UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
THE FLIGHT INTERNATIONAL GROUP, INC.
(Name of subject company (issuer))
THE FLIGHT INTERNATIONAL GROUP, INC.
(Name of person filing statement (offeror))
New Common Stock, $.01 par value
(Title of class of securities)
476142 104
(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
(name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
With a Copy to:
David N. Feldman
Feldman Weinstein LLP
420 Lexington Avenue
New York, NY 10170
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee*
------------ ------------
* Not applicable.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
[ ] Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
SHAREHOLDERS SHOULD READ THE TENDER OFFER STATEMENT WHEN IT IS BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS CAN OBTAIN A COPY OF
THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY AT THE
COMMISSION'S WEB SITE, WWW.SEC.GOV. A COPY OF THE DOCUMENTS FILED BY THE COMPANY
IN CONNECTION WITH THE TENDER OFFER WILL BE SENT TO ANY SHAREHOLDER WHO CONTACTS
THE COMPANY TO REQUEST A COPY OF SUCH DOCUMENT. ANY SUCH REQUEST SHOULD BE SENT
TO THE COMPANY AT ONE LEAR DRIVE, NEWPORT NEWS/WILLIAMSBURG INTERNATIONAL
AIRPORT, NEWPORT NEWS, VIRGINIA 23602, ATTN: ANN CAMPBELL.
Preliminary Communications
Concurrently with the filing of this Schedule TO-C, The Flight International
Group, Inc. ("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 ("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.
The section of the Proxy Statement entitled "Plans for the Company after the
Sale" reads in its entirety as follows:
"PLANS FOR THE COMPANY AFTER THE ASSET SALE
On August 14, 2002, the Board unanimously approved a plan to make an offer to
purchase all of the issued and outstanding shares of the Company's Common Stock,
followed by the winding up of the Company's business. The plan is conditioned
upon the consummation of the Asset Sale. All net proceeds from the Asset Sale
(after deducting expenses and reasonable reserves for liquidation) will be
offered to our Shareholders on a pro-rata basis through a tender offer.
Contemporaneous with the filing of this proxy statement, the Company has filed a
Schedule 13E-3 (the "Schedule 13E-3") with the SEC in connection with the
transactions described herein and the Company's planned tender offer. The
Company plans to file a joint Schedule 13E-3/Schedule TO with respect to the
tender offer as soon as practicable following the closing and as soon as the
terms of the proposed tender offer are known and finalized. If the results of
the tender offer are such that we no longer meet the requirements under
pertinent SEC laws and regulations to file periodic reports with the SEC, we
intend to file an application to deregister our Common Stock and cease our
reporting obligations with the SEC."