-----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, QLE/b/orA70HPAzz6k5jQ9RtqI748/wGkpFbeYGYkXFjZxbIf88sogpnAg10VGSS Be3tR2XwyY6wIsW5NisV9A== 0000906344-97-000014.txt : 19970222 0000906344-97-000014.hdr.sgml : 19970222 ACCESSION NUMBER: 0000906344-97-000014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD AIRLINES INC \DE\ CENTRAL INDEX KEY: 0001000578 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 481149290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49311 FILM NUMBER: 97527568 BUSINESS ADDRESS: STREET 1: 30 NW ROME CIRCLE TERMINAL B GATE 30 STREET 2: MEZZANINE LEVEL KC INT'L AIRPORT CITY: KANSAS CITY STATE: MO ZIP: 64153 BUSINESS PHONE: 8162432100 MAIL ADDRESS: STREET 1: 30 NW ROME CIRCLE TERMINAL B GATE 30 STREET 2: MEZZANINE LEVEL KC INT'L AIRPORT CITY: KANSAS CITY STATE: MO ZIP: 64153 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Vanguard Airlines, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 922018-10-9 (CUSIP Number) *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 the disclosures provided in a prior cover page. The information required in 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. 922018-10-9 SCHEDULE 13G Page 2 of 16 1 Name Of Reporting Person H&Q LONDON VENTURES IRS Identification No. Of Above Person 94-2966540 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization England 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* PN CUSIP No. 922018-10-9 SCHEDULE 13G Page 3 of 16 1 Name Of Reporting Person H&Q TSP INVESTORS, L.P. IRS Identification No. Of Above Person 94-3203715 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 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* PN CUSIP No. 922018-10-9 SCHEDULE 13G Page 4 of 16 1 Name Of Reporting Person RVR SECURITIES CORP. IRS Identification No. Of Above Person 94-3181298 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* CO CUSIP No. 922018-10-9 SCHEDULE 13G Page 5 of 16 1 Name Of Reporting Person HAMBRECHT & QUIST VENTURE PARTNERS IRS Identification No. Of Above Person 94-2949080 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* PN CUSIP No. 922018-10-9 SCHEDULE 13G Page 6 of 16 1 Name Of Reporting Person H&Q MANAGEMENT CORPORATION IRS Identification No. Of Above Person 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* CO CUSIP No. 922018-10-9 SCHEDULE 13G Page 7 of 16 1 Name Of Reporting Person H&Q TSP INVESTMENT MANAGEMENT COMPANY LLC IRS Identification No. Of Above Person 94-3203714 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 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* OO CUSIP No. 922018-10-9 SCHEDULE 13G Page 8 of 16 1 Name Of Reporting Person HAMBRECHT & QUIST CALIFORNIA IRS Identification No. Of Above Person 94-2856927 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* CO CUSIP No. 922018-10-9 SCHEDULE 13G Page 9 of 16 1 Name Of Reporting Person HAMBRECHT & QUIST GROUP IRS Identification No. Of Above Person 94-3246636 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 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* HC, CO CUSIP No. 922018-10-9 SCHEDULE 13G Page 10 of 16 1 Name Of Reporting Person WILLIAM R. HAMBRECHT IRS Identification No. Of Above Person ###-##-#### 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization United States 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 6,639,603 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 6,639,603 9 Aggregate Amount Beneficially Owned By Each Reporting Person 6,639,603 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row 9 56.3% 12 Type Of Reporting Person* IN CUSIP No. 922018-10-9 SCHEDULE 13G Page 11 of 16 Item 1(a). Name of Issuer. Vanguard Airlines, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. 30 N.W. Rome Circle, Mezzanine Level, Kansas City International Airport, Kansas City, MO 64153. Item 2(a). Names of Persons Filing. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each reporting person is One Bush Street, San Francisco, California 94104. Item 2(c). Citizenship. Reference is made to Item 4 of each of the cover pages of this Schedule, which Items are incorporated by reference herein. Item 2(d). Title of Class of Securities. Common Stock, $0.001 par value ("Common Stock"). Item 2(e). CUSIP Number. 922018-10-9 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Reference is made to Items 5-9 and 11 of each of the cover pages to this Amendment, which Items are incorporated by reference herein. According to information furnished to the reporting persons by the Issuer, there were 9,984,952 shares of Common Stock issued and outstanding as of December 31, 1996. As of December 31, 1996, the following persons owned the following shares of Common Stock and warrants to acquire shares of Common Stock that are immediately exercisable or exercisable within 60 days of such date: CUSIP No. 922018-10-9 SCHEDULE 13G Page 12 of 16 Common Stock Common Stock Upon Exercise Person Directly Owned of Warrants Total H&Q London Ventures 1,409,091 95,307 1,504,398 H&Q TSP Investors, 3,327,158 1,473,047 3,489,439 L.P. RVR Securities Corp. -0- 240,000 1,550,776 William R. Hambrecht 95,000 -0- 95,000 _________ _________ _________ TOTAL 4,831,249 1,808,354 6,639,603 ========= ========= ========= Because voting and investment decisions concerning the above securities may be made by or in conjunction with Hambrecht & Quist Venture Partners, H&Q Management Corporation, H&Q TSP Investment Management Company LLC, Hambrecht & Quist California, Hambrecht & Quist Group and William R. Hambrecht, each of the reporting persons may be deemed a member of a group that shares voting and dispositive power over all of the above securities, in which case each Reporting Person would be deemed to have beneficial ownership of an aggregate of 6,639,603 shares of Common Stock, which is 56.3% of the outstanding Common Stock (calculated in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934). Although the reporting persons are reporting such securities as if they were members of a group, the filing of this Schedule shall not be construed as an admission by any reporting person that it is a beneficial owner of any securities other than those directly held by such reporting person. Under the definition of "beneficial ownership" in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the individual general partners, directors, executive officers, members, and/or managers of the foregoing entities might be deemed the "beneficial owners" of some or all of the securities to which this Schedule relates in that they might be deemed to share the power to direct the voting or disposition of such securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the securities to which this Schedule relates, and such beneficial ownership is expressly disclaimed. CUSIP No. 922018-10-9 SCHEDULE 13G Page 13 of 16 This Amendment does not include shares of Common Stock, if any, held by Hambrecht & Quist LLC in its trading account if it is a market maker in the Issuer's Common 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. Not applicable. 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. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. CUSIP No. 922018-10-9 SCHEDULE 13G Page 14 of 16 Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 12, 1996. H&Q LONDON VENTURES H&Q MANAGEMENT CORPORATION By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche ______________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q TSP INVESTORS, L.P. H&Q TSP INVESTMENT MANAGEMENT COMPANY LLC By: /s/ Jackie A. Berterretche ______________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact RVR SECURITIES CORP. HAMBRECHT & QUIST CALIFORNIA By: /s/ Steven M. Machtinger By: /s/ Jackie A. Berterretche ______________________________ __________________________ Steven M. Machtinger Jackie A. Berterretche Secretary Attorney-in-Fact HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST GROUP PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ ______________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact CUSIP No. 922018-10-9 SCHEDULE 13G Page 15 of 16 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 16 CUSIP No. 922018-10-9 SCHEDULE 13G Page 16 of 16 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule and any subsequent amendment jointly on behalf of each of such parties. DATED: February 12, 1996. H&Q LONDON VENTURES H&Q MANAGEMENT CORPORATION By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche ______________________________ ___________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact H&Q TSP INVESTORS, L.P. H&Q TSP INVESTMENT MANAGEMENT COMPANY LLC By: /s/ Jackie A. Berterretche ______________________________ By: /s/ Jackie A. Berterretche Jackie A. Berterretche __________________________ Attorney-in-Fact Jackie A. Berterretche Attorney-in-Fact RVR SECURITIES CORP. HAMBRECHT & QUIST CALIFORNIA By: /s/ Steven M. Machtinger By: /s/ Jackie A. Berterretche ______________________________ __________________________ Steven M. Machtinger Jackie A. Berterretche Secretary Attorney-in-Fact HAMBRECHT & QUIST VENTURE HAMBRECHT & QUIST GROUP PARTNERS By: /s/ Jackie A. Berterretche By: /s/ Jackie A. Berterretche __________________________ ______________________________ Jackie A. Berterretche Jackie A. Berterretche Attorney-in-Fact Attorney-in-Fact WILLIAM R. HAMBRECHT By: /s/ Jackie A. Berterretche __________________________ Jackie A. Berterretche Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----