-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RngyCeMq0CacDo7m14TslKWf41onmk/ll7Rq6/9ChwpEfcE4ZUIGnvaUUKElODfV syplGlOY3DrnSGQqBmgwIg== 0000950123-02-010545.txt : 20021112 0000950123-02-010545.hdr.sgml : 20021111 20021112111510 ACCESSION NUMBER: 0000950123-02-010545 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD MATTHEW L CENTRAL INDEX KEY: 0001010679 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1943 NO 50TH STREET CITY: BIRMINGHAM STATE: AL ZIP: 35212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEMCO AVIATION GROUP INC CENTRAL INDEX KEY: 0000771729 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 840985295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37106 FILM NUMBER: 02815920 BUSINESS ADDRESS: STREET 1: 1943 NORTH 50TH STREET STREET 2: SUITE 1 CITY: BIRMINGHAM STATE: AL ZIP: 35212 BUSINESS PHONE: 2055920011 FORMER COMPANY: FORMER CONFORMED NAME: PR INK INC DATE OF NAME CHANGE: 19870323 FORMER COMPANY: FORMER CONFORMED NAME: PRECISION STANDARD INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y65401sc13dza.txt AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)* PEMCO AVIATION GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 740330105 (CUSIP Number) Emanuel S. Cherney Kaye Scholer LLP 425 Park Avenue New York, New York 10022-3598 (212) 836-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 2002 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 of 6 CUSIP NO. 740330105 13D PAGE 2 OF 6 PAGES ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS: Matthew L. Gold I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS* OO ________________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7. SOLE VOTING POWER 274,951 NUMBER OF SHARES _________________________________________________________________ 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY _________________________________________________________________ EACH 9. SOLE DISPOSITIVE POWER 274,951 REPORTING PERSON _________________________________________________________________ 10. SHARED DISPOSITIVE POWER WITH None ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,951 ________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 6 AMENDMENT NO. 5 TO SCHEDULE 13D This statement amends the Schedule 13D dated March 16, 1987, as amended by Amendment No. 1 dated July 7, 1993, Amendment No. 2 dated January 10, 1996, Amendment No. 3 dated February 8, 1999, and Amendment No. 4 dated September 7, 1999 (the "Schedule 13D"), relating to the common stock, $0.0001 par value (the "Common Stock"), of Pemco Aviation Group, Inc., a Colorado corporation (the "Company"). Notwithstanding this Amendment No. 5, the Schedule 13D speaks as of its date. 1. Item 1 of the Schedule 13D, "Security and Issuer," is hereby amended and restated in its entirety to read as follows: $0.0001 par value Common Stock of Pemco Aviation Group, Inc., 1943 North 50th Street, Birmingham, AL 35212 2. Paragraphs (b) and (c) of Item 2 of the Schedule 13D, "Identity and Background," are hereby amended and restated in its entirety to read as follows: (b) Business Address: Conquer Creek Investment Partners, LLLP P.O. Box 142 Granby, Colorado 80446 (c) Principal Occupation: Private Investment 3. Item 4 of the Schedule 13D, "Purpose of Transaction," is hereby amended by adding the following paragraphs: "Pursuant to that certain Agreement and Plan of Merger (the "Plan of Merger") made and entered into as of April 20, 2000, between Precision Standard, Inc., a Colorado corporation ("Precision Standard"), and the Company, Precision Standard was merged with and into the Company. The Plan of Merger was effectuated in order to change the domicile of Precision Standard from the state of Colorado to the state of Delaware. Each of Mr. Gold's shares of common stock, par value $0.0001, of Precision Standard were exchanged, on a one-for-one basis, for shares of Common Stock of the Company. The Plan of Merger was previously filed as Exhibit 10.1 to the Form 10-Q filed with the Securities and Exchange Commission by the Company on July 31, 2000, Commission File No. 000-13829. On November 6, 2002, TCO/PSI, LLC, a Delaware limited liability company ("TCO/PSI") was dissolved (the "TCO/PSI Liquidation") pursuant to Action of the Members of TCO/PSI, LLC Taken Without a Meeting by Written Consent, dated as of November 6, 2002 Page 3 of 6 (the "Written Consent to Dissolve TCO/PSI"). TCO/PSI's assets consisted of 1,026,909 shares of Common Stock. In connection with the TCO/PSI Liquidation, Mr. Gold received 700,000 shares of Common Stock (the "Liquidation Shares") in consideration of the dissolution of his membership interest in TCO/PSI. On November 6, 2002, immediately following the TCO/PSI Liquidation, Mr. Gold, Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance Company ("MassMutual"), TSCP Selective, L.P., a Delaware limited partnership ("TSCP"), and Tower Square Capital Partners, L.P., a Delaware limited partnership ("Tower Square," and together with MassMutual and TSCP, the "Buyers") entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which the Buyers purchased the Liquidation Shares from Mr. Gold for an aggregate amount equal to $14,500,000 in cash. The purpose of the foregoing transactions was for Mr. Gold to relinquish a portion of his equity interest in the Company in favor of the Buyers." 4. Item 5 of the Schedule 13D, "Interest in Securities of the Issuer," is hereby amended and restated to read in its entirety as follows: "(a) As of March 31, 2002, Mr. Gold beneficially owned 1,301,859 shares of Common Stock or approximately 30.0% of the outstanding shares of Common Stock (based on the information reported on April 16, 2002 in the Company's definitive proxy statement). This total included 1,026,908 shares owned by TCO/PSI and options to purchase 274,951 shares of Common Stock that were exercisable within 60 days of March 31, 2002. As of November 6, 2002: (i) immediately following the TCO/PSI Liquidation, Mr. Gold beneficially owned 974,951 shares of Common Stock or approximately 22.3% of the outstanding shares of Common Stock (based on the information reported on April 16, 2002 in the Company's definitive proxy statement); this total included 700,000 shares of Common Stock received in connection with the TCO/PSI Liquidation and options to purchase 274,951 shares of Common Stock that are exercisable within 60 days of November 6, 2002; and (ii) immediately following the consummation of the transaction contemplated by the Stock Purchase Agreement, Mr. Gold beneficially owned 274,951 shares of Common Stock or approximately 6.3% of the outstanding shares of Common Stock (based on the information reported on April 16, 2002 in the Company's definitive proxy statement); this total consists solely of options to purchase 274,951 shares of Common Stock that are exercisable within 60 days of November 6, 2002. (b) Mr. Gold may be deemed to have sole voting and dispositive power with respect to 274,951 shares of Common Stock issuable upon the exercise of options. (c) Except for the transactions referred to in Item 4, Mr. Gold has not effected any transaction in the shares of Common Stock within the past 60 days. (d) Not applicable. Page 4 of 6 (e) Not applicable." 5. Item 6 of Schedule 13D, "Contracts, Arrangements, Understandings or Relations with Respect to the Issuer," is hereby amended by adding the following paragraph: "See Item 4 for a description of the Plan of Merger, the Written Consent to Dissolve TSO/PSI and the Stock Purchase Agreement." 6. Item 7 of Schedule 13D, "Material to be Filed as Exhibits," is hereby amended by adding the following exhibits: "Written Consent (see item 4) Stock Purchase Agreement (see item 4)" Page 5 of 6 SIGNATURE After reasonable 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. Dated: November 11, 2002 By: /s/ Matthew L. Gold -------------------- Matthew L. Gold Page 6 of 6 EX-99.1 3 y65401exv99w1.txt WRITTEN CONSENT ACTION OF THE MEMBERS OF TCO/PSI, LLC TAKEN WITHOUT A MEETING BY WRITTEN CONSENT NOVEMBER 6, 2002 The undersigned, constituting all of the members (the "Members") of TCO/PSI, LLC, a Delaware limited liability company (the "Company"), hereby adopt the following resolutions by their written consent pursuant to Sections 18-302 and 18-801 of the Delaware Limited Liability Company Act and the Company's Limited Liability Company Agreement, dated as of September 7, 1999 (the "Agreement"). WHEREAS, the undersigned Members deem it to be in the best interests of the Company to dissolve the Company and cause it to distribute all of its assets to the Members in accordance with the Agreement, as set forth in the Plan of Distribution attached hereto as Exhibit A (the "Plan of Distribution"). DISSOLUTION OF THE COMPANY NOW, THEREFORE, BE IT RESOLVED: That the undersigned Members deem it to be in the best interests of the Company to wind up its affairs and to dissolve the Company; RESOLVED FURTHER: That pursuant to such dissolution, the distribution of the Company's assets as provided in the Agreement, as set forth in the Plan of Distribution, is hereby approved and the managing members of the Company be, and each of them hereby is, authorized to distribute the Company's assets to its Members in accordance with the Plan of Distribution; RESOLVED FURTHER: That the managing members of the Company be, and each of them hereby is, authorized and directed to prepare and file a Certificate of Cancellation with the Delaware Secretary of State, together with such other documents or certificates as are necessary or appropriate to effect the dissolution of the Company; RESOLVED FURTHER: That the managing members of the Company be, and each of them hereby is, authorized to prepare and file such other documents or certificates with respect to the Company's dissolution as are necessary or required by the applicable provisions of the Internal Revenue Code; and RESOLVED FURTHER: That the undersigned Members agree that upon receipt of the Company's assets pursuant to the Plan of Distribution, no Member shall have any 1 remaining obligation to any other Member arising under or related to the Agreement or the activities of the Company, and each Member hereby releases each other Member from any and all obligations, liabilities or claims arising under or related to the Agreement or the activities of the Company. RESOLVED FURTHER: That upon distribution of the Company's assets pursuant to the Plan of Distribution, each Member shall have no further obligation to the Company arising out of or related to the Agreement or the activities of the Company, including without limitation under Section 9.10 of the Agreement, and the Company hereby releases each Member from any and all obligations, liabilities or claims arising under or related to the Agreement or the activities of the Company. GENERAL AUTHORITY AND RATIFICATION RESOLVED: That the managing members of the Company be, and each of them hereby is, authorized and directed, in the name of and on behalf of the Company, to prepare or cause to be prepared and to execute, deliver, verify, acknowledge, file or record any documents, instruments, certificates, statements, papers, or any amendments thereto, as in their sole judgment be necessary, appropriate or advisable in order to effect the transactions contemplated in the foregoing resolutions, and to take any such further steps to carry out the transactions contemplated by the foregoing resolutions; and RESOLVED FURTHER: That the authority and power given hereunder be deemed retroactive and any and all actions previously taken by any managing member of the Company in connection with the transactions contemplated by these resolutions are hereby adopted, ratified, confirmed and approved in all respects. 2 The undersigned signatories, as the Members of the Company required to authorize the foregoing action, do hereby verify their authorization of the foregoing actions as of the date set forth above. Tennenbaum & Co., LLC By: /s/ Michael E. Tennenbaum ------------------------------ Michael E. Tennenbaum Its: Managing Member /s/ Mark K. Holdsworth ------------------------------ Mark K. Holdsworth /s/ Howard M. Levkowitz ------------------------------ Howard M. Levkowitz /s/ Matthew L. Gold ------------------------------ Matthew L. Gold 3 EXHIBIT A PLAN OF DISTRIBUTION OF TCO/PSI, LLC The Company's assets consist of 1,026,909 shares of common stock of Pemco Aviation Group, Inc., a Delaware corporation, par value $0.0001 (the "Common Stock"). The Common Stock shall be distributed in the following amounts:
MEMBER NUMBER OF SHARES ------ ---------------- Tennenbaum & Co., LLC 248,555 Mark K. Holdsworth 47,220 Howard M. Levkowitz 31,134 Matthew L. Gold 700,000
Exhibit A EX-99.2 4 y65401exv99w2.txt STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement"), is entered into on November 6, 2002 by and among Matthew L. Gold (the "Seller"), and Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company, TSCP Selective, L.P., a Delaware limited partnership, and Tower Square Capital Partners, L.P., a Delaware limited partnership (each a "Buyer" and collectively the "Buyers"). RECITALS A. As a result of the liquidation of TCO/PSI, LLC, a Delaware limited liability company, Seller owns 700,000 shares of common stock, $0.0001 par value per share (the "Common Stock"), of Pemco Aviation Group, Inc. (the "Company"). B. Seller desires to sell and transfer the Common Stock to the Buyers, and the Buyers desire to purchase the Common Stock, subject to the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 STOCK PURCHASE 1.1 Stock Purchase. Seller hereby sells, conveys, transfers, assigns and delivers to each Buyer, and each Buyer hereby purchases and acquires, the number of shares of Common Stock set forth opposite its name on Exhibit A hereto. Seller represents and warrants that the Common Stock is owned by Seller of record and beneficially, free and clear of all claims, liens or encumbrances of any nature whatsoever. 1.2 Consideration. As consideration for the purchase of the Common Stock, each Buyer shall pay the purchase price set forth opposite its name on Exhibit A hereto by wire transfer to Seller, for an aggregate purchase price of Fourteen Million Five Hundred Thousand Dollars ($14,500,000). Seller shall not be obligated to sell any of the shares of Common Stock unless Seller receives payment of the entire Fourteen Million Five Hundred Thousand Dollar ($14,500,000) purchase price. 1.3 Closing. The closing of the transactions contemplated herein (the "Closing") shall be held immediately upon full execution of this Agreement at a location to be agreed upon by the parties. 1.4 Documents to be Delivered. To effect the transfer referred to in Section 1.1 and the delivery of the consideration described in Section 1.2 hereof, the Seller and the Buyers shall at the Closing deliver the following: 1.4.1 Seller shall deliver to the Buyers certificates evidencing the Common Stock, free and clear of any claims, liens or encumbrances of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank. 1.4.2 Buyers shall effect wire transfers to Seller as provided in Section 1.2. ARTICLE 2 Representations and warranties Each Buyer represents and warrants to the Seller that the statements in the following paragraphs of this section 2 are true and correct: 2.1 Purchase for Own Account. The Common Stock to be purchased by the Buyer hereunder will be acquired for investment for the Buyer's own account, not as a nominee or agent, and not with a view to the public distribution thereof within the meaning of the Securities Act of 1933, as amended (the "1933 Act"). The Buyer also represents that it has not been formed for the specific purpose of acquiring the Common Stock. 2.2 Accredited Investor Status. The Buyer is an "accredited investor" within the meaning of Regulation D promulgated under the 1933 Act. By reason of its business and financial experience, sophistication and knowledge, the Buyer is capable of evaluating the risks and merits of the investment made pursuant to this Agreement. The Buyer confirms that it is able (i) to bear the economic risk of this investment, (ii) to hold the Common Stock for an indefinite period of time, and (iii) to bear a complete loss of the Buyer's investment. 2.3 Restricted Securities. The Buyer understands that the shares of Common Stock are characterized as "restricted securities" under the 1933 Act inasmuch as they are being acquired from the Seller in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Buyer represents that it is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. 2.4 Due Diligence and No Solicitation. The Buyer has had a reasonable opportunity to conduct comprehensive due diligence and to ask questions of and receive answers from the Company and its officers, and all such questions have been answered to the full satisfaction of the Buyer. At no time was the Buyer presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising. 2 ARTICLE 3 MISCELLANEOUS 3.1 Further Assurances. Following the Closing, the Seller and the Buyers will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the provisions hereof. 3.2 Assignments. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by the Seller without the prior written consent of the Buyers, or by the Buyers without the prior written consent of the Seller. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and no other person shall have any right, benefit or obligation hereunder. 3.3 Notices. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered in person or by courier, telegraphed, telexed or by facsimile transmission or mailed by certified mail, postage prepaid, return receipt requested (such mailed notice to be effective on the date of such receipt is acknowledged), as follows: If to the Seller: Matthew L. Gold 8992 County Road, #6 Post Office Box 142 Granby, CO 80446 If to the Buyers: David L. Babson & Company, Inc. a Member of the MassMutual Financial Group 1500 Main Street, Suite 2800 Springfield, MA 01115 Attention: Richard E. Spencer, II or to such other place and with such other copies as either part may designate as to itself by written notice to the others. 3.4 Choice of Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Delaware. 3.5 Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless execution in writing by the 3 party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 3.6 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. [Signature Page Follows] 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused this Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year above written.
SELLER: BUYERS: - ------- ------- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as /s/ Matthew L. Gold Investment Adviser - ------------------- MATTHEW L. GOLD By: /s/ Michael L. Klofas ---------------------- TSCP SELECTIVE, L.P. By: Mezzco LLC, its General Partner By: /s/ Michael L. Klofas ---------------------- Manager TOWER SQUARE CAPITAL PARTNERS, L.P. By: Mezzco LLC, its General Partner By: /s/ Michael L. Klofas ---------------------- Manager
5 EXHIBIT A
NUMBER OF BUYER SHARES PURCHASED PURCHASE PRICE - ----- ---------------- -------------- Massachusetts Mutual Life 603,448 $12,500,000 Insurance Company TSCP Selective, L.P. 3,652 $ 75,643 Tower Square Capital Partners, L.P. 92,900 $ 1,924,357 ----------- $14,500,000 ===========
Exhibit A -----END PRIVACY-ENHANCED MESSAGE-----