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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)
VANGUARD AIRLINES, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
922018-10-9
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(CUSIP Number)
The Hambrecht 1980 Revocable Trust
William R. Hambrecht
550 Fifteenth Street
San Francisco, California 94103
(415) 551-8600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
June 25, 1998, August 12, 1998 and August 14, 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 1 of 8)
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SCHEDULE 13D
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CUSIP NO. 922018-10-9 PAGE 2 OF 8
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Hambrecht 1980 Revocable Trust
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) __
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 27,737,734* (See Item 5 below)
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
27,737,734* (See Item 5 below)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,737,734* (See Item 5 below)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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CUSIP NO. 922018-10-9 PAGE 3 OF 8
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William R Hambrecht
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) __
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 48,049,911* (See Item 5 below)
BENEFICIALLY
OWNED BY
REPORTING
PERSON WITH
------------------------------------------------------
8 SHARED VOTING POWER
-0-
------------------------------------------------------
9 SOLE DISPOSITIVE POWER
48,049,911* (See Item 5 below)
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 48,049,911* (See Item 5 below)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES __ Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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14 TYPE OF REPORTING PERSON
IN
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3
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $0.001 par value
(the "Common Stock"), of Vanguard Airlines, Inc., a Delaware corporation (the
"Issuer"). The principal executive office and mailing address of the Issuer is
700 Squibb Road, Third Floor, Mission, Kansas 66202.
Item 2. Identity and Background.
(a) (b) and (c) This Schedule 13D is filed on behalf of The
Hambrecht 1980 Revocable Trust (the "Trust"), and
William R. Hambrecht, (collectively, the "Reporting
Persons").
The Hambrecht 1980 Revocable Trust is a California revocable
trust. The trustee of the trust is William R. Hambrecht. The address of the
trust is 550 Fifteenth Street, San Francisco, California 94103.
(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 June 25, 1998, the Trust gifted warrants to purchase 1,000,000
shares of Common Stock to unaffiliated parties. On August 6, 1998 and August 12,
1998, the Trust exchanged warrants to purchase 6,046,480 shares of Common Stock
for 3,386,286 shares of Common Stock pursuant to the cashless exercise
provisions of such warrants. On August 14, 1998, the Trust exercised an option
to purchase 1,702,500 share at an aggregate purchase price of $851,250. The
funds used to purchase the shares were the personal funds of the Trust.
On August 14, 1998, H&Q TSP Investors, L.P. and H&Q TSP II
Investors, L.P. (collectively, the "TSP Entities") exercised warrants to
purchase an aggregate of 4,325,000 shares of the Issuer's Common Stock. Mr.
Hambrecht is the sole managing member of each of the TSP Entities. The funds
used to purchase the shares were generated through capital contributions of the
limited partners of the TSP Entities.
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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.
The Reporting Persons are regularly engaged in the business of
investing in publicly-held and private companies. In connection with their
investments, the Reporting persons analyze the operations, capital structure and
markets of the companies in which they invest, including the Issuer. As a result
of these analytical activities, one or more of the Reporting Persons may suggest
or take a position with respect to potential changes in the strategic direction,
operations, management or capital structure of such companies as a means of
enhancing shareholder value. Such communications may take place with Issuer's
management, members of the Board of Directors, other shareholders, security
analysts or others. In particular, the Reporting Persons believe that it would
be desirable for the Issuer to explore various strategic, operating and/or
financial relationships with Frontier Airlines or others, including possible
business combinations.
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;
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(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.
Item 5. Interest in Securities of the Issuer.
(a), (b) According to information furnished by the Issuer,
there were 85,356,528 shares of Common Stock issued and
outstanding as of September 30, 1998. Based on such
information, after taking into account the transactions
described in Item 5(c) below, the Reporting Persons
report the following direct and derivative holdings in
the Common Stock:
<TABLE>
<CAPTION>
COMMON STOCK
COMMON STOCK FROM DERIVATIVE
NAME OWNED DIRECTLY SECURITIES TOTAL
<S> <C> <C> <C>
The Hambrecht 1980 17,288,937 3,023,240 20,312,177
Revocable Trust
William R. Hambrecht* 21,233,759 6,503,975 27,737,734
TOTAL 38,522,696 9,527,215 48,049,911**
</TABLE>
*Securities are held in the name of the TSP Entities. William R. Hambrecht is
the sole managing member of each of the TSP Entities.
** Represents 50.6% of the Issuer's issued and outstanding Common Stock
(computed in accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act
of 1934, as amended).
(c) The Reporting Persons did not effect any transactions
other than those set forth in Items 3 and 4 above.
(d) Not applicable.
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(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 January 8, 1999,
between The Hambrecht 1980 Revocable Trust and William R. Hambrecht.
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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: January 8, 1999.
THE HAMBRECHT 1980 REVOCABLE TRUST
By: /s/ WILLIAM R. HAMBRECHT
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Name: William R. Hambrecht
Title: Trustee
/s/ WILLIAM R. HAMBRECHT
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WILLIAM R. HAMBRECHT
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EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Amendment to Schedule 13D 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 Amendment jointly
on behalf of each of such parties.
Dated: January 8, 1999
THE HAMBRECHT 1980 REVOCABLE TRUST
By: /s/ WILLIAM R. HAMBRECHT
-------------------------------------
Name: William R. Hambrecht
Title: Trustee
/s/ WILLIAM R. HAMBRECHT
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WILLIAM R. HAMBRECHT
