Fields Aircraft Spares Inc – ‘DEFA14A’ on 7/8/97

As of:  Tuesday, 7/8/97   ·   Accession #:  1038838-97-33   ·   File #:  0-27100

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Material                   2     12K 

DEFA14A
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[Letterhead]                                                                    

FIELDS                                                                          
Aircraft Spares, Inc.                                                           

                                 341 "A" Street, Fillmore, California 93015-1931
                        Telephone (805) 583-0080 Fax (805) 583-0825 SITA LAXFBXD

July 1, 1997                                                                    

Dear Shareholder,                                                               

We are pleased to enclose a proxy for our Shareholders Meeting set for August 7,
1997,  together  with your  Company's  Annual Report on form 10-KSB for the year
ended  December  31,  1996.  At this  meeting  you  will be asked to vote on the
matters  described on the attached Notice of Annual Meeting of Shareholders  and
Proxy Statement that management  believes will affect your Company in a positive
manner.  Whether or not you plan to attend the meeting,  please take the time to
complete  and return the  enclosed  proxy  form to ensure  that your  shares are
represented and voted in accordance with your wishes.                           

There have been  additional  positive  developments  with your Company since our
letter to you of April 17, 1997. We completed the  refinancing  of our revolving
credit  line in   April with a new $ 10 million  secured  credit agreement  with
NationsCredit  Commercial  Funding  ("NationsCredit").  The new secured facility
replaces your Company's prior agreement with another lender.                    

The agreement with  NationsCredit  provides  for up to $ 10 million in borrowing
availability,  up almost 59% from  approximately  $6.3  million  under the prior
credit line.  In addition  the new credit  facility  has a  substantially  lower
interest rate and lower facility fees. The NationsCredit facility has an initial
term of 3 years and replaces a credit facility that was payable on demand.      

This new credit  facility is expected to reduce your  Company's  interest  costs
while at the same time  provide the  financing  needed to continue the growth in
both  distributorship  and brokerage  sales.  Your Company's  ability to grow is
directly  related to the inventory levels that your Company is able to maintain.
This new  secured  credit  facility  is  allowing  your  Company to  continue to
increase those inventory levels.                                                

With the completion of the NASDAQ  listing in March and the  refinancing of your
Company's  bank  loan in  April,  management  has  been  able to turn  its  full
attention towards the growth of the business. The growth generated by having the
necessary capital and management's full attention has been staggering.          

This growth is  evidenced by  preliminary  Second-Quarter  sales having  reached
record levels of $2.9 million an increase of 142% over Second-Quarter 1996 sales
of $1.2 million.                                                                

Preliminary  sales  for the  first six  months  of the year  have  reached  $5.0
million,  the largest six month sales level in your Company's corporate history,
up 92% over  first  six  months  1996  sales of $2.6  million  and is even  more
impressive when compared to $5.7 million in sales for the entire year of 1996.  

DEFA14A
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In the April 17, 1997  shareholder  letter,  we had projected  that your Company
would return to profitability in the third quarter. We are now extremely pleased
to be able to report that the return to profitability has been accelerated,  and
that although the first six months of 1996 will stiff show a loss,  your Company
was profitable in the second quarter.                                           

With additional  distributorship  agreements  pending and with sales discussions
ongoing with a number of major airlines,  we are optimistic that the growth rate
your Company is experiencing will continue through the balance of 1997.         

The Nasdaq listing,  refinancing,  conversion of McDonnell Douglas Corporation's
preferred  shares  into  common  shares,  the rapid  sales  growth and return to
profitability  represent  years of negotiation  and work that have culminated in
this beginning of a new era for your Company.  In  recognition,  Management asks
you to support the  proposals  as  described  in the  enclosed  Notice of Annual
Meeting of Shareholders and Proxy Statement.                                    

We  look  forward  to  meeting  with  those  who  will be  able  to  attend  the
Shareholders  meeting.  However,  whether or not you plan to attend the meeting,
please  carefully  review the enclosed  Notice of Annual Meeting of Shareholders
and Proxy  Statement  and  complete  and return the Proxy so that your vote will
count.                                                                          

Sincerely,                                                                      

PETER FROHLICH                                                                  
-----------------                                                               
Chairman                                                                        

ALAN M. FIELDS                                                                  
--------------                                                                  
President                                                                       

LAWRENCE TROYNA                                                                 
-----------------                                                               
Chief Financial Officer                                                         

Statements in this  shareholder  letter that relate to future  plans,  financial
results or  projections,  events or performance are  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  such statements
are subject to risks and uncertainties that could cause actual results to differ
materially.  Actual results may differ from such forward-looking statements as a
result of a number of factors,  including but not limited to competitive factors
and pricing  pressures,  ability to obtain necessary  capital or financing,  the
price  and  availability  of  aircraft  parts and  other  materials,  successful
execution  of your  Company's  expansion  plans,  failure to  maintain  existing
customer or vendor  relationships,  shifts in market  demand,  general  economic
conditions and other risks and uncertainties discussed in periodic reports filed
by your  Company with the  Securities  and  Exchange  Commission  and which your
Company  urges  investors to consider.  Copies of filed reports may be requested
from   your   Company   or   obtained    from   your    Company's    web   site:
http://www.fieldsair.com                                                        

 2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFA14A’ Filing		Date		First		Last			Other Filings
		8/7/97		1
Filed on:		7/8/97							DEFR14A
		7/1/97		1
		4/17/97		1		2
		12/31/96		1					10KSB,  10KSB/A,  DEF 14A,  PRE 14A
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