UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Aviall, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
CUSIP NUMBER
05366B102
(CUSIP Number)
Peter J. Clare
The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
(202) 347-2626
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Joseph A. Simei, Esq.
Latham & Watkins
555 Eleventh Street, N.W.
Suite 1000
Washington, D.C. 20004
(202) 637-2200
June 12, 2003
------------------------------
(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 this schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*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 ("Act") 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).
Page 1 of 19 Pages
SCHEDULE 13D
CUSIP No. 05366B102 Page 2 of 19 Pages
1. Name of Reporting Persons:
Carlyle Partners III, L.P.
IRS Identification Number of Above Person:
52-2229944
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 9,499,027
---------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 9,499,027
---------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,499,027
---------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 30.8%
-----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 3 of 19 Pages
1. Name of Reporting Persons:
CP III Coinvestment, L.P.
IRS Identification Number of Above Person:
54-1970037
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 801,146
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 801,146
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 801,146
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 2.6%
----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 4 of 19 Pages
1. Name of Reporting Persons:
Carlyle High Yield Partners, L.P.
IRS Identification Number of Above Person:
52-2175223
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 554,504
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 554,504
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 554,504
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.8%
----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 5 of 19 Pages
1. Name of Reporting Persons:
Carlyle-Aviall Partners II, L.P.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 246,201
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 246,201
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 246,201
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 0.8%
----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 6 of 19 Pages
1. Name of Reporting Persons:
TC Group III, L.P.
IRS Identification Number of Above Person:
52-2287893
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 10,546,374
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 10,546,374
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,546,374
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 34.2%
-----
14. Type of Reporting Person:
PN
SCHEDULE 13D
CUSIP No. 05366B102 Page 7 of 19 Pages
1. Name of Reporting Persons:
TC Group III, L.L.C.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 10,546,374
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 10,546,374
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,546,374
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 34.2%
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 8 of 19 Pages
1. Name of Reporting Persons:
TCG High Yield, L.L.C.
IRS Identification Number of Above Person:
52-2175223
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 554,504
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 554,504
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 554,504
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.8%
----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 9 of 19 Pages
1. Name of Reporting Persons:
TCG High Yield Holdings, L.L.C.
IRS Identification Number of Above Person:
N/A
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 554,504
-------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 554,504
-------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 554,504
-------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 1.8%
----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 10 of 19 Pages
1. Name of Reporting Persons:
TC Group, L.L.C.
IRS Identification Number of Above Person:
54-1686957
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 11,100,878
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 11,100,878
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,100,878
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 35.9%
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 11 of 19 Pages
1. Name of Reporting Persons:
TCG Holdings, L.L.C.
IRS Identification Number of Above Person:
54-1686011
2. Check the Appropriate Box if a Member of a Group (a) [_]
(b) [X]
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
7. Sole Voting Power: 11,100,878
----------
8. Shared Voting Power: 0
-
9. Sole Dispositive Power: 11,100,878
----------
10. Shared Dispositive Power: 0
-
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,100,878
----------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
13. Percent of Class Represented by Amount in Row (11): 35.9%
-----
14. Type of Reporting Person:
OO (Limited Liability Company)
SCHEDULE 13D
CUSIP No. 05366B102 Page 12 of 19 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par value $.01
per share ("Common Stock"), of Aviall, Inc., a Delaware corporation ("Aviall" or
the "Issuer"). The principal executive offices of Aviall are located at 2750
Regent Blvd., DFW Airport, Texas 75261.
Item 2. Identity and Background.
(a) - (c), (f). The names of the persons filing this Schedule are: (i)
Carlyle Partners III, L.P., a Delaware limited partnership ("CPIII"); (ii) CP
III Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"); (iii)
Carlyle High Yield Partners, L.P., a Delaware limited partnership ("CHYP"); (iv)
Carlyle-Aviall Partners II, L.P., a Delaware limited partnership ("CAP" and,
together with CPIII, Coinvestment and CHYP, the "Purchasers"); (v) TC Group III,
L.P., a Delaware limited partnership ("TCLP"); (vi) TC Group III, L.L.C., a
Delaware limited liability company ("TCLLC"); (vii) TCG High Yield, L.L.C., a
Delaware limited liability company ("TCG High Yield"); (viii) TCG High Yield
Holdings, L.L.C., a Delaware limited liability company ("TCG High Yield
Holdings"); (ix) TC Group, L.L.C., a Delaware limited liability company ("TC
Group"); and (x) TCG Holdings, L.L.C., a Delaware limited liability company
("TCG Holdings" and together with the Purchasers, TCLP, TCLLC, TCG High Yield,
TCG High Yield Holdings and TC Group, the "Reporting Persons").
TCLP is the sole general partner of CPIII, Coinvestment and CAP. TCLLC is
the sole general partner of TCLP. TCG High Yield is the sole general partner of
CHYP. TCG High Yield Holdings is the sole managing member of TCG High Yield. TC
Group is the sole managing member of TCLLC and TCG High Yield Holdings. TCG
Holdings is the sole managing member of TC Group. Accordingly, (i) TCLP and
TCLLC each may be deemed to be a beneficial owner of shares of Common Stock
owned of record by each of CPIII, Coinvestment and CAP; (ii) TCG High Yield and
TCG High Yield Holdings each may be deemed to be a beneficial owner of shares of
Common Stock owned of record by CHYP and (iii) TC Group and TCG Holdings each
may be deemed to be a beneficial owner of the shares of Common Stock owned of
record by each of the Purchasers.
William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are
managing members (the "TCG Holdings Managing Members") of TCG Holdings and, in
such capacity, may be deemed to share beneficial ownership of shares of Common
Stock beneficially owned by TCG Holdings. Such individuals expressly disclaim
any such beneficial ownership. Each of the TCG Holdings Managing Members is a
citizen and resident of the United States.
Leslie L. Armitage, James A. Attwood, James A. Baker, III, Frank C.
Carlucci, Peter J. Clare, William E. Conway, Jr., Robert W. Dahl, Daniel A.
D'Aniello, Richard G. Darman, Robert E. Grady, John F. Harris, Allan M. Holt,
Tony Jansz, Michael B. Kim, Jack S. Mann, Jean-Pierre Millet, Jerome H. Powell,
Bruce E. Rosenblum, David M. Rubenstein, Robert G. Stuckey, Glenn A. Youngkin,
Michael J. Zupon, and Afsaneh Beshloss are executive officers of each of TC
Group and TCG Holdings and members of TCG Holdings (the "Carlyle Officers").
Each of the Carlyle Officers is a citizen and resident of the United States,
except Tony Jansz, who is citizen of Australia, Jean-Pierre Millet, who is a
citizen of France, and Afsaneh Beshloss, who is a citizen of Iran.
The principal business and principal office address of CPIII,
Coinvestment, CAP, TCLP, TCLLC, TC Group, TCG Holdings, the TCG Managing Members
and the Carlyle Officers is c/o The Carlyle Group, 1001 Pennsylvania Avenue,
N.W., Suite 220 South, Washington, D.C. 20004-2505. The principal business and
principal office address of CHYP, TCG High Yield and TCG High Yield Holdings is
c/o The Carlyle Group, 520 Madison Avenue, 41st Floor, New York, New York 10022.
(d) and (e). To the best knowledge of the Reporting Persons, none of the
entitles or persons identified in this Item 2 has, during the last five years,
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws on finding any violation with respect to such laws.
SCHEDULE 13D
CUSIP No. 05366B102 Page 13 of 19 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On December 21, 2001, (i) CP III paid $39,047,000 in consideration for
39,047 shares of Series B Senior Convertible Participating Preferred Stock, par
value $.01 per share, of the Issuer ("Series B Preferred Stock"), (ii)
Coinvestment paid $2,703,000 in consideration for 2,703 shares of Series B
Preferred Stock, (iii) CHYP paid $2,250,000 in consideration for 2,250 shares of
Series B Preferred Stock and (iv) CAP paid $1,000,000 in consideration for 1,000
shares of Series B Preferred Stock. The source of consideration paid by the
Purchasers was contributions from the partners of each individual Purchaser. As
described below, this Series B Preferred Stock held by the Purchasers was
automatically convertible into Series D Preferred Stock (as defined below) upon
stockholder approval. The Series D Preferred Stock was in turn convertible into
shares of Common Stock at the option of the Purchasers.
Item 4. Purpose of the Transaction.
On December 21, 2001, the Purchasers acquired an aggregate 45,000 shares
of Series B Preferred Stock pursuant to a Securities Purchase Agreement dated as
of December 17, 2001 among the Issuer, CP III and Coinvestment (the "Securities
Purchase Agreement"). The Securities Purchase Agreement is attached hereto as
Exhibit A, and any description thereof is qualified in its entirety by reference
thereto. The purchase price for the Series B Preferred Stock was $1,000 per
share. The aggregate purchase price paid for the Series B Preferred Stock was
$45,000,000. Each share of Series B Preferred Stock was automatically
convertible into one fully-paid and non-assessable share of Series D Senior
Convertible Participating Preferred Stock, par value $.01 per share, of the
Issuer ("Series D Preferred Stock") if the stockholders of the Issuer approved
such conversion prior to December 21, 2002, which approval was granted. On March
15, 2002, the Series B Preferred Stock was converted into Series D Preferred
Stock, with each share of Series D Preferred Stock convertible at any time at
the option of the holder into shares Common Stock at a conversion price of $5.80
per share. On June 12, 2003, the Purchasers and the Issuer entered into a
Conversion Agreement (the "Conversion Agreement") whereby, pursuant to such
terms and conditions of such Conversion Agreement, the Purchasers agreed to
convert the shares of Series D Preferred Stock beneficially owned by such
Purchasers into Common Stock at a conversion price of $4.623 per share. Pursuant
to the Conversion Agreement, the Purchasers converted all of the issued and
outstanding shares of Series D Preferred Stock into an aggregate of 11,100,878
shares of Common Stock. The Conversion Agreement is attached hereto as Exhibit
B, and any description thereof is qualified in its entirety by reference
thereto.
In connection with the consummation of the transactions contemplated by
the Securities Purchase Agreement, on December 21, 2001, the Issuer, CP III,
Coinvestment and CHYP (collectively, the "Carlyle Funds") also entered into a
Standstill Agreement. The Standstill Agreement is attached hereto as Exhibit C,
and any description thereof is qualified in its entirety by reference thereto.
In accordance with the terms of the Standstill Agreement, the Carlyle Funds
agreed, among other things, until such time that the Carlyle Funds and their
affiliates no longer own voting securities of the Issuer representing at least
15% of the outstanding voting securities of the Issuer, (i) that the Purchasers
would not acquire or agree to become the beneficial owner of, without the prior
approval of the Issuer's Board of Directors, more than 5% of the outstanding
voting securities of the Issuer, except for the securities acquired pursuant to
the Securities Purchase Agreement or issuable upon conversion of the securities
acquired pursuant to the Securities Purchase Agreement; (ii) that, except under
certain limited circumstances, the Purchasers would not solicit proxies or
written consents of stockholders with respect to voting securities of the
Issuer; (iii) that the Purchasers would not seek to call a special meeting of
the stockholders; (iv) that the Purchasers would not commence, or announce any
intention to commence, any tender offer for voting securities of the Issuer; or
(v) that the Purchasers would not make any proposal or bid with respect to the
acquisition of any substantial portion of the assets of the Issuer or any
merger, consolidation, recapitalization, restructuring, or liquidation of the
Issuer.
In connection with the consummation of the transactions contemplated by
the Securities Purchase Agreement, on December 21, 2001, the Issuer, CP III and
Coinvestment also entered into a Registration Rights Agreement. The Registration
Rights Agreement is attached hereto as Exhibit D, and any description thereof is
qualified in its entirety by reference thereto. Among other things, the
Registration Rights Agreement (i) requires the Issuer to, under certain
circumstances, file a shelf registration statement covering shares of Series B
Preferred Stock and shares of Common Stock and shares of Series C Senior
Participating Preferred Stock ("Series C Preferred Stock") that would have been
issuable upon conversion of Series B Preferred Stock if certain circumstances
had been met; (ii) provides the right of holders of Series B Preferred Stock,
Common Stock and Series C Preferred Stock issuable upon conversion of Series B
Preferred Stock, Series D Preferred Stock and Common Stock issuable upon
conversion of Series D Preferred Stock to demand registration of their shares of
such stock and to select the underwriter therefore and (iii) provides the right
of holders of Series B Preferred Stock, Common Stock and Series C Preferred
Stock issuable upon conversion of Series B Preferred Stock, Series D Preferred
Stock and Common Stock issuable upon conversion of Series D Preferred Stock to
have their shares of such stock included in a registration statement filed by
the Issuer.
SCHEDULE 13D
CUSIP No. 05366B102 Page 14 of 19 Pages
In accordance with the terms of the Certificate of Designation of Series D
Preferred Stock, which certificate has been eliminated in connection with the
Conversion Agreement, Allan M. Holt and Peter J. Clare, managing directors of
TCG Holdings, joined the Issuer's Board of Directors on December 21, 2001 as the
nominees of the Purchasers. Pursuant to the terms of the Conversion Agreement,
Mr. Holt and Mr. Clare resigned from the Issuer's Board of Directors.
In connection with the consummation of the transactions contemplated by
the Conversion Agreement, on June 12, 2003 the Purchasers and the Issuer entered
into an Investor Rights Agreement (the "Investor Rights Agreement"). Pursuant to
the Investor Rights Agreement, among other things, Mr. Holt and Mr. Clare joined
the Issuer's Board of Directors on June 12, 2002. The Investor Rights Agreement
is attached hereto as Exhibit E, and any description thereof is qualified in its
entirety by reference thereto.
All securities held by the Reporting Persons are held by the Reporting
Persons for investment purposes. Subject to the terms of the Standstill
Agreement, each Reporting Person may acquire from time to time additional
securities (including shares of Common Stock) of the Issuer in the open market
or in privately negotiated transactions, by exchange offer or otherwise. Subject
to the terms of the Standstill Agreement and the Securities Purchase Agreement,
each Reporting Person may, from time to time, retain or sell all or a portion of
his holdings of the securities of the Issuer in the open market, pursuant to a
registered public offering or in privately negotiated transactions, including,
by way of distribution of some or all of the securities to their partners or
members, as applicable. Each Reporting Person may also have discussions with
management regarding methods of increasing sales, cash flow and profitability.
Any actions that any Reporting Person might undertake will be dependent upon
such person's review of numerous factors, including, among other things, the
availability of securities of the Issuer (including Common Stock) for purchase
and the price levels of such shares; trading prices of the Issuer's Common
Stock; general market and economic conditions; ongoing evaluation of the
Issuer's business operations and prospects; the relative attractiveness of
alternative business and investment opportunities; the actions of the management
and the Board of Directors of the Issuer; and other future developments.
SCHEDULE 13D
CUSIP No. 05366B102 Page 15 of 19 Pages
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 11,100,878 shares of Common
Stock, representing approximately 35.9% of the outstanding Common Stock of the
Issuer. See also the information contained on the cover pages to this Schedule
13D, which is incorporated by reference.
(b) See the information contained on the cover pages to this Schedule 13D,
which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the Common
Stock of the Issuer within the last 60 days by the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
The response to Item 3 and Item 4 are incorporated herein by reference.
Pursuant to the Securities Purchase Agreement, the Purchasers agreed not
to sell, assign, convey or otherwise transfer, except to an affiliate of such
Purchasers the Common Stock issuable upon conversion of Series D Preferred Stock
held by such Purchasers prior to the earlier of March 31, 2002 or the date on
which the Issuer's stockholders approved the conversion of Series B Preferred
Stock into Series D Preferred Stock. The foregoing response to this Item 6 is
qualified in its entirety by reference to the Securities Purchase Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit A Securities Purchase Agreement dated as of December 17, 2001
among Aviall, CP III and Coinvestment.
Exhibit B Conversion Agreement dated as of June 12, 2003 among Aviall, CP
III, Coinvestment, CHYP and CAP.
Exhibit C Standstill Agreement dated as of December 21, 2001 among Aviall,
CPIII, Coinvestment and CHYP.
Exhibit D Registration Rights Agreement dated as of December 21, 2001
among Aviall, CP III and Coinvestment.
Exhibit E Investor Rights Agreement dated as of June 12, 2003 among
Aviall, CP III, Coinvestment, CHYP and CAP.
SCHEDULE 13D
CUSIP No. 05366B102 Page 16 of 19 Pages
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 23, 2003
CARLYLE PARTNERS III, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
CP III COINVESTMENT, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS, L.P.
By: TCG High Yield, L.L.C., its General Partner
By: TCG High Yield Holdings, L.L.C., its
Managing Member
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
SCHEDULE 13D
CUSIP No. 05366B102 Page 17 of 19 Pages
CARLYLE-AVIALL PARTNERS II, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
TC GROUP III, L.P.
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
TC GROUP III, L.L.C.
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
---------------------------------------
Name: Peter J. Clare
Title: Managing Director
TCG HIGH YIELD, L.L.C.
By: TCG High Yield Holdings, L.L.C., its
Managing Member
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Peter J. Clare
-----------------------------------------
Name: Peter J. Clare
Title: Managing Director
SCHEDULE 13D
CUSIP No. 05366B102 Page 18 of 19 Pages
TCG HIGH YIELD HOLDINGS, L.L.C.
By: TC Group, L.L.C., its Managing
Member
By: TCG Holdings, L.L.C., its Managing
Member
By: /s/ Peter J. Clare
----------------------------------
Name: Peter J. Clare
Title: Managing Director
TC GROUP, L.L.C.
By: TCG Holdings, L.L.C., its Managing
Member
By: /s/ Peter J. Clare
-----------------------------------
Name: Peter J. Clare
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/ Peter J. Clare
-----------------------------------
Name: Peter J. Clare
Title: Managing Director
SCHEDULE 13D
CUSIP No. 05366B102 Page 19 of 19 Pages
INDEX OF EXHIBITS
Exhibit A Securities Purchase Agreement dated as of December 17, 2001
among Aviall, CP III and Coinvestment.
Exhibit B Conversion Agreement dated as of June 12, 2003 among Aviall, CP
III, Coinvestment, CHYP and CAP.
Exhibit C Standstill Agreement dated as of December 21, 2001 among Aviall,
CPIII, Coinvestment and CHYP.
Exhibit D Registration Rights Agreement dated as of December 21, 2001
among Aviall, CP III and Coinvestment.
Exhibit E Investor Rights Agreement dated as of June 12, 2003 among
Aviall, CP III, Coinvestment, CHYP and CAP.