UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
BIG SKY TRANSPORTATION CO.
(Name of Issuer)
1996 Series Common Stock
(Title of Class of Securities)
#089539 20 9
(CUSIP Number)
Kim B. Champney, President, 1601 Aviation Pl, Billings MT 59105, 406-245-9449
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 24, 1999
(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. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 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 1 of 5 Pages
SCHEDULE 13D
CUSIP No. 089539 20 9 Page 2 of 5 Pages
1 names of reporting persons/
i.r.s. identification nos. of above person (entities only)
Jon Marchi, ###-##-####
2 check the appropriate box if a member of a group (see instructions)(a) [ ]
N/A (b) [ ]
3 sec use only
4 source of funds (see instructions)
PF
5 check if disclosure of legal proceedings is required pursuant to items 2(d)
or 2(e)[ ]
NA
6 citizenship or place of organization
Montana, USA
NUMBER OF
SHARES 7 sole voting power
BENEFICIALLY
OWNED BY 63,084
EACH
REPORTING 8 shared voting power
PERSON
WITH 1,647
9 sole dispositive power
63,084
10 shared dispositive power
1,647
11 aggregate amount beneficially owned by each reporting person
64,731
12 check if the aggregate amount in row (11) excludes certain shares
(see instructions)[ ]
NA
13 percent of class represented by amount in row (11)
5.18%
14 type of reporting person (see instructions)
IN
Page 3 of 5 Pages
THIS SCHEDULE 13D AMENDS THE SCHEDULE 13D FILED BY REPORTING
PERSON ON JANUARY 12, 1999.
Item 1. Security and Issuer.
Big Sky Transportation Co. ("Big Sky") is a regional commuter air carrier,
which operates passenger, freight, and air carrier service in twenty-four
communities in seven states. Big Sky's headquarters are in Billings,
Montana. It has air service hubs in Billings, MT and in Dallas, TX.
The issuer's name is Big Sky Transportation Co. Its address is 1601 Aviation
Place, Billings, MT, 59105.
As of March 1, 1999, Big Sky had 1,250,382 shares 1996 Series Common
Stock outstanding, the only class of securities of the corporation presently
issued and outstanding.
Item 2. Identity and Background.
The reporting person, Jon Marchi, is a citizen of Montana.
Mr. Marchi resides at 7783 Valley View Road, Polson, MT, 59860.
Mr. Marchi's principal occupation is ranching.
Mr. Marchi has not been convicted in a criminal proceeding during the last
five years.
Mr. Marchi is presently involved in dissolution of marriage proceedings.
Mr. Marchi has not otherwise been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction, nor has he been
over the past five years.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
This report shows the issuance of an option to purchase 2,000 shares of Big
Sky's 1996 Series Common Stock by Big Sky to Mr. Marchi in accordance with
Big Sky's 1996 Directors' Composition Meeting and Compensation Plan. In
accordance with the stock option Mr. Marchi has the right to purchase said
2,000 shares of Big Sky's 1996 Series Common Stock for the price of $1.9375
per share. Said option expires on February 1, 2004. As of this date Mr. Marchi
has not exercised said stock option.
Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
As of March 1, 1999, Big Sky had 1,250,382 shares of 1996 Series Common
Stock outstanding, without counting for dilution for outstanding stock
options. The aggregate number and percentage of shares of Big Sky
1996 Series Common Stock owned by Mr. Marchi including the 2,000 shares for
which Mr. Marchi has been granted said stock option are as follows:
Number of Shares Percentage of Class
64,731 5.18%
Mr. Marchi has 23,264 shares directly owned(including stock option rights
of 2,000 shares), 39,820 shares indirectly owned through his individual
retirement account, and 1,674 shares attributed to him through Glacier
Venture Fund Limited Partnership, an investment fund with principal place of
business in Helena, Montana, in which Mr. Marchi has a combined 12.2%
ownership interest. Glacier Venture Fund owns 13,500 shares of Big Sky's
1996 Series Common Stock. Mr. Marchi has the direct power to vote and
dispose of 63,084 shares and indirect power over the 1,674 shares owned by
Glacier Venture Fund.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Mr. Marchi is a Director of Big Sky and is Chairman of its Board. Mr. Marchi
is entitled to the award of certain stock options (up to 2,000 shares of 1996
Series Common Stock per year) under Big Sky's Directors' Composition,
Meeting, and Compensation Plan. Except for the options for 2,000 shares
reported herein, Mr. Marchi has no unexercised stock options of Big Sky.
Item 7. Material to be Filed as Exhibits.
NA
Page 5 of 5 Pages
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.
Dated: March 30, 1999
Signature: /s/Jon Marchi
Title: Reporting Person
