BIG SKY TRANSPORTATION CO
SC 13D/A, 1998-03-05
AIR TRANSPORTATION, SCHEDULED
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13 D
                                 (Amendment #6)*

                           BIG SKY TRANSPORTATION CO.
                           --------------------------
                                (Name of Issuer)

                            Common Stock no par value
                            -------------------------
                         (Title of Class of Securities)

                                   089539 10 0
                                   -----------
                                 (CUSIP Number)


                         Derby West, LLC (307/674-5800)
                          Drawer E, Sheridan, WY 82801
                          ----------------------------
                   (Name, Address, Telephone Number of Persons
                Authorized To Receive Notices and Cancellations)

                                February 17, 1998
                                -----------------
             (Date of Event Which Requires Filing of This Document)

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), check the following box [ ].


- -----------------
* 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
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed"" for the purpose of Section18  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).

Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required if the reporting  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
Securities  described in Item 1; and (2) has  beneficial  ownership of less than
five percent of such class. (See Rule 13d-7).


Note: Six copies of this statement, including all exhibits, should be filed with
the Securities and Exchange Commission.  See Rule 13d-1(a) of the Securities and
Exchange Commission for parties to whom copies are to be sent.

<PAGE>
CUSIP No. 089539 10 0

1)   Name of Reporting  Persons:  Derby West, LLC, a Wyoming  limited  liability
     company SS or IRS Identification No. of Above Person(s): 83-0305642

2)   Check   the   Appropriate    Box   if   a   member   of   a   Group:
     (a)[  ]
     (b)[  ]

3)   SEC Use Only___________________________________________________________

4)   Source of Funds: WC

5)   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     and 2(e): [ ]

6)   Citizenship or Place of Organization: Wyoming, USA

Number of Shares Beneficially Owned by Each Reporting Person with:

7)   Sole Voting Power: None

8)   Shared Voting Power: 347,520

9)   Sole Dispositive Power: None

10)  Shared Dispositive Power: 347,520

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 347,520

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]

13)  Percent of Class Represented by Amount in Row (11): 33.3%

14) Type of Reporting Person: Limited liability company

<PAGE>
CUSIP No.: 089539 10 0

1)   Name of Reporting Persons: Peter M. Kennedy
     SS or IRS Identification No. of Above Person(s): ###-##-####

2)   Check   the   Appropriate   Box   if   a   member   of   a   Group:
     (a) [  ]
     (b) [  ]

3)   SEC Use Only___________________________________________________________

4)   Source of Funds: WC

5)   Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
     and 2(e): [ ]

6)   Citizenship or Place of Organization: USA

Number of Shares Beneficially Owned by Each Reporting Person with:

7)   Sole Voting Power: None

8)   Shared Voting Power: 347,520

9)   Sole Dispositive Power: None

10)  Shared Dispositive Power: 347,520

11)  Aggregate Amount Beneficially Owned by Each Reporting Person: 347,520

12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]

13)  Percent of Class Represented by Amount in Row (11): 33.3%

14) Type of Reporting Person: Individual

<PAGE>
Item  1.   Securities and Issuer

Big Sky  Transportation  Company ("Big Sky") is a small,  regional  commuter air
carrier,  which operates passenger,  freight and air carrier service in Montana.
Big Sky's  headquarters  and air  service  "hub" is in  Billings,  Montana.  The
company  transports  passengers  and  freight  to towns in Central  and  Eastern
Montana.


Item 2.    Identity and Background

The reporting person, Derby West, LLC ("Derby"),  is a Wyoming limited liability
company  organized  in 1993.  Derby's  principal  place of business is Sheridan,
Wyoming.  Derby may  engage in any lawful  business,  other  than  insurance  or
banking, that a limited liability company may engage in under Wyoming law.

Derby has not been  convicted  in a  criminal  proceeding  during  the last five
years.

Derby is not a party to a civil proceeding of a judicial or administrative  body
of competent jurisdiction, nor has it been over the past five years.

Peter M. Kennedy is the controlling person as well as manager of Derby.


Item 3. Source and Amount of Funds or Other Consideration

See Item 4 below.


Item 4. Purpose of Transaction

On February 17,1998 Derby purchased 15,000 shares of Big Sky common stock on the
open market.  The per share cost was $1.25, total costs amounting to $18,750.00,
excluding commissions.  This transaction changed the number of shares owned from
332,520 to 347,520.

These  shares of Big Sky stock,  as well as  previously  acquired  shares,  were
acquired for investment  purposes.  The Reporting  Persons  might,  from time to
time, acquire additional  securities or dispose of some or all of the securities
of Big  Sky in the  open  market  or in  privately  negotiated  transactions  or
otherwise,  depending on price,  availability of shares,  the Reporting Persons'
views of  business  and  prospects  of Big Sky and  other  factors  deemed to be
relevant.


Item 5. Interest in Securities of the Issuer

Big Sky was  recapitalized  in 1996 and the  number of  outstanding  shares  was
reduced by means of a reverse  slit (ratio 5:1).  At December 31, 1997,  Big Sky
had  1,042,218  shares  of  common  stock  outstanding.  As the  result  of this
transaction  which is the  subject  of this  report,  the  aggregate  number and
percentage of shares of Big Sky common stock owned by Derby are as follows:

         Number of Shares           Percentage of Class
         ----------------           -------------------
              347,520                       33.3%

The Reporting Persons have the power to vote and to dispose of these shares.

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.

Dated: February 25, 1998

                                                     DERBY WEST, LLC


                                                     By: /s/ Peter M. Kennedy
                                                        -----------------------
                                                        Peter M. Kennedy
                                                        Manager


                                    SIGNATURE
                                    ---------

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the  information  set forth in this state  statement is true,  complete and
correct.

Dated: February 25, 1998

                                                     /s/ Peter M. Kennedy
                                                     --------------------
                                                     Peter M. Kennedy


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