0001193125-12-111857.txt : 20120313 0001193125-12-111857.hdr.sgml : 20120313 20120313150901 ACCESSION NUMBER: 0001193125-12-111857 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120313 DATE AS OF CHANGE: 20120313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARKANSAS AEROSPACE INC CENTRAL INDEX KEY: 0001396419 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 710447496 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-10 FILM NUMBER: 12686929 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEECHCRAFT AVIATION CO CENTRAL INDEX KEY: 0001396420 IRS NUMBER: 481193548 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-07 FILM NUMBER: 12686928 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT REGIONAL OFFICES INC CENTRAL INDEX KEY: 0001396421 IRS NUMBER: 481143889 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-08 FILM NUMBER: 12686927 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT QUALITY SUPPORT CO CENTRAL INDEX KEY: 0001396422 IRS NUMBER: 486117800 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-09 FILM NUMBER: 12686926 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT CORP CENTRAL INDEX KEY: 0001396424 IRS NUMBER: 481035770 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-11 FILM NUMBER: 12686925 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FORMER COMPANY: FORMER CONFORMED NAME: HAWKER BEECHCRAFT CO DATE OF NAME CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT FINANCE CORP CENTRAL INDEX KEY: 0001396425 IRS NUMBER: 711018763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-12 FILM NUMBER: 12686924 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT ACQUISITION CO LLC CENTRAL INDEX KEY: 0001396426 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 711018770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402 FILM NUMBER: 12686930 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT NOTES CO CENTRAL INDEX KEY: 0001396427 IRS NUMBER: 208650498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-13 FILM NUMBER: 12686923 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWKER BEECHCRAFT GLOBAL CUSTOMER SUPPORT Corp CENTRAL INDEX KEY: 0001396430 IRS NUMBER: 480677338 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-06 FILM NUMBER: 12686922 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7195 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FORMER COMPANY: FORMER CONFORMED NAME: HAWKER BEECHCRAFT SERVICES INC DATE OF NAME CHANGE: 20070412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVEL AIR INSURANCE CO (KANSAS) CENTRAL INDEX KEY: 0001396443 IRS NUMBER: 480928222 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-04 FILM NUMBER: 12686921 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVEL AIR INSURANCE CO LTD CENTRAL INDEX KEY: 0001396444 IRS NUMBER: 481092368 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-05 FILM NUMBER: 12686920 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: (316) 676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hawker Beechcraft International Delivery CORP CENTRAL INDEX KEY: 0001439158 IRS NUMBER: 261836640 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-03 FILM NUMBER: 12686933 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: 316-676-7111 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hawker Beechcraft Defense Company, LLC CENTRAL INDEX KEY: 0001517118 IRS NUMBER: 451155891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-02 FILM NUMBER: 12686932 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: 316-676-7195 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hawker Beechcraft Holding, Inc. CENTRAL INDEX KEY: 0001517119 IRS NUMBER: 263956044 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-173402-01 FILM NUMBER: 12686931 BUSINESS ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 BUSINESS PHONE: 316-676-7195 MAIL ADDRESS: STREET 1: 10511 EAST CENTRAL CITY: WICHITA STATE: KS ZIP: 67206 424B3 1 d314925d424b3.htm PROSPECTUS SUPPLEMENT Prospectus Supplement

Filed Pursuant to Rule 424(b)(3)

Registration Nos. 333-173402, 333-173402-01 through 333-173402-13

 

 

 

 

PROSPECTUS SUPPLEMENT

(To Prospectus dated May 6, 2011)

 

HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC

HAWKER BEECHCRAFT NOTES COMPANY

 

$400,000,000 8.5% Senior Fixed Rate Notes due April 1, 2015

$400,000,000 8.875%/9.625% Senior PIK-Election Notes due April 1, 2015

$300,000,000 9.75% Senior Subordinated Notes due April 1, 2017

 

 

 

 

Attached hereto and incorporated by reference herein is our Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 13, 2012. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, dated May 6, 2011, with respect to the 8.5% Senior Fixed Rate Notes due April 1, 2015, 8.875%/9.625% Senior PIK-Election Notes due April 1, 2015 and 9.75% Senior Subordinated Notes due April 1, 2017, including any amendments or supplements thereto.

 

 

 

 

INVESTING IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 10 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE NOTES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus has been prepared for and will be used by Goldman, Sachs & Co. in connection with offers and sales of the notes in market-making transactions. These transactions may occur in the open market or may be privately negotiated, at prices related to prevailing market prices at the time of sale or at negotiated prices. Goldman, Sachs & Co. may act as principal or agent in these transactions. We will not receive any of the proceeds of such sales.

 

 

 

GOLDMAN, SACHS & CO.

 

 

March 13, 2012

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 7, 2012

 

 

HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC

HAWKER BEECHCRAFT NOTES COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

Delaware

  

333-147828

333-147828-08

  

71-1018770

20-8650498

(State or other

jurisdiction)

   (Commission File Number)  

(IRS Employer

Identification No.)

10511 East Central, Wichita, Kansas   67206
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (316) 676-7111

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CRS 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Material compensatory plan or arrangement.

On March 7, 2012, the board of directors (the “Board”) of Hawker Beechcraft, Inc. (the “Company”), following the recommendation of its Compensation Committee (the “Committee”), approved certain adjustments to the salaries of certain members of its senior leadership team, including Messrs. Worth W. Boisture, Jr., the Chairman of Hawker Beechcraft Corporation, the Company’s operating subsidiary, Shawn W. Vick, the Company’s Executive Vice President, Customers, and William E. Brown, the Company’s Executive Vice President, Global Operations, each effective as of January 1, 2012. These adjustments constitute the retroactive restoration of the 10% voluntary pay reductions which such executives had taken beginning in August 2009 (for Mr. Boisture) and November 2010 (for Messrs. Vick and Brown). After restoring their salaries to the levels they were at prior to the voluntary reductions, the annual salaries for Messrs. Boisture, Vick and Brown, effective as of January 1, 2012, became $630,000 and $330,000 and $290,000, respectively. In addition to resetting salaries to their pre-reduction levels, the Company shall make a lump sum payment of $10,904 to Mr. Boisture, $5,712 to Mr. Vick and $5,019 to Mr. Brown, which amounts represent the amount of salary which each executive has forgone since January 1, 2012.

The Board also approved a salary increase of approximately 4%, effective as of March 5, 2012, for Messrs. Vick and Brown. After accounting for these salary adjustments, the annual salaries for Messrs. Vick and Brown, effective as of March 5, 2012, are $342,000 and $302,000, respectively.

The Board, following the recommendation of the Committee, also authorized the Company to enter into severance agreements (the “Severance Agreements”) with Messrs. Vick and Brown. The Severance Agreements provide that if the Company terminates the subject executive without “Cause” or if the subject executive resigns with “Good Reason” (each as defined in the applicable Severance Agreement), the Company shall pay such executive a lump sum cash amount equal to his salary (as of the time of termination) and his target management incentive plan bonus (for the year in which he was terminated) (the “Severance Amount”). In order to receive the Severance Amount, the subject executive will be required to execute a general release in favor of the Company in a form acceptable to the Company (the “General Release”). The Severance Amount, if any, shall be paid out within 60 days of the termination date and as promptly as practical after the date on which the executive executes the General Release.

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 13, 2012

 

HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC

By Hawker Beechcraft, Inc., its Sole

Member

/s/ Alexander L.W. Snyder

Alexander L. W. Snyder

Vice President, General Counsel and

Secretary

HAWKER BEECHCRAFT NOTES

COMPANY

/s/ Alexander L. W. Snyder

Alexander L. W. Snyder

Vice President, General Counsel and

Secretary