Aviation General Inc · SC TO-I · Aviation General Inc · On 9/6/01

Filed On 9/6/01   ·   SEC File 5-61957   ·   Accession Number 925328-1-500032

Tender-Offer Statement -- Issuer Tender Offer   ·   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Schedule To                                            3     15K 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

 SCHEDULE TO
(Rule 14d-100)

   TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
    OF THE SECURITIES EXCHANGE ACT OF 1934

 (Amendment No. )*

AVIATION GENERAL, INCORPORATED
(Name of Subject Company (Issuer))

AVIATION GENERAL, INCORPORATED
 (Names of Filing Persons)

COMMON STOCK
 $0.50 par value
(Title of Class of Securities)

  05366 T 10 3
 (CUSIP Number of Class of Securities)

Wirt D. Walker III
 Chairman, CEO
Aviation General, Incorporated
7200 Northwest 63rd Street
 Bethany, Oklahoma 73008
(405) 495-8080
(Name, Address and Telephone Numbers of Person    
 Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 CALCULATION OF FILING FEE

---------------------------------------- -------------------------------------- 
Transaction Valuation*                    Amount of Filing Fee**
---------------------------------------- -------------------------------------- 
---------------------------------------- -------------------------------------- 
2,000,000                                 $400.00 
---------------------------------------- -------------------------------------- 

* Assumes purchase of 2,000,000 shares of common stock at $1.00 per share.      

**  Calculated based on the transaction valuation multiplied by one-fiftieth of 
one percent.                                                            

/ /      Check 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:    N/A                  Filing Party:      N/A          
                        ------------                         -------------------

Form or Registration No.:           N/A         Date Filed:        N/A          
                           -----------------                 -------------------

[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                       

/ /        Issuer tender offer subject to Rule 13e-4.                           

/ /        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: / /                                                        

Attached hereto is a copy of Aviation General's press release dated September 6,
2001.                                                                           

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 SIGNATURE

         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. 

                /s/ WIRT D. WALKER III
                    --------------------------------------------
                       (Signature)

          Chairman and CEO
                    --------------------------------------------
                            (Name and Title)

           September 6, 2001
                    --------------------------------------------
                                    (Date)

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PRESS RELEASE                                           September 6, 2001       
-------------                                                                   

AVIATION GENERAL, INCORPORATED
 ANNOUNCES
 STRATEGIC CORPORATE INITIATIVES

BETHANY, Oklahoma- Aviation General, Incorporated (NASDAQ:AVGE) announced that  
its Board of Directors has authorized the following strategic corporate         
initiatives: an exchange offer, a 1-for-3 reverse stock split, and the          
reactivation of its Stock Repurchase Program. The Company also plans to seek    
additional capital through the private placement of a significant ownership     
interest and/or merger with a strategic partner, predicated on an appropriate   
corporate valuation.                                                            

Under the exchange offer, Aviation General's shareholders can exchange one share
of common stock for $1 principal amount of debentures. The debentures will bear 
interest at 8% per year, payable semi-annually each June 30 and December 31,    
starting on December 31, 2001. The principal amount of the debentures will be   
due on December 31, 2003, subject to prepayment at the company's option, without
penalty or premium. The commencement and expiration dates of the exchange offer 
will be announced when the Company commences the offer and files a tender offer 
statement with the SEC. Following the completion of the exchange offer, the     
Company plans to effect a reverse stock split of 1-for-3 shares.                

The Company believes that the consummation of the exchange offer and reverse    
stock split will significantly reduce the Company's float of freely tradable    
shares and satisfy Nasdaq minimum bid requirements. The Company currently has   
approximately 6.5 million shares issued and outstanding, of which the float of  
publicly tradable shares is approximately 5 million shares.                     

The Company also plans to seek additional capital through the private placement 
of a significant ownership interest and/or merger with a strategic partner,     
predicated on an appropriate corporate valuation. The Board of Directors has    
also authorized the reactivation of the Company's Stock Repurchase Program.     

Aviation General believes its stock is significantly undervalued, having closed 
yesterday at less than one third of its book value at June 30, 2001.            
Furthermore, the Company believes that its FAA Commander Type Certificates alone
are worth more than 20 times its market capitalization, as it takes a minimum of
$50 million to $100 million of investment, and three to five years to design,   
prototype, test, and receive FAA Type Certification, irrespective of the        
additional investment required to establish and commence manufacturing, service,
sales, and support activities.                                                  

The Company believes it is positioned to significantly increase sales of its    
newly manufactured single engine high performance Commander aircraft, as lower  
interest rates, which significantly lower aircraft purchase finance costs, take 
effect and the overall economy improves. Commander is also well positioned to   
gain market share for several reasons, including the continuing building of its 
reputation for excellence, and the recent demise of one of its four competitors,
which is no longer producing aircraft, and which had more than 25% market share 
of new single engine high performance aircraft sales last year.                 

The Company also plans to increase its brokerage, refurbishment, parts, service 
and support capabilities for all types of new and pre-owned high performance    
piston aircraft, as well as jet aircraft through its wholly owned subsidiary,   
Strategic Jet Services, Inc.                                                    

Aviation General, Incorporated is a publicly traded holding company with two    
wholly owned subsidiaries, Commander Aircraft Company and Strategic Jet         
Services, Inc. Commander Aircraft Company (www.commanderair.com) manufactures,  
markets and provides support services for its line of single engine, high       
performance Commander aircraft, and consulting, brokerage and refurbishment     
services for all types of piston aircraft. Strategic Jet Services, Inc.         
(www.strategicjet.com) provides consulting, sales, brokerage, acquisition, and  
refurbishment services for jet aircraft.                                        

All investors are advised to carefully read the tender offer statement when it  
becomes available because of the important information it contains. When the    
tender offer statement is filed with the SEC, it and other filed reports may be 
obtained for free by accessing over the Internet the Security and Exchange      
Commission's site on the World Wide Web at http://www.sec.gov. Investors may    
also contact the Company directly at (202) 965-0777 to obtain free copies of the
Offering Circular and related documents to be utilized in the exchange offer.   

The statements in this press release that relate to future plans, events or     
performance are forward-looking statements that involve risks and uncertainties.
Actual results, events and performance may differ materially. Readers are       
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to       
release publicly the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to 
reflect the occurrence of unanticipated events.                                 

Readers are encouraged to refer to the risk disclosures described in the        
Company's reports on Forms 10-K, 10-Q and 8K, as applicable.                    

For more information, contact:                                                  

Wirt D. Walker, III                                                             
Chairman/CEO                                                                    
(202) 965-0777                                                                  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC TO-I Filing		Date		First		Last			Other Filings
		6/30/01		3					10-Q
Filed On / Filed As Of		9/6/01		1		3
		12/31/01		3					DEF 14A, 10-K/A, NT 10-K, 10-K
		12/31/03		3					10KSB
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