UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
AVIALL, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
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[AVIALL GRAPHIC OMITTED]
Filed by: Aviall, Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Aviall, Inc.
Commission File No: 1-12380
On May 1, 2006, Aviall, Inc. published the following press release:
Boeing to Acquire Aviall for $48 per share
DALLAS, TEXAS May 1, 2006 -- Aviall, Inc. [NYSE: AVL] announced that it
has entered into a definitive agreement with The Boeing Company [NYSE: BA] for
Boeing's acquisition of Aviall, Inc. for an all cash merger price of $48 per
share, or $1.7 billion plus the assumption of approximately $350 million of
debt. Aviall will become part of Boeing's Commercial Aviation Services,
operating as a wholly owned subsidiary. Aviall's parts ordering and supply chain
management capabilities will also be utilized by Boeing's Integrated Defense
Systems' Support Systems. ILS, the largest and most comprehensive neutral
eMarketplace in the aviation and defense industries, will remain a wholly owned,
separately operated unit reporting to Aviall. The completion of the transaction
is subject to customary conditions and relevant authorities' approval and is
expected to close by the end of the third quarter 2006.
"We are delighted to become part of The Boeing Company," said Paul
Fulchino, chairman, president and chief executive officer of Aviall. "Our
combined industry knowledge creates a dynamic team that will add to our
customers' efficiency, operational savings and profitability. We will now be
able to bring our groundbreaking efforts to a much wider aerospace supply chain
and thereby expand the number of suppliers whose products can benefit from our
high level of customer service and supplier standards resulting in having more
of the right parts in the right place at the right time. We are confident
Aviall's extensive network of stocking locations, experienced sales team,
Internet-based parts quoting and order-entry system, and computerized inventory
control systems will continue to exceed our customers' and suppliers'
expectations."
"The aviation services market offers us tremendous opportunities to
profitably grow our business, internally and externally, to better serve our
commercial and military customers," said Boeing Chairman, President and Chief
Executive James W. McNerney. "This acquisition is uniquely powerful in that it
leverages the strong and growing services units of both our commercial and
military businesses. It demonstrates our commitment to create a Boeing that is
more than just the sum of its parts," McNerney said.
# # #
Aviall is releasing its first quarter 2006 earnings on Tuesday, May 2,
2006 after the NYSE close and will host a conference call on Wednesday, May 3,
2006, at 10 a.m. ET. The conference call can be accessed by calling (800)
369-1120 (toll free) or (210) 839-8553 (toll) and referencing passcode: Aviall
and leader: David Leedy. A replay will be available until 11:59 p.m. ET on
Friday, May 19, 2005, at (888) 566-0620 (toll-free) or (402) 998-0724 (toll).
This call is also being webcast and can be accessed at www.aviall.com or through
www.vcall.com.
Forward-Looking Statements
--------------------------
The statements contained in this release that are not historical facts are
forward-looking statements (as such term is defined in the Private Securities
Litigation Act of 1995). Actual results may differ materially from those
expected in the forward-looking statements. These forward-looking statements
involve risks and uncertainties, including competitive factors and pricing and
supply pressures, shifts in market demand, general economic conditions and other
factors including, among others, those that affect flight activity in
commercial, business and general aviation, the business activities of the
Company's customers and suppliers and developments in information and
communications technology.
About The Boeing Company
------------------------
Boeing is the world's largest aerospace company and the largest manufacturer of
commercial jetliners and military aircraft, with capabilities in rotorcraft,
electronic and defense systems, missiles, satellites, launch vehicles and
advanced information and communication systems. Our reach extends to customers
in 145 countries around the world and we are the number one exporter in terms of
sales.
About Aviall, Inc.
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Aviall, Inc. [NYSE: AVL] is a leading solutions provider of aftermarket
supply-chain management services for the aviation and marine industries. Aviall
is comprised of two operating units. As the world's largest independent provider
of new aviation parts and related aftermarket services, the Aviall Services
business unit markets and distributes products for approximately 220
manufacturers and offers approximately 700,000 catalog items from customer
service centers located in North America, Europe, and Asia-Pacific. Aviall
Services also offers a full line of aviation batteries, hoses, wheels and
brakes, oxygen and paint services. The Inventory Locator Service (ILS) business
unit, headquartered in Memphis, Tennessee, provides information and facilitates
global eCommerce via its electronic marketplace that enables subscribers to buy
and sell commercial parts, equipment and services, as well as provides eBusiness
Services to the aviation, marine and defense industries. Additional information
on Aviall is available at www.aviall.com.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the
proposed merger of Aviall and Boeing. In connection with the proposed merger,
Aviall plans to file a proxy statement with the SEC. INVESTORS AND SECURITY
HOLDERS OF AVIALL ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy
statement will be mailed to stockholders of Aviall. Investors and security
holders may obtain a free copy of the proxy statement, when it becomes
available, and other documents filed by Aviall with the SEC, at the SEC's web
site at http://www.sec.gov. Free copies of the proxy statement, when it becomes
available, and Aviall's other filings with the SEC may also be obtained from
Aviall. Free copies of Aviall's filings may be obtained by directing a request
to Aviall, Inc., 2750 Regent Boulevard, DFW Airport, Texas, 75261, Attention:
Secretary.
Aviall, Boeing and their respective directors, executive officers and other
members of their management and employees may be deemed to be soliciting proxies
from Aviall's stockholders in favor of the proposed merger. Information
regarding Aviall's directors and executive officers is available in Aviall's
proxy statement for its 2006 annual meeting of stockholders, which was filed
with the SEC on April 27, 2006. Information regarding Boeing's directors and
executive officers is available in Boeing's proxy statement for its 2006 annual
meeting of stockholders, which was filed with the SEC on March 24, 2006.
Additional information regarding the interests of such potential participants
will be included in the proxy statement and the other relevant documents filed
with the SEC when they become available.
For more information, please contact:
Aviall, Inc. The Boeing Company
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David Leedy Shannon Frew
Phone: (972) 586-1703 Phone: (206) 766-1392
Cell : (206) 852-4957
E-mail: dleedy@aviall.com E-mail: shannon.m.frew@boeing.com
www.aviall.com www.boeing.com