SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.___________)
Mercury Air Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
589354109
(CUSIP Number)
Frederick H. Kopko, Jr., Esquire
McBreen & Kopko
20 North Wacker Drive, Suite 2520
Chicago, Illinois 60606
(312) 332-6405
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2000
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13-d-7 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 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 10 Pages)
<PAGE>
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CUSIP No. 13D Page 2 of 10 Pages
589354109
----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip J. Fagan, M.D., Frederick H. Kopko, Jr. and Joseph A. Czyzyk
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK/PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Philip J. Fagan, M.D., Frederick H. Kopko, Jr. and Joseph A. Czyzyk
are each citizens of the United States of America.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,014,955
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,014,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,955
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
COR0344-C650-06.doc - 2 -
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<PAGE>
----------------------------------
CUSIP No. 13D Page 3 of 10 Pages
589354109
----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip J. Fagan, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK/PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Philip J. Fagan, M.D. is a citizen of the United States.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,014,955
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,014,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,955
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
COR0344-C650-06.doc - 3 -
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<PAGE>
----------------------------------
CUSIP No. 13D Page 4 of 10 Pages
589354109
----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frederick H. Kopko, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK/PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Frederick H. Kopko, Jr. is a citizen of the United States.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,014,955
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,014,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,955
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
COR0344-C650-06.doc - 4 -
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<PAGE>
----------------------------------
CUSIP No. 13D Page 5 of 10 Pages
589354109
----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph A. Czyzyk
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK/PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Joseph A. Czyzyk is a citizen of the United States.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,014,955
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,014,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,955
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
COR0344-C650-06.doc - 5 -
08/07/2000
<PAGE>
----------------------------------
CUSIP No. 13D Page 6 of 10 Pages
589354109
----------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FK Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(b)|_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK/WC/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,014,955
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,014,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,955 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.1%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
COR0344-C650-06.doc - 6 -
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares of common
stock, $.01 par value (the "Shares") of Mercury Air Group, Inc., a New
York corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 5456 McConnell Avenue, Los Angeles, California
90066.
Item 2. Identity and Background.
(a) This statement is filed by (i) FK Partners, an Illinois
general partnership ("FK Partners"), (ii) the partners of FK Partners,
Philip J. Fagan, M.D., Frederick H. Kopko, Jr. and Joseph A. Czyzyk
(collectively, the "Partners"), and (iii) FK Partners and the Partners
as a group.
(b) The business address of FK Partners is 5456 McConnell Avenue,
Los Angeles, California 90066. Dr. Fagan's business address is 1130
West Olive Avenue, Burbank, California 91506. Mr. Kopko's business
address is 20 North Wacker Drive, Suite 2520, Chicago, Illinois 60606.
Mr. Czyzyk's business address is 5456 McConnell Avenue, Los Angeles,
California 90066.
(c) FK Partners is an Illinois general partnership that is
engaged in the business of (i) acquiring Shares of the Issuer
beneficially owned by Seymour Kahn and/or SK Acquisition, Inc., (ii)
holding the Shares, (iii) holding the Shares and options of the Issuer
beneficially owned by the Partners, (iv) exercising voting power with
respect to the Shares, and (v) disposing of the Shares subject to the
terms and conditions of the Partnership Agreement attached hereto and
incorporated by reference herein.
Philip J. Fagan, Jr., M.D. has been a director of the Issuer
since September 1989. Dr. Fagan has been the Chief Executive Officer
and President of the Emergency Department Physicians Medical Group,
Inc. since its inception in 1978. Dr. Fagan has also been President of
Fagan Emergency Room Medical Group since its inception in 1989. Dr.
Fagan's business address is 1130 West Olive Avenue, Burbank,
California 91506.
Frederick H. Kopko, Jr. has been a director of the Issuer since
October 1992. Mr. Kopko has been a partner in the law firm of McBreen
& Kopko since January 1990, located at 20 Wacker Drive, Suite 2520,
Chicago, Illinois 60606. Mr. Kopko presently serves on the board of
directors of Butler International, Inc. and Sonic Foundry, Inc.
Joseph A. Czyzyk has been President and a Director of the Issuer
since November 1994 and has served as Chief Executive Officer since
December 1998. The Issuer is located at 5456 McConnell Avenue, Los
Angeles, California 90066.
(d) FK Partners and the Partners have not during the last five
years been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
- 7 -
<PAGE>
(e) FK Partners and the Partners have not during the last five
years been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
proceeding was or is 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.
(f) FK Partners is an Illinois general partnership. Each
Partner is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Partnership Agreement attached hereto and
incorporated by reference herein, FK Partners holds all Shares
beneficially owned by the Partners. In addition FK Partners purchased
1,140,780 Shares from Mr. Seymour Kahn for $10 per Share payable (i)
$7.00 per share in cash for a total of $7,985,460, and (ii) $3.00 per
share in the form of a Note to Seymour Kahn (the "Kahn Note") for a
total of $3,422,340. No Partners are required to make an initial
capital contribution to the Partnership. However, each Partner
guaranteed (i) a loan in the amount of $7,985,460 from a financial
institution in the form of a note described in the Partnership
Agreement (the "Bank Note") and (ii) a note to Seymour Kahn in the
amount of $3,422,340 in the form of a note (the "Kahn Note") attached
hereto as an exhibit to the Partnership Agreement. In order to pay
interest on the Bank Note and the Kahn Note, the Partners will
contribute to the Partnership such additional amounts described in
Section 3.4 of the Partnership Agreement attached hereto and
incorporated by reference herein.
Item 4. Purpose of Transaction.
FK Partners is an Illinois general partnership. The purpose
of the acquisition of the Shares is to (i) acquire Shares of the Issuer
beneficially owned by Seymour Kahn and/or SK Acquisition, Inc., (ii)
hold the Shares, (iii) hold the Shares and options of the Issuer
beneficially owned by the Partners, (iv) exercise voting power with
respect to the Shares, and (v) dispose of the Shares subject to the
terms and conditions of the Partnership Agreement attached hereto and
incorporated by reference herein. The transaction to purchase Shares of
the Issuer involved the resignation of one of the directors.
Item 5. Interest in Securities of the Issuer.
(a) FK Partners holds 1,739,745 Shares (26.0% of the 6,681,399
Shares reported by the Issuer as outstanding as of August 4, 2000) and
options to purchase 285,210 Shares.
(b) FK Partners and the Partners have shared voting and
dispositive power with respect to all the Shares beneficially owned or
held.
(c) Dr. Fagan held 91,000 Shares and options to acquire
146,125 Shares. Effective on July 27, 2000, the date of the Partnership
Agreement, all Shares and options to acquire Shares formerly held by
Dr. Fagan (91,000 Shares and options to acquire 146,125 Shares), Mr.
Kopko (options to acquire 107,625 Shares), and Mr. Czyzyk (507,965
Shares) are held by FK Partners. FK Partners did not pay for any of the
Shares or options to acquire Shares formerly held by the Partners. In
addition,
- 8 -
<PAGE>
FK Partners has acquired 1,140,780 Shares for $10.00 per share on July
27, 2000 payable $7.00 cash per share for a total of $7,985,460 and
$3.00 per Share in the form of a Promissory Note for a total of
$3,422,340.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Issuer.
The Partners have entered into a Partnership Agreement, dated
July 27, 2000 which terms and conditions are described in the
Partnership Agreement (including a form of Promissory Note to Seymour
Kahn by and among FK Partners, Philip J. Fagan, M.D., Frederick H.
Kopko, Jr., and Joseph A. Czyzyk) attached hereto and incorporated by
reference herein. Pursuant to Section 3.3 of the Partnership Agreement,
each Partner guaranteed a bank loan in the amount of $7,985,460.
Item 7. Material to be Filed as Exhibits.
Partnership Agreement, dated July 27, 2000, by and among
Philip J. Fagan, M.D., Frederick H. Kopko, Jr., and Joseph A. Czyzyk,
attached hereto and incorporated by reference herein (including a form
of Promissory Note to Seymour Kahn by and among FK Partners, Philip J.
Fagan, M.D., Frederick H. Kopko, Jr., and Joseph A. Czyzyk).
COR0344-C650-06.doc - 9 -
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<PAGE>
SIGNATURES
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.
FK PARTNERS
DATE:
August 7, 2000 By: /s/ Philip J. Fagan, M.D.
----------------------------------
Philip J. Fagan, M.D.
August 7, 2000 By: /s/ Frederick H. Kopko, Jr.
----------------------------------
Frederick H. Kopko, Jr.
August 7, 2000 By: /s/ Joseph A. Czyzyk
----------------------------------
Joseph A. Czyzyk
August 7, 2000 /s/ Philip J. Fagan, M.D.
---------------------------------------
Philip J. Fagan, M.D.
August 7, 2000 /s/ Frederick H. Kopko, Jr.
---------------------------------------
Frederick H. Kopko, Jr.
August 7, 2000 /s/ Joseph A. Czyzyk
---------------------------------------
Joseph A. Czyzyk
COR0344-C650-06.doc - 10 -
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