UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Commission File No. 1-11775
TIMCO AVIATION SERVICES, INC.
(Exact Name Of Registrant As Specified In Its Charter)
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| Delaware
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65-0665658 |
| (State Or Other Jurisdiction Of
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(IRS Employer |
| Incorporation Or Organization)
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Identification No.) |
623 Radar Road
Greensboro, North Carolina 27410
(Address Of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On April 20, 2006, TIMCO Aviation Services, Inc. (the “Company”) entered into amendments to its
financing arrangements with its senior lenders, CIT Group/Business Credit (“CIT”) and LJH, Ltd.
(“LJH”). The terms of the amended loan arrangements are set forth in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 (the “Form 10-K”) which was filed by the
Company with the U.S. Securities and Exchange Commission on April 21, 2006. Further, the loan
documents with respect to such amended financing arrangements are Exhibits 10.136 to 10.139 to the
Form 10-K.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Effective, April 22, 2006, John R. Cawthron has become the Vice Chairman of the Board and Chief
Executive Officer of the Company. Roy T. Rimmer, Jr., the Company’s former Chief Executive Officer,
remains as the Chairman of the Board and as Chief Marketing Officer of the Company.
Item 8.01 Other Events
On April 21, 2006, the Company issued a press release announcing the matters described above. In
its press release, the Company also reported that LJH and Owl Creek Asset Management (“Owl Creek”)
have advised the Company that they are suspending the previously announced negotiations with the
Company with respect to a proposed transaction in which the Company’s stockholders (other than LJH
and Owl Creek) would have received cash for their shares of the Company’s common stock. LJH, which
currently owns approximately 72% of the Company’s outstanding common stock, and Owl Creek, which
through affiliates currently owns approximately 17% of the Company’s outstanding common stock, have
advised the Company that they intend to continue to evaluate their ownership of the Company, and
that they may in the future consider and propose transactions affecting the Company’s ownership.
However, there can be no assurance that any transaction will occur on the terms previously
announced, or at all.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release issued by TIMCO Aviation Services, Inc. on April 21, 2006