-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PyjSYMZ8eWAgSYmmY0SzHxEgD+q6DuiX0ZKpqXZqF/YgI1jbp8HCp3CtRrRXEHcN yEkzTrKpTEVSeWSjMshaIw== 0000897423-97-000146.txt : 19971115 0000897423-97-000146.hdr.sgml : 19971115 ACCESSION NUMBER: 0000897423-97-000146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971113 SROS: NASD GROUP MEMBERS: HBK FINANCE L.P. GROUP MEMBERS: HBK INVESTMENTS L P GROUP MEMBERS: HBK INVESTMENTS L.P. GROUP MEMBERS: HBK MAIN STREET INVESTMENTS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC COAST AIRLINES INC CENTRAL INDEX KEY: 0000904020 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 133621051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51399 FILM NUMBER: 97717342 BUSINESS ADDRESS: STREET 1: 515 A SHAW ROAD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 703-925-6000 MAIL ADDRESS: STREET 2: ONE EXPORT DRIVE CITY: STERLING STATE: VA ZIP: 20164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK INVESTMENTS L P CENTRAL INDEX KEY: 0001011443 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752622581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178706100 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 ATLANTIC COAST AIRLINES, INC., SCHED. 13D AMEND NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Atlantic Coast Airlines, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 048396105 (Cusip Number) David C. Haley HBK Investments L.P. 777 Main Street, Suite 2750 Fort Worth, Texas 76102 (817) 870-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 1997 (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(b)(3) or (4), 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). 1. Name of Reporting Person: HBK Investments L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: PN 1. Name of Reporting Person: HBK Main Street Investments L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: PN 1. Name of Reporting Person: HBK Finance L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.0% 14. Type of Reporting Person: BD Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated September 25, 1997 as amended by Amendment No. 1 dated October 1, 1997 and Amendment No. 2 dated October 7, 1997 (the "Schedule 13D"), relating to the Common Stock, par value $.02 per share, of Atlantic Coast Airlines Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. No material change. ITEM 2. IDENTITY AND BACKGROUND. No material change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended in its entirety to read as follows: The source and amount of the funds used or to be used by each of the Reporting Persons to purchase shares of the Stock and the Bonds are set forth below. REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Investments N/A $ -0- Main Street N/A $ -0- Finance N/A $ -0- ITEM 4. PURPOSE OF TRANSACTION. No material change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended in its entirety to read as follows: (a) None of the Reporting Persons beneficially own any shares of the Stock. (b) None of the Reporting Persons has the power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. (c) Since the last filing on Schedule 13D, the Reporting Persons have purchased and sold shares of the Stock in open market transactions on the Nasdaq National Market as follows: NUMBER OF SHARES PURCHASED (P) PRICE PER REPORTING PERSON DATE OR SOLD (S) SHARE Main St. 10/15/97 (22,200)(S) $ 23.00 Investment (1) 10/15/97 (22,200)(S) $ 23.00 Main St. 10/27/97 5,000 (P) $ 19.63 Investment (1) 10/27/97 5,000 (P) $ 19.63 Main St. 10/30/97 5,000 (P) $ 19.88 Investment (1) 10/30/97 5,000 (P) $ 19.88 Main St. 11/05/97 ( 5,500)(S) $ 22.88 Investment (1) 11/05/97 ( 6,300)(S) $ 22.88 Main St. 11/10/97 11,875 (P) $ 21.13 Investment (1) 11/10/97 13,125 (P) $ 21.13 Main St. 11/12/97 31,525 (P) $ 20.69 Main St. 11/12/97 (31,525)(S) $ 20.69 Investment (1) 11/12/97 (28,375)(S) $ 20.69 Investment (2) 11/12/97 28,375 (P) $ 20.69 - ----------- (1) These shares were purchased or sold by Offshore, which has no beneficial ownership of such shares pursuant to an Investment Management Agreement with Investments. (2) These shares were purchased or sold by Securities, which has no beneficial ownership of such shares pursuant to an Investment Management Agreement with Investments. In addition, since the last filing on Schedule 13D, the Reporting Persons have purchased and sold the Bonds in over-the-counter transactions on PORTAL, as follows: FACE AMOUNT PRICE PER $100 REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT Finance 10/14/97 $ 125,000 (P) $ 136.32 Investment (2) 10/14/97 $ 125,000 (P) $ 136.32 Finance 10/15/97 $ 500,000 (P) $ 135.50 Investment (2) 10/15/97 $ 500,000 (P) $ 135.50 Finance 10/22/97 $ 235,000 (P) $ 134.00 Investment (2) 10/22/97 $ 265,000 (P) $ 134.00 Finance 11/05/97 $ 118,000 (P) $ 135.09 Investment (1) 11/05/97 $ 132,000 (P) $ 135.09 Finance 11/13/97 $2,610,000 (S) $ 133.00 Finance 11/13/97 $3,508,000 (S) $ 133.00 Investment (1) 11/13/97 $3,602,000 (S) $ 133.00 Investment (2) 11/13/97 $2,640,000 (S) $ 133.00 - ---------- (1) These bonds were purchased or sold by Offshore, which has no beneficial ownership of same pursuant to an Investment Management Agreement with Investments. (2) These bonds were purchased by Securities, which has no beneficial ownership of same pursuant to an Investment Management Agreement with Investments. (d) No material change. (e) On November 13, 1997, the Reporting Persons ceased to be the beneficial owners of more than five percent of the class of securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended in its entirety to read as follows: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. 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: November 13, 1997 HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK MAIN STREET INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (2) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (3) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Main Street Investments L.P. previously has been filed with the Securities and Exchange Commission. (3) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 3 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK MAIN STREET INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (2) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (3) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Main Street Investments L.P. previously has been filed with the Securities and Exchange Commission. (3) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----