SC 13D/A 1 g68509sc13da.txt AVIATION DISTRIBUTORS, INC. / KURT BUTENHOFF 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* AVIATION DISTRIBUTORS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 05366P1000 (CUSIP Number) Kurt Butenhoff c/o Bear Sterns & Co. Inc. 245 Park Avenue New York, New York 10167 Telephone Number: (212) 272-6849 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 2001 (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 [ ] *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 5 2

Page 2 of 5 3 ITEM 1. SECURITY AND ISSUER (i) Name of Issuer: Aviation Distributors, Inc. ("ADIN") (ii) Address of the Principal Executive Offices of ADIN: One Capital Drive, Lake Forest, California 92630 (iii) Title of Class of Equity Securities to which this Statement relates: Common Stock, $0.01 par value per share (the "Common Stock") ITEM 2. IDENTITY AND BACKGROUND Kurt Butenhoff, a United States citizen, resides at 317 West 92nd Street, New York, New York 10025. Mr. Butenhoff is a Senior Managing Director of Bear Stearns & Co. Inc., an investment banking firm. Bear Stearns & Co.'s address is 245 Park Avenue, New York, New York 10167. During the last five years, Mr. Butenhoff has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of which 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 or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Butenhoff used his personal funds to purchase the shares of Common Stock described herein. ITEM 4. PURPOSE OF TRANSACTION Mr. Butenhoff believes that the market valuation of ADIN does not fully reflect the inherent value of its business. Accordingly, he intends to work with ADIN in a constructive fashion to explore strategic alternatives with the intent of realizing enhanced shareholder value for all of ADIN's shareholders. Mr. Butenhoff has contacted management of ADIN to discuss a range of proposals that might result in increased shareholder value. Mr. Butenhoff has not yet determined to pursue any specific plan or proposal, and there can be no assurance as to whether or when any specific plan or proposal will be pursued. Other than as indicated herein, Mr. Butenhoff does not have any present plans or proposals that relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D. Page 3 of 5 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (c) Mr. Butenhoff owns 241,244 shares of Common Stock, which constitutes approximately 7.20% of ADIN's outstanding shares of Common Stock. Mr. Butenhoff has sole power to vote and dispose of the 241,244 shares of Common Stock. Set forth below are the number of shares, trading dates and average price per share for all purchases of Common Stock made by Mr. Butenhoff since the most recent filing on Schedule 13D. All purchases were open market transactions and were effected on the OTC Bulletin Board.

* The shares of Common Stock purchased on March 29, 2001, April 2, 2001, April 5, 2001 and April 10, 2001 were purchased by Mr. Butenhoff through his Individual Retirement Account. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 4 of 5 5 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: April 12, 2001 /s/ Kurt Butenhoff -------------------------------- Name: Kurt Butenhoff Page 5 of 5

AVIATION DISTRIBUTORS INC SC 13D/A