<PAGE> 1
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 $.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
April 28, 1997; January 9, 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> 2
SCHEDULE 13D
CUSIP No. 92201B 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.F. Shea Company, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,820,594
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,820,594
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,594
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP No. 92201B 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
365,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,910,594* (See Item 5 below)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 365,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
6,910,594* (See Item 5 below)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,275,594* (See Item 5 below)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.29%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP No. 92201B 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,820,594* (See Item 5 below)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
6,820,594* (See Item 5 below)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,594* (See Item 5 below)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP No. 92201B 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,820,594* (See Item 5 below)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
6,820,594* (See Item 5 below)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,594* (See Item 5 below)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP No. 92201B 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,820,594* (See Item 5 below)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
6,820,594* (See Item 5 below)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,820,594* (See Item 5 below)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 7
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.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 and James G. Shontere (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:
<TABLE>
<CAPTION>
PRINCIPAL
NAME AND OCCUPATION
OFFICE HELD BUSINESS ADDRESS CITIZENSHIP OR EMPLOYMENT
- ----------- ---------------- ----------- -------------
<S> <C> <C> <C>
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
</TABLE>
(d) To the best knowledge of the Reporting Persons, during the past
five years, none of the entities or individuals identified in
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 April 28, 1997, Vanguard Airlines, Inc. (the "Issuer") completed a $10.3
million private placement (the "Private Placement") of 5,150,000 units of
securities, with each unit consisting of one share of Common Stock and two
redeemable common stock purchase warrants (each, a "Warrant"), for $2.00 per
unit. Each Warrant entitles the registered holder to purchase one share of
Common Stock, at any time over a five year period, at an exercise price of
$2.50. On April 28, 1997, J.F. Shea purchased 851,250 units in the Private
Placement. The 851,250 units purchased consisted of 851,250 shares of Common
Stock of the Issuer and 1,702,500 Warrants. The $1,702,500 purchase price was
paid by the discharge
<PAGE> 8
of various notes issued by the Issuer in favor of J.F. Shea, in a face amount
totaling $1,702,500, bearing interest at 8% per annum, payable on demand.
On October 10, 1997, the Issuer distributed, at no cost, to holders of its
Common Stock, nontransferable rights to purchase shares of Common Stock (the
"Rights"). Each stockholder received two Rights for each share of Common Stock
held by them (the "Rights Offering"). Each stockholder purchasing all of the
shares available to him or her could also subscribe to purchase any shares not
purchased pursuant to the Rights Offering, subject to proration (the
"Oversubscription Privilege"). Each Right entitled the holder to subscribe for
and purchase one share of Common Stock for a price of $0.50 per share. Mr. Shea,
individually, received 50,000 Rights as a result of the Rights Offering. The E &
M R.P. Trust, a California trust (the "Trust"), of which Mr. Shea is a trustee,
received 60,000 Rights as a result of the Rights Offering, and Siam Partners II,
a California limited partnership ("Siam"), of which the Trust is the general
partner, also received 60,000 Rights as a result of the Rights Offering. J.F.
Shea, of which Mr. Shea is a director, executive officer and stockholder,
received 1,702,500 Rights as a result of the Rights Offering and 2,564,344
Rights as a result of the Oversubscription Privilege.
On December 10, 1997, Mr. Shea exercised all 50,000 of his Rights. On
January 9, 1998, Mr. Shea received 50,000 shares of the Common Stock of the
Issuer as a result of such exercise for a purchase price of $25,000, paid in
cash from Mr. Shea's personal funds.
Also on December 10, 1997, the Trust exercised all 60,000 of its Rights. On
January 9, 1998, the Trust received 60,000 shares of the Common Stock of the
Issuer as a result of such exercise for a purchase price of $30,000, paid in
cash from the Trust's personal funds.
Also on December 10, 1997, Siam exercised all 60,000 of its Rights. On
January 9, 1998, Siam received 60,000 shares of the Common Stock of the Issuer
as a result of such exercise for a purchase price of $30,000, paid in cash from
Siam's personal funds. Mr. Shea disclaims beneficial ownership of the shares
held by Siam, except to the extent of the Trust's interest in Siam. The Trust
has a 4.97% interest in Siam.
Also on December 10, 1997, J.F. Shea exercised all 4,266,844 of its Rights.
On January 9, 1998, J.F. Shea received 4,266,844 shares of the Common Stock of
the Issuer as a result of such exercise for a purchase price of $2,133,422. The
$2,133,422 purchase price was paid by the discharge of various notes issued by
the Issuer in favor of J.F. Shea, in a face amount totaling $2,133,422, bearing
interest at 8% per annum, payable on demand.
On October 22, 1997, Mr. Shea was granted an option (the "Option") to
purchase 200,000 shares of the Common Stock of the Issuer in connection with a
grant of options to all of the directors of the Issuer. The Option is
immediately exercisable and has an exercise price of $0.6875 per share. The
Option was not granted to Mr. Shea in exchange for any "funds or other
consideration."
<PAGE> 9
Item 4. Purpose of Transaction.
JFSCI purchased the 851,250 units of securities of the Issuer, with each
unit consisting of one share of Common Stock and two Warrants (for a total of
851,250 shares of Common Stock and 1,702,500 Warrants) for the purpose of
obtaining an equity interest in the Issuer.
Mr. Edmund Shea, the Trust, Siam and JFSCI exercised the Rights distributed
to them for the purpose of increasing their respective equity interests in the
Issuer and preventing the dilution of such interests as a result of the
consummation of the Rights Offering.
Mr. Edmund Shea did not acquire the Option to purchase 200,000 shares of
Common Stock of the Issuer for any particular purpose because the Option was
granted to him as compensation for serving as a director of the Issuer in
connection with a grant of options to all of the directors of the Issuer.
The Reporting Persons acquired the securities for investment. 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. The Reporting Persons are currently having
discussions with the Issuer regarding a potential privately negotiated
acquisition of securities. 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;
(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;
<PAGE> 10
(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.
Item 5. Interest in Securities of the Issuer.
(a) As of January 9, 1998, JFSCI held and beneficially owned
6,820,594 shares of Common Stock, which represented approximately
14.39% of the sum of the 45,696,398 shares of Common Stock then
outstanding and the 1,702,500 Warrants held by JFSCI. As of
January 9, 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 Mr. James Shontere be deemed to be the
beneficial owner of the 6,820,594 shares of Common Stock owned by
JFSCI by virtue of his stock ownership in JFSCI and his position
as a director and executive officer of JFSCI. The 7,275,594
shares of Common Stock Mr. Edmund Shea may be deemed to
beneficially own represents approximately 15.29% of the sum of
the 45,696,398 shares of Common Stock outstanding as of January
9, 1998, the 1,702,500 Warrants held by JFSCI, and the Option for
200,000 shares held by Mr. Edmund Shea. Of the 7,275,594 shares
of Common Stock Mr. Edmund Shea may be deemed to beneficially own
as of January 9, 1998, 6,820,594 shares (including 1,702,500
Warrants) 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 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 Trust's interest in Siam. The Trust has a 4.97%
interest in Siam.
(b) As of January 9, 1998, Mr. Edmund Shea's and JFSCI's power to
vote or dispose of the shares of Common Stock reported as being
beneficially owned by him or it was as follows:
<PAGE> 11
<TABLE>
<CAPTION>
Voting Disposition
---------------------------- ---------------------------
COMMON STOCK Sole Shared Sole Shared
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Edmund H. Shea, Jr. 365,000 6,910,594 365,000 6,910,594
JFSCI 6,820,594 0 6,820,594 0
Peter O. Shea -0- 6,820,594 -0- 6,820,594
John F. Shea -0- 6,820,594 -0- 6,820,594
James G. Shontere -0- 6,820,594 -0- 6,820,594
</TABLE>
Of the 7,275,594 shares of Common Stock Mr. Edmund Shea may be deemed to
beneficially own as of January 9, 1998, Mr. Shea shares voting and dispositive
power with respect to the 6,820,594 shares (including 1,702,500 Warrants) held
by JFSCI with the other stockholders of JFSCI. Mr. Edmund 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.
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
6,820,594 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 A. Shontere
and J.F. Shea Company, Inc.
<PAGE> 12
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: February 9, 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> 13
EXHIBIT 1
JOINT FILING AGREEMENT
THIS AGREEMENT, made and entered into this 9th day of February, 1998, by
and between J.F. Shea Company, Inc., a Nevada corporation ("JFSCI"), John F.
Shea, Edmund H. Shea, Jr., Peter O. Shea and James G. Shontere (collectively the
"Reporting persons").
WITNESSETH:
WHEREAS, Mr. Shea's and J.F. Shea's direct and indirect beneficial
ownership of shares of the common stock, par value $.001 per share, of Vanguard
Airlines, Inc., a Delaware corporation, is required to be reported on Schedule
13D and filed with the Securities and Exchange Commission pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act") and Rule
13d-1 promulgated thereunder;
WHEREAS, the joint filing of Schedule 13D pursuant to Rule 13d-1(f)(1)
of the Act is the most efficient and economical means of reporting the requisite
information; and
WHEREAS, further reports on Schedule 13D and amendments to previously
filed reports on Schedule 13D may from time to time be required;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, the parties hereto do hereby mutually
covenant and agree as follows:
1. The filing of reports on Schedule 13D and any amendments thereto will
be filed jointly on behalf of each of the parties hereto; each such report and
amendment shall identify each of the parties hereto and contain all of the
required information with respect thereto and shall indicate that such report or
amendment is filed on behalf of such parties; provided, however, that each party
is solely responsible for the completeness and accuracy of the information
concerning that party contained therein unless such party knows or has reason to
believe that such information is inaccurate.
2. This Agreement may not be modified in whole or in part except by an
instrument in writing executed by each of the parties hereto.
<PAGE> 14
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.
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
2
