X0202 4 2005-10-19 0 0001012159 TIMCO AVIATION SERVICES INC TMAS 0001178254 OWL CREEK I LP 410 PARK AVE STE 420 NEW YORK NY 10022 0 0 1 0 Common Stock, $.001 par value per share ("Common Stock") 2005-10-19 4 X 0 2233439 4.80 A 3722396 I I Subscription Rights (right to buy) 4.80 2005-10-19 4 X 0 2233439 A 2005-10-19 2005-11-15 Common Stock 2233439 0 I I This Form 4 is being filed as a result of the acquisition of shares by the reporting persons pursuant to a rights offering being made by the issuer to the holders of Commons Stock as of 5:00 p.m., New York City time, on October 19, 2005 (the "record date"). Pursuant to the terms of the rights offering, the holders of Common Stock on the record date have been granted the right to purchase additional shares of the issuer's post-reverse split (defined below) common stock for a subscription price of $4.80 per share ($0.12 per pre-reverse split share). Simultaneously with the closing of the rights offering, the issuer intends to effect a one-new-share-for-40-old shares reverse split. The number of securities listed herein assumes that the reverse split has already occurred. Pursuant to an agreement with the issuer, the reporting persons are obligated to participate in the rights offering to the full extent of their basic subscription privilege. The rights offerin The shares of Common Stock to which this note relates are held directly by Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), as to 165,358 shares; Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), as to 1,299,606 shares; Owl Creek Overseas Fund, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas I"), as to 1,907,605 shares; and Owl Creek Overseas Fund II, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas II"), as to 349,827 shares. Owl Creek Advisors, LLC (the "General Partner") serves as the general partner of, and has the power to direct the affairs of, Owl Creek I and Owl Creek II. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, Owl Creek Overseas I and Owl Creek Overseas II. Jeffrey A. Altman is the managing member of the General Partner and the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting persons pecuniary interest in the securities. OWL CREEK I, L.P. /s/ Owl Creek Advisors, LLC, its general partner /s/ Jeffrey A. Altman, Managing Member 2005-10-21