-----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, EQsHtm0aDIokT1IQWcYsD3Z/+5PB7eEMiJq0Jvm3Lup2qIn9kW23y5ZMSzwHPHPf l8bqgCAEOCE9Klugvfjm9w== 0000950134-97-009077.txt : 19971203 0000950134-97-009077.hdr.sgml : 19971203 ACCESSION NUMBER: 0000950134-97-009077 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971201 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KITTY HAWK INC CENTRAL INDEX KEY: 0000932110 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 752564006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48285 FILM NUMBER: 97730664 BUSINESS ADDRESS: STREET 1: P O BOX 612787 STREET 2: 1515 W 20TH ST CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 BUSINESS PHONE: 2144562220 MAIL ADDRESS: STREET 1: P O BOX 612787 CITY: DALLAS/FORT WORTH IN STATE: TX ZIP: 75261 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHRISTOPHER M TOM CENTRAL INDEX KEY: 0000938841 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 612787 STREET 2: FORTH WORTH INTERNATIONAL AIRPORT CITY: DALLAS STATE: TX ZIP: 75261 BUSINESS PHONE: 9724562200 MAIL ADDRESS: STREET 1: P O BOX 612787 STREET 2: FORTH WORTH INTERNATIONAL AIRPORT CITY: DALLAS STATE: TX ZIP: 75261 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Kitty Hawk, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 498326 10 7 ----------------------------------- (CUSIP Number) Gregory R. Samuel, Haynes and Boone, LLP 3100 NationsBank Plaza, Dallas, TX 75202 (214) 651-5645 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 19, 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 / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). 2 SCHEDULE 13D CUSIP NO. 498326 10 7 PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M. Tom Christopher - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 10,047,586 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,948,436 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,047,586 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 Item 1. Security and Issuer This statement is in lieu of an amendment to a Schedule 13G filed by M. Tom Christopher ("Christopher") on March 2, 1997. All future filings related to the subject matter thereof shall be filed through a Schedule 13D promulgated under the Securities Exchange Act of 1934. Further, this statement relates to the common stock, $.01 par value per share (the "Common Stock" or "Shares") of Kitty Hawk, Inc. (the "Company"). The address of the principal executive offices of the Company is 1515 West 20th Street, Dallas/Fort Worth International Airport, Texas 75261. Item 2. Identity and Background This statement is filed on behalf of Christopher, a citizen of the United States. Christopher's address is 1515 West 20th Street, Dallas/Fort Worth International Airport, Texas 75261. Christopher is the Chairman of the Board and Chief Executive Officer of the Company. Christopher has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations). Christopher has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding he 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. Christopher originally purchased the Common Stock with personal funds. The filing of this statement is necessitated by a change in his beneficial ownership of and voting and dispositive power over the Common Stock by virtue of (i) his sale of 725,000 shares of such stock in a registration of Shares undertaken by the Company on Form S-1 promulgated pursuant to the Securities Act of 1933 (File Number 333-36125) (the "Registration Statement"), (ii) the issuance of 4,099,150 shares of Common Stock to Conrad A. Kalitta ("Kalitta") pursuant to the terms of an Agreement and Plan of Merger, dated September 22, 1997, by and among the Company, Christopher, Kalitta, five companies wholly owned by Kalitta (the "Kalitta Companies") and five of the Company's subsidiaries (the "Merger Subs") (as amended, the "Merger Agreement") and (iii) the execution by Christopher, Kalitta and the Company of a Stockholders' Agreement dated November 19, 1997 (the "Stockholders' Agreement") delineating certain voting rights of Christopher and Kalitta (which such rights are discussed in Item 6 below). Item 4. Purposes of the Transaction. Christopher sold 725,000 Shares in the ordinary course for pecuniary purposes. Kalitta acquired his Shares pursuant to the Merger Agreement as partial consideration for his ownership stake in the Kalitta Companies. Pursuant to the Merger Agreement and the Stockholder's Agreement, Christopher, Kalitta and the Company have agreed to certain conditions regarding Christopher and Kalitta's obligations to vote their Shares in elections 4 for members of the board of directors and for the offices of Chairman of the Board and Chief Executive Officer of the Company. Item 5. Interest in Securities of the Issuer. (a) Christopher beneficially owns directly an aggregate of 5,948,436 shares of Common Stock of the Company which is approximately 35.5% of the Shares outstanding on November 19, 1997, based on information reported in the Registration Statement. In addition, Kalitta, a member of a group comprised of Christopher and Kalitta, beneficially owns 4,099,150 shares of Common Stock of the Company which is approximately 24.5% of the Shares outstanding on November 19, 1997, based on information reported in the Registration Statement. (b) Christopher has shared voting power over 10,047,586 Shares (see Item 6) and sole voting power over no Shares. Christopher has sole dispositive power with respect to 5,948,436 Shares and does not share dispositive power over any Shares with Kalitta. Kalitta has shared voting power over 10,047,586 Shares (see Item 6) and sole voting power over no Shares. Kalitta has sole dispositive power with respect to 4,099,150 shares and does not share dispositive power over any Shares with Christopher. Kalitta's address is 2701 N. I-94 Service Drive, Ypsilanti, Michigan 48197. Kalitta, a citizen of the United States, is the Vice Chairman of the Company. Kalitta has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations). Kalitta has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding he 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. (c) In the past 60 days, Christopher has engaged in no transactions in respect of the Shares, other than the sale of 725,000 shares of Common Stock referenced in Item 3. In the past 60 days, Kalitta has engaged in no transactions in respect of the Shares, other than Kalitta's receipt of 4,099,150 shares of Common Stock pursuant to the Merger Agreement referenced in Item 3. (d) None of Christopher or Kalitta has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by Christopher or Kalitta. (e) Not applicable. Item 6. Contracts, Arrangements Understandings or Relations with Respect to Securities of the Issuer. Christopher, Kalitta and the Company have entered into the Stockholder's Agreement. Under the terms of the Stockholders' Agreement, Christopher and Kalitta will have incidental registration rights for a ten-year period which commenced on November 19, 1997. Such registration rights are subject to customary cutback and exclusion provisions; provided, that 5 the number of shares to be sold by Christopher or Kalitta in any such registration can not be less than 50,000 Shares. Any expenses relating to registration are to be paid by the Company. Also, Christopher and Kalitta agreed, until November 19, 2000, to restrict transfers of their Shares to certain transferees unless such transferees agreed to abide by the restrictions on Christopher and Kalitta contained in the Stockholders' Agreement. Additionally, pursuant to the Stockholders' Agreement and Merger Agreement, Christopher and Kalitta have agreed to vote and cause each of their respective affiliates to vote (i) for certain persons for seats on the Company's Board of Directors and (ii) not vote, nor permit any of their respective affiliates to vote, any shares of Common Stock they beneficially own in favor of any person to serve as a director of the Company other than the prescribed persons. Christopher and Kalitta have also agreed to vote their Shares or other voting securities in favor of (i) Christopher as Chairman of the Board and Chief Executive Officer of the Company and (ii) Kalitta as Vice Chairman, until at least November 19, 1998. Other than the foregoing, Christopher and Kalitta do not have any agreement with respect to voting their Shares. Finally, pursuant to an escrow agreement, Kalitta has agreed to escrow 650,000 Shares to satisfy Kalitta's indemnification obligations pursuant to the Merger Agreement. Item 7. Material to be filed as Exhibits. 7.1 Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 22, 1997, entered into by and among Kitty Hawk, Inc., a Delaware corporation, Kitty Hawk - AIA, Inc., a Michigan corporation, Kitty Hawk - AIT, Inc., a Michigan corporation, Kitty Hawk - FOL, Inc., a Michigan corporation, Kitty Hawk - KFS, Inc., a Michigan corporation, Kitty Hawk - OK, Inc., a Michigan corporation, M. Tom Christopher, American International Airways, Inc., a Michigan corporation, American International Travel, Inc., a Michigan corporation, Flight One Logistics, Inc., a Michigan corporation, Kalitta Flying Service, Inc., a Michigan corporation, O.K. Turbines, Inc., a Michigan corporation, and Conrad Kalitta. (1) 7.2 Amendment No. 1 to the Merger Agreement, dated October 23, 1997. (1) 7.3 Amendment No. 2 to the Merger Agreement, dated October 29, 1997. (1) 7.4 Amendment No. 3 to the Merger Agreement, dated November 14, 1997. (1) 7.5 Stockholders' Agreement, dated as of November 19, 1997, among Kitty Hawk, Inc., a Delaware corporation, M. Tom Christopher and Conrad Kalitta. (1) 7.6 Non-KFS Escrow Agreement, dated November 19, 1997, by and among Conrad Kalitta, Kitty Hawk, Inc., a Delaware corporation and Bank of New York as Escrow Agent. (1) (1) Incorporated by reference from the Company's Registration Statement on Form S-1 (File No. 333-36125), dated as of November 1997. 6 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. Date: November 26, 1997 /s/ M. TOM CHRISTOPHER ------------------------------ M. 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