<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 ) *
AIRNET SYSTEMS, INC.
-------------------------------------------------------------------
(Name of Issuer)
COMMON SHARES, PAR VALUE $0.01 PER SHARE
-------------------------------------------------------------------
(Title of Class of Securities)
009417-10-6
-----------------------------
(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).
<PAGE>
CUSIP NO. 009417-10-6 13G PAGE 2 OF 5 PAGES
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald G. Mercer
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ___
Not Applicable
(b) ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
3,246,048
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
3,246,048
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,246,048
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
ITEM 1(a). NAME OF ISSUER.
AirNet Systems, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
3939 International Gateway
Columbus, Ohio 43219
ITEM 2(a). NAME OF PERSON FILING.
Gerald G. Mercer
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
3939 International Gateway
Columbus, Ohio 43219
ITEM 2(c). CITIZENSHIP.
United States
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Common Shares, par value $0.01 per share
ITEM 2(e). CUSIP NUMBER.
009417-10-6
ITEM 3.
Not Applicable
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 3,246,048 common shares
(1)(2)
(b) Percent of class: 28.3% (1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
3,246,048 common shares (1)(2)
(ii) Shared power to vote or to direct the vote:
None
Page 3 of 5 Pages
<PAGE>
(iii) Sole power to dispose or to direct the
disposition of:
3,246,048 common shares (1)(2)
(iv) Shared power to dispose or to direct the
disposition of:
None
- --------------------
(1) As of February 9, 1999.
(2) Of such 3,246,048 common shares, 80,000 common
shares are subject to options exercisable within 60 days of February 9, 1999.
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
Page 4 of 5 Pages
<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.
/S/ GERALD G. MERCER
-------------------------------
Gerald G. Mercer
Dated: February 9, 1999
Page 5 of 5 Pages
