SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5 TO
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
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") and amends and supplements the prior
Schedule 13E-3 filings of the Company filed on August 19, 2002, September 30,
2002, November 18, 2002, November 27, 2002 and December 6, 2002. This Schedule
13E-3 relates to the Asset Purchase Agreement, dated as of May 9, 2002, as
amended, between Flight, its subsidiaries and VTF Corporation (the "Asset
Purchase Agreement") pursuant to which Flight agreed to sell substantially all
of its and its subsidiaries assets to VTF. On December 17, 2002, at a special
meeting of the shareholders of the Company, the shareholders of the Company
approved the Asset Purchase Agreement and transactions contemplated thereby. On
December 17, 2002, the transactions contemplated by the Asset Purchase Agreement
were consummated, with gross proceeds of approximately $6,500,000 to the
Company, of which $1,000,000 is being held in escrow for nine months to secure
any indemnity claims against the Company. The Company plans to offer the net
proceeds from the sale to its shareholders on a pro-rata basis through a tender
offer. The Company plans to file an amendment to this Schedule 13E-3 as a joint
Schedule 13E-3/Schedule TO with respect to the tender offer as soon as the terms
of the proposed tender offer are known and finalized.
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: December 17, 2002 THE FLIGHT INTERNATIONAL GROUP, INC.
By: /s/ Robert Dynan
Name: Robert Dynan
Title: Executive Vice President