================================================================================ 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): December 7, 2002 MERCURY AIR GROUP, INC. (Exact name of Registrant as specified in Charter) DELAWARE 1-7134 11-1800515 ------------------------------- --------------------- ---------------- (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 5456 McConnell Avenue, Los Angeles, CA 90066 (Address of Principal Executive Offices/Zip Code) Registrant's telephone number, including area code: (310) 827-2737 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ TABLE OF CONTENTS ITEM 5. OTHER EVENTS ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS SIGNATURE EXHIBIT INDEX EXHIBIT 3.1 ITEM 5. OTHER EVENTS On December 7, 2002, the Board of Directors of Mercury Air Group, Inc. (the "Company") adopted amendments to its Bylaws relating to (1) advance notice requirements of matters to be presented at an annual meeting of stockholders and for nomination of directors, (2) the setting of a record date in connection with corporate action taken without a meeting, and (3) qualifications of directors. In connection with the adoption of these amendments, the Company amended and restated its Bylaws. A copy of the Amended and Restated Bylaws are attached as an exhibit to this current Report on Form 8-K and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 3.1 Amended and Restated Bylaws of Mercury Air Group, Inc. 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 hereunto duly authorized. Date: December 9, 2002 MERCURY AIR GROUP, INC. By: /s/ JOSEPH A. CZYZYK --------------------------------- Joseph A. Czyzyk President and Chief Executive Officer