-----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, EXEuhJu9qK/vC5f6CaqESNkACdQO54anUwUuV2clZ7Z8PYT+IhJqvCPz5aweh34L qw2+2/yO/OcpAjxNjEKIvw== 0000897423-98-000067.txt : 19980323 0000897423-98-000067.hdr.sgml : 19980323 ACCESSION NUMBER: 0000897423-98-000067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980319 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 13G SEC ACT: SEC FILE NUMBER: 005-51399 FILM NUMBER: 98569223 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 13G 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 13G 1 ATLANTIC COAST AIRLINES, INC., SCHED. 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Atlantic Coast Airlines, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 048396105 (CUSIP Number) March 19, 1998 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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). CUSIP No. 048396105 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. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 6,973 (1)(2) Number of Shares Beneficially 6. Shared Voting Power: 11,625 (2)(3) Owned By Each Reporting 7. Sole Dispositive Power: 6,973 (1)(2) Person With 8. Shared Dispositive Power: 11,625 (2)(3) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 443,554 (1)(3)(4) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 5.8% (5) 12. Type of Reporting Person: PN - -------------- (1) Represents 6,973 shares purchased by HBK Offshore Fund Ltd. HBK Investments L.P. has sole voting and dispositive power over these shares pursuant to an Investment Management Agreement with HBK Offshore Fund Ltd. and HBK Securities Ltd. Accordingly, HBK Offshore Fund Ltd. has no beneficial ownership of such shares. (2) Power is exercised by its general partner, HBK Partners II L.P., whose general partner is HBK Management L.L.C. (3) 11,625 shares were purchased by HBK Main Street Investments L.P. HBK Investments L.P. has shared voting and dispositive power over these shares pursuant to an Amended and Restated Management Agreement. (4) Includes 424,956 shares obtainable upon conversion of the Issuer's 7% Convertible Subordinated Notes due 2004 (the "Bonds") as follows: (i) 158,428 shares obtainable upon conversion by HBK Finance L.P. of $2,852,000 principal amount of the Bonds held by HBK Finance L.P.; (ii) 244,308 shares obtainable upon conversion by HBK Offshore Fund Ltd. of $4,398,000 principal amount of the Bonds held by HBK Offshore Fund Ltd.; and (iii) 22,220 shares obtainable upon conversion by HBK Securities Ltd. of $400,000 principal amount of the Bonds held by HBK Securities Ltd. Pursuant to an Investment Management Agreement, upon conversion by HBK Offshore Fund Ltd. of the Bonds held by such entity, the Reporting Person will have sole voting and dispositive power over the shares obtainable thereby and HBK Offshore Fund Ltd. will not have any beneficial ownership of such shares. Also pursuant to such Investment Management Agreement, upon conversion by HBK Securities Ltd. of the Bonds held by such entity, the Reporting Person will have sole voting and dispositive power over the shares obtainable thereby and HBK Securities Ltd. will not have any beneficial ownership of such shares. Pursuant to an Amended and Restated Management Agreement, upon conversion by HBK Finance L.P. of the Bonds held by such entity, the Reporting Person will have shared voting and dispositive power over the shares obtainable thereby. (5) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 7,611,055. CUSIP No. 048396105 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. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 158,428 (1) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 2.2% (2) 12. Type of Reporting Person: BD - -------------- (1) Represents shares obtainable upon conversion of $2,852,000 principal amount of the Bonds. Pursuant to an Amended and Restated Management Agreement, upon conversion, voting and dispositive power will be shared with HBK Investments, L.P. (2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 7,344,527. CUSIP No. 048396105 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. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: 11,625 (1) Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: 11,625 (1) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 11,625 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.2% 12. Type of Reporting Person: PN - -------------- (1) Power is exercised by its general partner, HBK Fund L.P., whose general partner is HBK Capital L.P., whose general partner is HBK Partners I L.P., whose general partner is HBK Management L.L.C. Power is shared with HBK Investments pursuant to an Amended and Restated Management Agreement. Item 1(a). Name of Issuer. The name of the issuer is Atlantic Coast Airlines, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 515-A Shaw Road, Dulles, Virginia 20166. Item 2(a). Names of Persons Filing. Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13G Statement is hereby filed by HBK Investments L.P., a Delaware limited partnership ("Investments"), HBK Main Street Investments L.P., a Delaware limited partnership ("Main Street"), and HBK Finance L.P., a Delaware limited partnership ("Finance") (collectively, the "Reporting Persons"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that a group exists. Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): HBK Partners II L.P., a Delaware limited partnership ("Partners II"), HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a Delaware limited partnership ("Partners I"), HBK Management L.L.C., a Delaware limited liability company ("Management") and each of the following individuals who may control Management (collectively, the "Managers"): Harlan B. Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, and Richard L. Booth, Jr. The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." Item 2(b). Address of Principal Business Office, or if None, Residence. The principal business office for each of the Item 2 Persons is 777 Main Street, Suite 2750, Fort Worth, Texas 76102. Item 2(c). Citizenship. All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This statement relates to shares of Common Stock, par value $0.02 per share of the Issuer. Item 2(e). CUSIP Number. The CUSIP number of the shares is 048396105. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d- 2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) / / An investment adviser in accordance with section 240.13d- 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to section 240.13d-1(c), check this box /X/. Item 4. Ownership. (a) - (b) Reporting Person Pursuant to an Investment Management Agreement with HBK Offshore Fund Ltd. ("Offshore"), Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of 6,973 shares held by Offshore, which constitutes approximately 0.1% of the 7,611,055 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i). In addition, pursuant to Rule 13d-3(d)(1)(i), Investments may be deemed to be the beneficial owner of an additional 244,308 shares obtainable upon conversion of $4,398,000 principal amount of the Bonds held by Offshore, which constitutes approximately 3.2% of the 7,611,055 shares of the Stock deemed to be outstanding thereunder. Pursuant to an Investment Management Agreement with Securities, Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of 22,220 shares of the Stock obtainable upon conversion of $400,000 principal amount of the Bonds held by Securities, which constitutes approximately 0.3% of the 7,611,055 shares of the Stock deemed to be outstanding thereunder. Further, pursuant to an Amended and Restated Management Agreement with Fund and Capital, Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of 11,625 shares of the Stock owned by Main Street, which constitutes approximately 0.2% of the 7,611,055 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i). Finally, pursuant to such Amended and Restated Management Agreement, Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of 158,428 shares of the Stock obtainable upon conversion of $2,852,000 principal amount of the Bonds held by Finance, which constitutes approximately 2.1% of the 7,611,055 shares of the Stock deemed to be outstanding thereunder. Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of 11,625 shares of the Stock, which constitutes approximately 0.2% of the outstanding shares of the Stock. Pursuant to Rule 13d-3(d)(1)(i), Finance may be deemed to be the beneficial owner of approximately 158,429 shares of the Stock obtainable upon conversion of $2,852,000 principal amount of the Bonds held by Finance, which constitutes approximately 2.2% of the 7,344,527 deemed to be outstanding thereunder. Controlling Persons Because of its position as the sole general partner of Investments, Partners II may be deemed to be the beneficial owner of 443,554 shares, which constitutes approximately 5.8% of the 7,611,055 shares of the Stock deemed to be outstanding. Each of (1) Fund, as sole general partner of Main Street and Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 170,053 shares, which constitutes approximately 2.3% of the 7,344,527 shares of the Stock deemed to be outstanding. Each of (1) Management, as sole general partner of Partners I and Partners II, and (2) the Managers, as controlling persons of Management, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 443,554 shares, which constitutes approximately 5.8% of the 7,611,055 shares of the Stock deemed to be outstanding. To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons Pursuant to an Investment Management Agreement with Offshore, and acting through its general partner, Partners II, Investments has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,973 shares of the Stock. Pursuant to an Amended and Restated Management Agreement with Fund and Capital, and acting through its general partner, Partners II, Investments has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 11,625 shares of the Stock held by Main Street. Main Street has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 11,625 shares of the Stock. Controlling Persons Acting through its general partner, Management, and in its capacity as the general partner of Investments, Partners II has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,973 shares and the shared power to vote or to direct the vote and to dispose or to direct the disposition of 11,625 shares of the Stock. Acting through its general partner, Capital, and in its capacity as the general partner of Main Street, Fund has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 11,625 shares of the Stock. Acting through its general partner, Partners I, and in its capacity as the general partner of Fund, Capital has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 11,625 shares of the Stock. Acting through its general partner, Management, and in its capacity as the general partner of Capital, Partners I has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 11,625 shares of the Stock. In its capacity as the general partner of Partners I and Partners II, Management has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,598 shares of the Stock. Managers In his capacity as a controlling person of Management, each of the Managers has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 18,598 shares of the Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. This Schedule 13G Statement is being filed on behalf of each of the Reporting Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. The agreement required by Rule 13d-1(k)(1)(iii) is attached hereto as Exhibit 99.1. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: March 19, 1998 HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (2) HBK MAIN STREET INVESTMENTS 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 Finance 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 Main Street Investments L.P. previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13G Exhibit 99.1 Pursuant to Rule 13d-1(k)(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 FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (2) HBK MAIN STREET INVESTMENTS 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 Finance 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 Main Street Investments L.P. previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----