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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
GREAT LAKES AVIATION, LTD..
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(Name of Issuer)
Common Stock
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(Title or Class of Securities)
39054K 108
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(CUSIP Number)
May 24, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
(1) 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).
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CUSIP No. 39054K 108
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1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Raytheon Aircraft Credit Corporation
48-0619846
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / /
N/A (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OF PLACE OR ORGANIZATION
Delaware
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- -------------------------------- ---------- -----------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,000,000 (2)
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SHARES ---------- -----------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH ---------- -----------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
1,000,000
PERSON ---------- -----------------------------------
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WITH 8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
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(2) The shares listed in this Form 13G are not currently owned by the
Reporting Person, and consequently the Reporting Person has no current right to
vote said shares. The Reporting Person holds a warrant to purchase 1,000,000
shares of the Issuing Company which is currently exercisable. Pursuant to Rule
13d-3(d)(1)(a)(A), the Reporting Person is deemed to be the beneficial owner of
these shares.
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CUSIP No. 39054K 108
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1(a). Name of Issuer:
Great Lakes Aviation, Ltd.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive office of the Company is located at
1965 330th Street, Spencer, Iowa 51301
ITEM 2(a). Name of PERSON FILING:
Raytheon Aircraft Credit Corporation
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
10511 E. Central, Wichita, KS 67206
ITEM 2(c). CITIZENSHIP:
Not applicable.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP Number:
39054K 108
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CUSIP Number: 39054K 108
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the Act.
(d) / / Investment company registered under Section 8 of the
Investment Company Act.
(e) / / Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) / / Employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) / / Parent holding company, in accordance with Rule 13d-1(b) (1)(ii)(G).
(h) / / Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
(i) / / Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/
ITEM 4. OWNERSHIP:
(a) Amount beneficially owned: 1,000,000 shares. (3)
(b) Percent of class: 10.4% if the warrant referred to below is exercised.
(c) Raytheon Aircraft Credit Corporation has (i) sole power to vote or
direct the vote of 1,000,000 shares and (ii) sole power to dispose or to direct
the disposition of 1,000,000 shares of Common Stock.(4)
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.
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(3) and (4): The shares listed in this Form 13G are not currently owned by the
Reporting Person, and consequently the Reporting Person has no current right to
vote said shares. The Reporting Person holds a warrant to purchase 1,000,000
shares of the Issuing Company which is currently exercisable. Pursuant to Rule
13d-3(d)(1)(a)(A), the Reporting Person is deemed to be the beneficial owner of
these shares.
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CUSIP Number: 39054K 108
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:
By signing below, the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
June 4, 1999
(Date)
RAYTHEON AIRCRAFT CREDIT CORPORATION
By: /s/ Daniel K. Smartt
Name: Daniel K. Smartt
Title: President
