SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
VANGUARD AIRLINES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER
SHARE
(Title of Class of Securities)
92201B 10 9
(CUSIP Number)
J.F. Shea Company, Inc.
Edmund H. Shea, Jr.
John F. Shea
Peter O. Shea
James G. Shontere
655 Brea Canyon Road
Walnut, California 91789
(909) 594-9500
(Name, Address and Telephone Number
of Persons Authorized to Receive
Notices
and Communications)
with copies to:
Brian S. Gillman, Esq.
Vanguard Airlines, Inc.
7000 Squibb Road, 3rd
Floor
Mission, Kansas 66202
(913) 789-1388
MAY 16, 1998 AND MAY 20, 1998
(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. ___
<PAGE>
SCHEDULE 13D
CUSIP NO. 92201B 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
J.F. Shea Company, Inc.
94-1530032
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) __ Not Applicable
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY
REPORTING PERSON WITH:
7 SOLE VOTING POWER 24,340,910
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 24,340,910
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
24,340,910
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
__ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 31.36%
14 TYPE OF REPORTING PERSON CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 92201B 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Edmund H. Shea, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) __ Not Applicable
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY
REPORTING PERSON WITH:
7 SOLE VOTING POWER 365,000
8 SHARED VOTING POWER 24,430,910
9 SOLE DISPOSITIVE POWER 365,000
10 SHARED DISPOSITIVE POWER 24,430,910
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING
PERSON 24,795,910
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
__ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 31.86%
14 TYPE OF REPORTING PERSON IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 92201B 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
John F. Shea
###-##-####
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) __ Not Applicable
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY
REPORTING PERSON WITH:
7 SOLE VOTING POWER -0-
8 SHARED VOTING POWER 24,340,910*
(See Item 5 below)
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER 24,340,910*
(See Item 5 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
24,340,910* (See Item 5 below)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
__ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 31.36%
14 TYPE OF REPORTING PERSON IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 92201B 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
Peter O. Shea, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) __ Not Applicable
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY
REPORTING PERSON WITH:
7 SOLE VOTING POWER -0-
8 SHARED VOTING POWER 24,340,910*
(See Item 5 below)
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER 24,340,910*
(See Item 5 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 24,340,910*
(See Item 5 below)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES __ Not
Applicable
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 31.36%
14 TYPE OF REPORTING PERSON IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 92201B 10 9
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
James G. Shontere
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) __ Not Applicable
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS PF
5 CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) __
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY
REPORTING PERSON WITH:
7 SOLE VOTING POWER -0-
8 SHARED VOTING POWER 24,340,910*
(See Item 5 below)
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER
24,340,910* (See Item 5 below)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 24,340,910*
(See Item 5 below)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
__ Not Applicable
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 31.36%
14 TYPE OF REPORTING PERSON IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to
the common stock, par value $0.001
per share (the "Common Stock"), of
Vanguard Airlines, Inc., a Delaware
corporation (the "Issuer"), which
has its principal executive offices
at the Kansas City International
Airport, 30 N.W. Rome Circle -
Mezzanine Level, Kansas City,
Missouri 64153.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c) This
Schedule 13D is filed on
behalf of J.F. Shea
Company, Inc. ("JFSCI"),
John F. Shea, Edmund H.
Shea, Jr. And Peter O.
Shea (collectively, the
"Reporting Persons").
JFSCI is a Nevada
corporation whose principal
business is construction, land
development and venture
capital investment. Its
business address is 655 Brea
Canyon Road, Walnut,
California 91789. The names
of the executive officers and
directors of JFSCI, their
addresses, citizenship and
principal occupations are as
follows:
NAME AND PRINCIPAL
OFFICE BUSINESS OCCUPATION /
HELD ADDRESS CITIZEN EMPLOYMENT
John F. Shea 655 Brea Canyon Rd. USA President of
President and Walnut, CA 91789 JFSCI
Director
Edmund H. Shea, Jr. 655 Brea Canyon Rd. USA Vice President of
Vice President and Walnut, CA 91789 JFSCI
Director
Peter O. Shea 655 Brea Canyon Rd. USA Vice President of
Vice President and Walnut, CA 91789 JFSCI
Director
James G. Shontere 655 Brea Canyon Rd. USA Secretary/
Secretary/Treasurer Walnut, CA 91789 Treasurer of
and Director JFSCI
(d) To the best
knowledge of the
Reporting Persons, during
the past five years, none
of the entities or
individuals identified in
<PAGE>
this Item 2 have been
convicted in a criminal
proceeding (excluding
traffic violations or
similar misdemeanors).
(e) To the best knowledge of
the Reporting Persons,
during the past five
years, none of the
entities or individuals
identified in this Item 2
has been a party to a
civil proceeding of a
judicial or
administrative body of
competent jurisdiction
and therefore was not and
is not 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.
On March 20, 1998, Vanguard
Airlines, Inc. (the "Issuer")
completed a $3,023,620 private
placement (the "Private Placement")
of 302,362 units of securities,
with each unit consisting of one
share of Series A Preferred Stock
and forty (40) redeemable common
stock purchase warrants (each, a
"Warrant"), for $10.00 per unit.
Each Warrant entitles the
registered holder to purchase one
share of Common Stock, between
July 15, 1998 and March 20, 2005,
at an exercise price of $0.55.
Each share of Series A Preferred
Stock is initially convertible into
twenty (20) shares of the Company's
Common Stock at any time after
July 15, 1998. On March 20, 1998,
JFSCI purchased 151,200 units in
the Private Placement. The 151,200
units purchased consisted of
151,200 shares of Series A
Preferred Stock of the Issuer and
6,048,000 Warrants. The $1,512,000
purchase price was paid by the
discharge of various notes issued
by the Issuer in favor of JFSCI, in
a face amount totaling $1,512,000,
bearing interest at 9% per annum,
payable on demand.
Also on March 20, 1998, the
Issuer exchanged outstanding demand
notes previously issued to J.F.
Shea Co., Inc. for a new note in
the principle amount of
$2,776,682.99. Such note
automatically converted into the
number of shares of Common Stock
obtained by dividing the
outstanding principal balance and
all accrued interest by $0.50 upon
the filing of the Issuer's Amended
and Restated Certificate of
Incorporation <PAGE>
increasing the Issuer's authorized
Common Stock. The note was
converted on May 20, 1998 into
6,745,816 shares of Common Stock.
Although the transactions
described above occurred on March
20, 1998, the Series A Preferred
Stock is not convertible, and the
warrants are not exercisable, until
July 15, 1998. In addition, the
Issuer's annual meeting of
stockholders occurred on May 15,
1998 at which the stockholders
approved an amendment to the
Issuer's Amended and Restated
Certificate of Incorporation,
whereby the Issuer's authorized
shares was increased. This
amendment was filed and became
effective as of May 20, 1998 at
which time the Common Stock
underlying the demand note
described above were deemed to be
beneficially owned by the Reporting
Persons. Therefore, pursuant to
Rule 13d-3(1)(i) under the
Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the
shares of Common Stock underlying
such Series A Preferred Stock and
warrants were not beneficially
owned prior to May 16, 1998 (sixty
days prior to the date on which
they become exercisable) and the
Common Stock underlying the demand
note were not beneficially owned
prior to May 20, 1998.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons purchased
the securities to retain or
increase their respective equity
interests in the Issuer. Depending
upon market conditions and other
factors, the Reporting Persons may
acquire additional securities of
the Issuer, in the open market, in
privately negotiated transactions
or otherwise. Alternatively,
depending upon market conditions
and other factors, the Reporting
Persons may, from time to time,
dispose of some or all of the
securities of the Issuer.
Although the Reporting
Persons reserve the right to
develop plans or proposals in the
future with respect to the
following items, except as set
forth above at the present time
they have no plans or proposals
that relate to or would result in
any of the following:
(a) the acquisition by
any person of additional
securities of the Issuer,
or the disposition of
securities of the Issuer;
<PAGE>
(b) an extraordinary
corporate transaction,
such as a merger,
reorganization or
liquidation, involving
the Issuer or any of its
subsidiaries;
(c) a sale or transfer
of a material amount of
assets of the Issuer or
any of its subsidiaries;
(d) any change in the
present board of
directors or management
of the Issuer, including
any plans or proposals to
change the number or term
of directors or to fill
any existing vacancies on
the board;
(e) any material change
in the present
capitalization or
dividend policy of the
Issuer;
(f) any other material
change in the Issuer's
business or corporate
structure;
(g) changes in the
Issuer's charter, bylaws
or instruments
corresponding thereto or
other actions which may
impede the acquisition of
control of the Issuer by
any person;
(h) causing a class of
securities of the Issuer
to be delisted from a
national securities
exchange or to cease to
be authorized to be
quoted in an inter-dealer
quotation system of a
registered national
securities association;
(i) a class of equity
securities of the Issuer
becoming eligible for
termination of
registration pursuant to
Section 12(g)(4) of the
Securities Exchange Act
of 1934; or
(j) any action similar
to any of those
enumerated in (a) through
(i) above.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF
THE ISSUER.
(a) As of May 20, 1998, JFSCI
held and beneficially
owned 24,340,910 shares
of Common Stock, which
represented approximately
31.36% of the sum of the
66,841,055 shares of
Common Stock then
outstanding, the
3,024,000 shares of
Common Stock issuable
upon the conversion of
the Series A Preferred
Stock and the 7,750,500
Warrants held by JFSCI.
As of May 20, 1998, Mr.
Edmund Shea beneficially
owned a total of 455,000
shares of Common Stock.
Mr. Edmund Shea, Mr.
Peter Shea, Mr. John Shea
and James Shontere may be
deemed to be the
beneficial owners of the
24,340,910 shares of
Common Stock owned by
JFSCI by virtue of their
stock ownership in JFSCI
and their position as a
director and executive
officer of JFSCI. The
24,795,910 shares of
Common Stock Mr. Edmund
Shea may be deemed to
beneficially own
represents approximately
31.86% of the sum of the
66,841,055 shares of
Common Stock outstanding
as of May 20, 1998, the
7,750,500 Warrants held
by JFSCI, the 3,024,000
shares of Common Stock
issuable upon the
conversion of the
Series A Preferred Stock,
and the Option for
200,000 shares held by
Mr. Edmund Shea. Of the
24,795,910 shares of
Common Stock Mr. Edmund
Shea may be deemed to
beneficially own
24,340,910 shares are
held by JFSCI, of which
Mr. Edmund Shea is a
director, executive
officer and stockholder,
200,000 shares are held
by Mr. Edmund Shea in the
form of an immediately
exercisable option,
90,000 shares are held by
the E & M R.P. Trust, a
California trust (the
"Trust"), of which Mr.
Edmund Shea is a trustee,
and 90,000 shares are
held by Siam, of which
the Trust is the general
partner. Mr. Edmund Shea
disclaims beneficial
ownership of the shares
held by Siam, except to
the extent of the <PAGE>
Trust's interest in Siam.
The Trust has a 4.97%
interest in Siam.
(b) As of May 20, 1998, the
Reporting Person's power
to vote or dispose of the
shares of Common Stock
reported as being
beneficially owned by him
or it was as follows:
VOTING DISPOSITION
COMMON STOCK SOLE SHARED SOLE SHARED
Edmund H. Shea, Jr. 365,000 24,340,910 365,000 24,340,910
JFSCI 24,340,910 -0- 24,340,910 -0-
Peter O. Shea -0- 24,340,910 -0- 24,340,910
John F. Shea -0- 24,340,910 -0- 24,340,910
James G. Shontere -0- 24,340,910 -0- 24,340,910
Of the 24,795,910 shares of
Common Stock Mr. Edmund Shea may be
deemed to beneficially own as of
May 20, 1998, Mr. Shea shares
voting and dispositive power with
respect to the 24,340,910 shares
(including 7,750,500 Warrants and
3,024,000 shares of Common Stock
issuable upon conversion of the
Series A Preferred Stock)
beneficially owned by JFSCI with
the other stockholders of JFSCI.
Mr. Shea is a director, executive
officer and stockholder of JFSCI.
For information regarding JFSCI,
see Item 2 above.
Mr. Edmund Shea also shares
voting and dispositive power with
respect to the 90,000 shares held
by Siam with the other partners of
Siam. Siam is a California limited
partnership with its principal
business and principal office at
655 Brea Canyon Road, Walnut,
California 91789. Siam's principal
business consists of investment
activities. During the last five
years, neither Siam nor any of its
partners has been convicted in a
criminal proceeding (excluding
traffic violations or similar
misdemeanors). During the last
five years, neither Siam nor any of
its partners has been a party to a
civil proceeding of a judicial or
administrative body of competent
jurisdiction and therefore was not
and is not 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
as a result of any such proceeding.
<PAGE>
Because voting and
investment decisions with respect
to the securities held by JFSCI may
be made by or in conjunction with
the other Reporting Persons, the
Reporting Persons may be deemed to
be members in a group, in which
case each Reporting Person would be
deemed to have beneficial ownership
of an aggregate of 24,340,910
shares of the Common Stock. As a
shareholder, director and executive
officer of JFSCI, each of John F.
Shea, Edmund H. Shea, Jr. and Peter
O. Shea might be deemed to be the
beneficial owner of the securities
beneficially owned by JFSCI.
Although each such person is
joining in this Schedule as a
Reporting Person, the filing of
this Schedule shall not be
construed as an admission that he
or any of the other shareholders,
directors or executive officers of
JFSCI is, for any purpose, the
beneficial owner of any of the
securities that are beneficially
owned by JFSCI.
(c) The Reporting Persons did
not effect any
transactions other than
those set forth in Items
3 and 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None of the Reporting
Persons is a party to any contract,
arrangement, understanding or
relationship with respect to any
securities of the Issuer, including
but not limited to the transfer or
voting of any securities of the
Issuer, finder's fees, joint
ventures, loan or option
arrangements, puts or calls,
guarantees of profits, division of
profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS
EXHIBITS.
The following material is
filed as an Exhibit to this
Schedule 13D:
1. Joint Filing
Agreement, dated
February 9, 1998,
between Edmund H.
Shea, Jr., Peter O.
Shea, John F. Shea,
James G. Shontere
and J.F. Shea
Company, Inc.
<PAGE>
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: May 26, 1998.
J.F. SHEA COMPANY, INC.
By: /S/ EDMUND H. SHEA, JR.
Name: Edmund H. Shea, Jr.
Title: Vice President
/S/ EDMUND H. SHEA JR.
Edmund H. Shea, Jr.
/S/ PETER O. SHEA
Peter O. Shea
/S/ JOHN F. SHEA
John F. Shea
/S/ JAMES G. SHONTERE
James G. Shontere
<PAGE>
