Fields Aircraft Spares Inc – ‘DEFR14A’ on 7/8/97

As of:  Tuesday, 7/8/97   ·   Accession #:  1038838-97-34   ·   File #:  0-27100

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revision of Definitive Proxy Statement                 3     14K 

DEFR14A
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FIELDS AIRCRAFT SPARES, INC.
2251-A Ward Avenue
 Simi Valley, CA 93065

 AMENDMENT
TO
NOTICE AND PROXY STATEMENT

Annual Meeting of Shareholders
To Be Held on Thursday, August 7, 1997

         Fields  Aircraft  Spares,  Inc. (the  "Company") is sad to report that,
after Notice of the Company's  Annual Meeting to be held August 7, 1997 had been
prepared,  Carlos Sedillo, the Company's Corporate Secretary, a current director
and a director nominee, died. As a result of Mr. Sedillo's unexpected death, the
remaining  directors  of the  Company  have  determined  that  the  Notice  (the
"Notice") of the Company's  Annual Meeting of  Shareholders to be held August 7,
1997 (the "Meeting") and corresponding  Proxy Statement (the "Proxy  Statement")
should be amended as follows:                                                   

         1.  Effective as of July 7, 1997, the size of the board of directors of
the Company has been reduced from six (6) directors to five (5)  directors.  The
Notice and the Proxy Statement are hereby amended to provide that at the Meeting
the  shareholders  shall elect five (5)  directors of the Company until the next
annual meeting of the  shareholders (or expiration of their terms if a Staggered
Board is  approved)  or until  their  successors  are duly  elected.  The  Proxy
Statement is further  amended to reflect  that the Nominees  listed in the Proxy
Statement other than Mr. Sedillo shall be the nominees for director.            

         2. If the proposal to adopt a staggered board of directors is approved,
Class I will initially consist of one director,  to hold office until the annual
meeting  of  shareholders  in  1998;  Class  II will  initially  consist  of two
directors, each to hold office until the annual meeting of shareholders in 1999;
Class III will initially consist of two directors, each to hold office until the
annual meeting of shareholders in 2000; and in each case, until their successors
are duly elected or until their  earlier  resignation,  removal from office,  or
death.  Starting  with the 1998  annual  meeting  of  shareholders  one class of
directors would be elected for a three-year  term at each Annual  Meeting,  with
the  remaining  continuing  in office.  The  directors of each class would be as
follows:                                                                        

  Class I                Class II                        Class III

       Mary Sprouse           Lawrence J. Troyna              Peter Frohlich
                           Leonard Fields                  Alan Fields

DEFR14A
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         3.  Until such time as  the Company's directors  appoint a Secretary of
the Company to replace Mr. Sedillo,  Lawrence Troyna the Company's current Chief
Financial Officer shall also serve as Acting Secretary.                         

         Except as set forth in this  Amendment  to Notice and Proxy  Statement,
the Notice and Proxy Statement are affirmed by the Company.  Enclosed is a Proxy
Card that  reflects the changes set forth in this  Amendment to Notice and Proxy
Statement.  Whether  or not you  will be able to  attend  the  Meeting,  you are
encouraged  to  complete,  sign and date your  Proxy  Card and  return it to the
Company to be sure your vote is represented at the Meeting.                     

         Mr.  Sedillo  served as an officer and  director  of the Company  since
1987.  The Company  would like to take this  opportunity  to recognize  the many
contributions  made by Mr. Sedillo to the Company as General Counsel,  Secretary
and a director of the Company. His presence and  contributions will be missed by
the Company.                                                                    

                        By Order of the Board of Directors

        Lawrence J. Troyna
      Acting Secretary

Simi Valley, California                                                         
July 7, 1997                                                                    
2 

DEFR14A
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FIELDS AIRCRAFT SPARES, INC.
2251-A Ward Avenue
 Simi Valley, CA 93065

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
August 7, 1997

         The  undersigned  shareholder of Fields Aircraft  Spares,  Inc., a Utah
corporation (the "Company"), revoking all previous proxies, hereby appoints each
of Alan Fields and Peter Frohlich,  individually,  as proxy and attorney-in-fact
for the  undersigned  with full power of  substitution  to vote on behalf of the
undersigned at the Company's 1997 Annual Meeting of  Shareholders  to be held on
August 7, 1997, and at any adjournment(s) or postponement(s) thereof, all of the
Common  Shares,  $.05 par  value,  of the  Company  standing  in the name of the
undersigned or which the undersigned may be entitled to vote as follows:        

         THIS  PROXY,  WHEN  PROPERLY  EXECUTED,  WILL BE  VOTED  IN THE  MANNER
DIRECTED  HEREIN BY THE UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS
PROXY  WILL BE VOTED  "FOR"  ITEMS 1, 2, 3, 4 AND 5. In  their  discretion,  the
proxies are  authorized  to vote upon such other  business as may properly  come
before the Annual Meeting or any adjournments or postponements  thereof,  hereby
revoking any proxy or proxies heretofore given by the undersigned.              

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  

1.       Election of Directors:                                                 

  Peter Frohlich             FOR  [ ]      WITHHOLD AUTHORITY  [ ]
  Alan M. Fields             FOR  [ ]      WITHHOLD AUTHORITY  [ ]
  Lawrence J. Troyna         FOR  [ ]      WITHHOLD AUTHORITY  [ ]
  Leonard I. Fields          FOR  [ ]      WITHHOLD AUTHORITY  [ ]
  Mary Sprouse               FOR  [ ]      WITHHOLD AUTHORITY  [ ]

2.       Increase in the number of the Company's authorized Common Shares from  
2,000,000 to 5,000,000 shares:                                

               FOR [ ]     AGAINST [ ]     ABSTAIN [ ]

3.       Amend Articles of Incorporation to provide for staggered terms of      
directors:                                                    
               FOR [ ]     AGAINST [ ]     ABSTAIN [ ]

4.       Approve the Company's 1997 Omnibus Stock Option Plan:                  

               FOR [ ]     AGAINST [ ]     ABSTAIN [ ]

5.       Ratify the selection by the Board of Directors of Moore Stephens Frazer
     & Torbet, Inc. as independent  auditors of the Company for the 1997
fiscal year.                                                  
               FOR [ ]     AGAINST [ ]     ABSTAIN [ ]

THE  UNDERSIGNED  HEREBY  ACKNOWLEDGES  RECEIPT OF THE NOTICE OF ANNUAL MEETING,
PROXY STATEMENT AND ANNUAL REPORT OF FIELDS AIRCRAFT SPARES, INC.               
Dated:__________________________, 1997                                          

---------------------------     ------------------------------------------------
Signature of Shareholder        Print Name Exactly as shown on Share Certificate

---------------------------     --------------------                            
Signature of Shareholder        Number of Shares                                

NOTE:  Please date and sign this Proxy exactly as the names appear hereon.  When
signing as  attorney-in-fact,  executor,  administrator,  trustee  or  guardian,
please add your title as such.  Proxies  executed  in the name of a  corporation
should be signed on behalf  of the  corporation  by a duly  authorized  officer.
Where  shares  are owned in the name of two or more  persons,  all such  persons
should sign.                                                                    

PLEASE MARK, SIGN AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		8/7/97		1		3
Filed on:		7/8/97							DEFA14A
		7/7/97		1		2
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