARY" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.
(e) Agreements involving the subject company's securities. The
information contained in the sections of the Proxy Statement entitled
"VOTING AGREEMENT" and "SUMMARY" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities Acquired. Not applicable.
(c) Plans. The information contained in the sections of the Proxy
Statement entitled "SUMMARY", "CERTAIN EFFECTS OF THE ASSET SALE", "PLANS FOR
THE COMPANY AFTER THE ASSET SALE" AND "CONDUCT OF THE BUSINESS OF THE COMPANY IF
THE ASSET SALE IS NOT COMPLETED" is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) Purposes; Alternatives; Reasons; Effects. The information
contained in the sections of the Proxy Statement entitled "SUMMARY", "SPECIAL
FACTORS", "CERTAIN EFFECTS OF THE ASSET SALE", "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and "FEDERAL INCOME
TAX CONSEQUENCES" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) Fairness. The Company believes the transaction contemplated by the
Asset Purchase Agreement are fair to its unaffiliated security holders.
(b) Factors Considered in Determining Fairness. The information
contained in the sections of the Proxy Statement entitled "SUMMARY", "SPECIAL
FACTORS", "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" and "MARKET FOR COMMON STOCK" is incorporated herein by
reference.
(c) Approval of Security Holders. The transaction contemplated by the
Asset Purchase Agreement is not structured so that the approval of at least a
majority of the Company's unaffiliated security holders is required.
(d) Unaffiliated Representative. A majority of the Company's directors
who are not employees of the Company have not retained an unaffiliated
representative to act solely on behalf of the unaffiliated security holders for
purposes of negotiating this transaction and/or preparing a report concerning
the fairness of the transaction. The Board of Directors did obtain a fairness
opinion from an independent third-party to pass upon the adequacy of the
transaction to all of the Company's shareholders. The information contained in
the section of the Proxy Statement entitled "SPECIAL FACTORS" is incorporated
herein by reference.
(e) Approval of Directors. This rule 13e-3 transaction has been
approved by all directors of the Company, including directors who are not
employees of the Company.
(f) Other Offers. The information contained in the sections of the
Proxy Statement entitled "SPECIAL FACTORS is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the
Report, Opinion or Appraisal; Availability of Documents. The information
contained in the sections of the Proxy Statement entitled "SUMMARY", "SPECIAL
FACTORS" and "G-V's OPINION" and the fairness opinions attached as Annex B to
the Proxy Statement are incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a),(b) Source of Funds; Conditions. VTF is expected to obtain
financing from a third party as the source of funds necessary to consummate the
transaction contemplated by the Asset Purchase Agreement.
The Company plans to utilize the net proceeds from the Asset Sale to
effect a tender offer to its shareholders to purchase all of the outstanding
shares of its Common Stock. As soon as practicable following the consummation of
the Asset Purchase Agreement, the Company plans to file a combined Schedule TO
and Schedule 13E-3 with respect to the commencement of the Tender Offer that
will set forth all of the terms of the Tender Offer. The information contained
in the sections of the Proxy Statement entitled "SUMMARY" and "THE ASSET
PURCHASE AGREEMENT" is incorporated herein by reference.
(c) Expenses. The Company anticipates expenses of approximately
$500,000 in connection with the Asset Sale and tender offer.
(d)(1)-(2) Borrowed Funds. Not Applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. Not applicable.
(b) Securities Transactions. None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information contained in the sections of the Proxy Statement entitled "SUMMARY",
"SPECIAL FACTORS" and "THE ASSET PURCHASE AGREEMENT - Voting Agreement" is
incorporated herein by reference.
(e) Recommendations of Others. The information contained in the
sections of the Proxy Statement entitled "SPECIAL FACTORS: Recommendations of
the Board of Directors; Reasons for the Sale of Substantially All of the
Company's Assets" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information. The information contained in the Financial
Statements annexed to the Proxy Statement and the information contained in the
section of the Proxy Statement entitled "SELECTED FINANCIAL DATA" is
incorporated herein by reference.
(b) Pro-Forma Information. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) (b) Solicitations or Recommendations; Employees and Corporate
Assets. The information contained in the sections of the Proxy Statement
entitled "GENERAL", "WHERE YOU CAN FIND MORE INFORMATION" and "COST OF
SOLICITATION" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) Other Material Information. The information contained in the Proxy
Statement, including all annexes thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a) Preliminary Proxy Statement filed with the Securities and Exchange
Commission on August 16, 2002.
(b) None.
(c) Opinion of G-V Capital Corp., attached as Annex B to the Proxy
Statement.
(d) Voting Agreement of David E. Sandlin.
(f) Sections of the Georgia Corporation Code Relating to Dissenters'
Rights, attached as Annex C to the Proxy Statement.
(g) None.
SIGNATURES
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.
Date: August 16, 2002 THE FLIGHT INTERNATIONAL GROUP, INC.
By: /s/ David E. Sandlin
Name: David E. Sandlin
Title: President
EXHIBIT INDEX
(a) Preliminary Proxy Statement filed with the Securities and Exchange
Commission on August 16, 2002.
(b) None.
(c) Opinion of G-V Capital Corp., attached as Annex B to the Proxy
Statement.
(d) Voting Agreement of David E. Sandlin.
(f) Sections of the Georgia Corporation Code Relating to Dissenters'
Rights attached as Annex C to the Proxy Statement.
(g) None.