<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under Securities Exchange Act of 1934
(Amendment No. ____)
Aviall, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05366B102
(CUSIP Number)
Kenneth D. Polin, Esq.
Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P.
101 West Broadway, 17th Floor
San Diego, California 92101
(619) 515-9600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1998
(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: Schedule filed in prior format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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> 2
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Nolan Acquisition Partners
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): 75-2787642
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Texas
NUMBER OF 7 SOLE VOTING POWER: 1,265,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,265,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: PN
2
<PAGE> 3
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Nolan Acquisition Group, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): 75-2786370
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: PN
3
<PAGE> 4
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Kincaid Capital Group, a Texas corporation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): 75-2779494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E): [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Texas
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: CO
4
<PAGE> 5
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Thomas R. Kincaid
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: IN
5
<PAGE> 6
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Dan Komnenovich
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: IN
6
<PAGE> 7
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Richard Jones
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: IN
7
<PAGE> 8
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Conese Capital, L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): 58-2423275
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: OO
8
<PAGE> 9
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Conese Family Partnership (Nevada), L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): 88-0381099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: PN
9
<PAGE> 10
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Conese General Partner (Nevada), Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only): 88-0381098
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Nevada
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: CO
10
<PAGE> 11
SCHEDULE 13D
CUSIP No. 05366B102
1 NAMES OF REPORTING PERSONS
Eugene P. Conese
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States of America
NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,265,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.6%
14 TYPE OF REPORTING PERSON: IN
11
<PAGE> 12
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, $.01 par value per
share (the "Common Stock"), of Aviall, Inc. (the "Issuer"). The executive office
of the Issuer is located at 20755 Diplomat Drive, Dallas, Texas 75234.
ITEM 2. IDENTITY AND BACKGROUND.
This statement represents the joint filing of Nolan Acquisition Partners
("NAP"), Nolan Acquisition Group, L.P. ("NAG"), Kincaid Capital Group, a Texas
Corporation ("Kincaid Capital"), Thomas R. Kincaid ("Kincaid"), Richard Jones
("Jones"), Dan Komnenovich ("Komnenovich"), Conese Capital, L.L.C. ("CCL"),
Conese Family Partnership (Nevada), L.P. ("CFP"), Conese General Partner
(Nevada), Inc. ("CGN") and Eugene P. Conese ("Conese"). An agreement among the
Reporting Persons regarding filing a joint Schedule 13D is filed herewith as
Exhibit 1.
A. NAP is a Texas general partnership with principal offices located at 125
East John Carpenter Freeway, Suite 190, Irving, Texas 75062. NAP in a
newly formed general partnership formed for the purpose of making a
substantial investment in, influencing and/or acquiring control of a
publicly-held corporation, through investments and trading in
securities. NAG is the Managing General Partner, and CCL is the other
General Partner of NAP.
B. NAG is a Delaware limited partnership with principal offices located at
125 East John Carpenter Freeway, Suite 190, Irving, Texas 75062. NAG is
a newly formed limited partnership formed for the purpose of investing
and trading securities. NAG is the Managing General Partner of NAP.
Kincaid Capital is the General Partner of NAG. Certain limited partners
of NAG may beneficially own Common Stock of Issuer; the Reporting
Persons disclaim beneficial ownership thereof.
C. Kincaid Capital is a Texas corporation with principal offices located at
125 East John Carpenter Freeway, Suite 190, Irving, Texas 75062. Kincaid
Capital directly or indirectly invests in various businesses. Kincaid
Capital is the General Partner of NAG. Kincaid, Jones and Komnenovich
are the sole stockholders and directors of Kincaid Capital. Kincaid and
Jones are the officers of Kincaid Capital.
D. Kincaid's business address is 125 East John Carpenter Freeway, Suite
190, Irving, Texas 75062. Kincaid is a Director, President and
stockholder of the Kincaid Capital. Kincaid has been involved in the
aviation industry for 24 years. In 1979, he formed International Turbine
Service, Inc., a company engaged in the sale of aircraft engine parts,
and served as its President until August 1998. In 1996, he became
President and Chief Executive Officer of International Airmotive Holding
Corporation ("IAHC"), a corporation formed as a holding company for the
stock of International Turbine Service, Inc. and Dallas Airmotive, Inc.
Dallas Airmotive, Inc. is engaged in the business of overhauling
aircraft engines and International Turbine Service, Inc., is engaged in
the sale of aircraft engine parts. It was
12
<PAGE> 13
previously a division of Aviall, Inc. Kincaid left his position with
IAHC in August 1998. Kincaid is a United States citizen.
E. Jones' business address is 125 East John Carpenter Freeway, Suite 190,
Irving, Texas 75062. Jones is a Director, Senior Vice President,
Secretary and Treasurer, and stockholder of Kincaid Capital. He is also
the sole principal of the Law Offices of Richard Jones. He has been
engaged in the private practice of law in Dallas, Texas since 1968. In
addition to the private practice of law, Mr. Jones has taught courses in
corporate law and taxation at Southern Methodist University School of
Law. From 1986 until September 1998, Mr. Jones was a principal of the
Dallas law firm of Fishman, Jones, Walsh & Gray, P.C. Jones is a United
States citizen.
F. Komnenovich's business address is 125 East John Carpenter Freeway, Suite
190, Irving, Texas 75062. Komnenovich has been involved in the aviation
industry for 15 years. He was employed by Aviall Inc. from 1983 until
May 1995 where he held numerous financial positions. In 1995 he became
Executive Vice President and Chief Financial Officer of International
Airmotive Holding Corporation ("IAHC") a corporation formed as a holding
company for the stock of International Turbine Service, Inc. and Dallas
Airmotive, Inc. Dallas Airmotive, Inc. is engaged in the business of
overhauling aircraft engines and International Turbine Service, Inc. is
engaged in the sale of aircraft engine parts. Komnenovich is a United
States citizen.
G. CCL is a Delaware limited liability company with principal offices
located at Bank of America Center, 101 Convention Center Drive, Suite
850, Las Vegas, Nevada 89109. CCL is a newly formed limited liability
company for the purpose of acting as partner in entities which invest
directly or indirectly in securities. CCL is a General Partner of NAP.
CFP is the sole member of CCL.
H. CFP is a Nevada limited partnership with principal offices located at
Bank of America Center, 101 Convention Center Drive, Suite 850, Las
Vegas, Nevada, 89109. CFP is a limited partnership formed for the
purpose of investing in securities. CFP is the sole member of CCL. CGN
is the general partner of CFP.
I. CGN is a Nevada corporation with principal offices located at Bank of
America Center, 101 Convention Center Drive, Suite 850, Las Vegas,
Nevada, 89109. CGN is a corporation formed to be the general partner of
CFP. CGN is the general partner of CFP. Conese is the sole stockholder
of CGN. The directors of CGN are Eugene P. Conese, Jr., Deborah A.
Conese Eagan and Mark P. Conese, all of whom are children of Conese. The
officers of CGN are Eugene P. Conese, Jr. and Deborah A. Conese Eagan.
J. Conese's business address is 55 Alhambra Plaza, Suite 600, Coral Cables,
Florida, 33134. Conese was the Chairman of the Board of Directors and
Chief Executive Officer of Greenwich Air Services since October 1987
until its sale to General Electric in September
13
<PAGE> 14
1997. Conese was also the founder, principal stockholder, Chief
Executive Officer and Chairman of the Board of The Greenwich Company,
Ltd. ("GCL"), a private holding company formed in 1980, which acquired
Greenwich Air Services in October 1987 and which was subsequently sold
to General Electric in September 1997. Prior to acquiring Greenwich Air
Services, GCL acquired Haskon Corporation ("Haskon"), a manufacturer of
specialized seals for aircraft and aircraft engines and founded EPCO
Technologies, Inc. ("EPCO"), a company which produces specialty plastic
components for consumer products. Haskon and EPCO were both sold to
B.T.R. in 1988, and GCL was merged with and into Greenwich Air Services
as of December 30, 1995. From 1970 to 1979, Conese served as President,
Chief Executive Officer and member of the Board of Directors of Irvin
Industries, Inc., an American Stock Exchange listed company engaged in
the manufacture and distribution of a number of products for the
aerospace and automotive industries. Conese is Chairman of World Air
Lease, Inc. and is a consultant to General Electric Company's Engine
Services Group. He is a member of the Board of Directors of Trans World
Airlines, Inc. and Renex Corporation where he serves as Chairman of the
Compensation Committee. He is also on the Board of Trustees of Iona
College and is a Board member of the Conese Foundation. Conese is a
United States citizen.
During the last five years, none of the Reporting Persons have been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors) or
were a party to a civil proceeding of a judicial or administrative body as a
result of which any of such persons was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds used to make the purchases of shares of Common Stock of
Issuer described in Item 5 below was $13,262,557 of NAP's working capital. The
source of these funds was equal contributions from NAG and CCL to NAP.
NAG obtained its funding from Kincaid Capital, its general partner, as well as
from its limited partners. Kincaid Capital obtained its funding from Kincaid,
Jones and Komnenovich who used their personal funds.
CCL obtained its funding from CFP, its sole member. CFP obtained its funds from
Conese, one of its limited partners, who used his personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock of the Issuer because it
believed it to be a favorable investment opportunity. Kincaid, Jones,
Komnenovich and Conese bring many years of experience in Issuer's business and
plan to offer assistance to Issuer's management in an attempt to
14
<PAGE> 15
increase shareholder value. This assistance may include representation on
Issuer's Board of Directors.
The Reporting Persons intend to review their investment in the Issuer on a
continuing basis and, depending on various factors, including the Issuer's
business, affairs and financial position, other developments concerning the
Issuer, the price level of the Common Stock, conditions in the securities
markets and general economic and industry conditions, as well as other
investment opportunities available to them, may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate in light
of the circumstances existing from time to time. Such actions may include,
without limitation, the purchase of additional Common Stock in the open market
and in block trades, in privately negotiated transactions or otherwise, the sale
at any time of all or portion of the Common Stock now owned or hereafter
acquired by them to one or more purchasers, or the distribution in kind at any
time of all or a portion of the Common Stock now owned or hereafter acquired by
them.
Although there are currently no firm intentions or specific plans with respect
thereto, in the future, actions with respect to the investment in the Issuer may
include exploring with management of the Issuer the possibility of, or seeking
to influence management of the Issuer with respect to, board representation,
business strategies, or mergers, business combinations, recapitalizations, sales
of assets, negotiated or open-market stock repurchases or other extraordinary
corporate transactions. The Reporting Persons may in the future consider a
variety of different alternatives to achieving such actions, including
negotiated transactions, tender offers, proxy contests or other actions.
However, it should not be assumed that the Reporting Persons will take any of
the foregoing actions. The Reporting Persons reserve the right to participate,
alone or with others, in plans, proposals or transactions of a similar or
different nature with respect to the Issuer or its securities.
Except as set forth above, as of the date of this statement none of the
Reporting Persons has any plans or proposals, which relate to or would result in
any of the actions set forth in parts (a) through (j) of Item 4. Such persons
may at any time reconsider and change their plans or proposals relating to the
foregoing.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The Reporting Persons beneficially own 1,265,000 shares of Common Stock
representing 6.6% of such class of securities. The percentage of shares of
Common Stock reported beneficially owned is based upon 19,057,992 shares
outstanding at August 5, 1998, as reflected in the Issuer's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1998, as filed with the
Securities Exchange Commission. NAP has sole voting and dispositive power and
the other Reporting Persons share voting and dispositive power with respect to
the Shares.
The trading dates, number of shares purchased, price per share, and total price
paid by NAP during the past sixty (60) days is as follows:
15
<PAGE> 16
<TABLE>
<CAPTION>
PRICE PER
DATE NO. OF SHARES SHARE TOTAL PRICE
<S> <C> <C> <C>
October 5, 1998(1) 20,000 $ 10.06 $ 202,055
October 6, 1998(1) 20,000 10.03 201,430
October 7, 1998(1) 40,000 10.01 402,357
October 8, 1998(1) 20,000 10.04 201,626
October 8, 1998(1) 4,200 9.76 41,186
October 9, 1998(1) 35,800 10.06 361,675
October 13, 1998(1) 60,000 9.96 600,311
October 14, 1998(1) 30,000 9.93 299,330
October 15, 1998(1) 20,000 10.04 201,743
October 19, 1998(1) 10,000 11.25 112,905
October 21, 1998 200,000 10.39 2,107,098
October 22, 1998 150,000 10.50 1,596,593
October 23, 1998 25,000 10.45 261,255
October 27, 1998 180,800 10.38 1,878,300
October 28, 1998 200,000 10.18 2,037,505
November 3, 1998 85,200 10.87 119,630
November 4, 1998 153,000 11.18 1,711,004
Total 1,265,000 $13,262,557
</TABLE>
(1) Shares purchased by Kincaid were contributed "at cost" to NAG on October 20,
1998, which in turn contributed these shares "at cost" to NAP on October 30,
1998
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described above, the Reporting Persons have no contracts,
arrangements, understandings or relationship with respect to the securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Agreement among the Reporting Persons regarding filing a joint
Schedule 13D
16
<PAGE> 17
SIGNATURE
The undersigned, after reasonable inquiry and to the best of their knowledge and
belief, certify that the information set forth in this statement is true,
complete and correct.
Dated: November 6, 1998 NOLAN ACQUISITION PARTNERS
By: Nolan Acquisition Group, L.P.,
its Managing General Partner
By: Kincaid Capital Group, a Texas
corporation, its General Partner
By: /s/ Richard Jones
-------------------------------
Print Name: Richard Jones
Title: Senior Vice President
Dated: November 6, 1998 NOLAN ACQUISITION GROUP, L.P.
By: Kincaid Capital Group, a Texas
corporation, its General Partner
By: /s/ Richard Jones
-----------------------------------
Print Name: Richard Jones
Title: Senior Vice President
Dated: November 6, 1998 KINCAID CAPITAL GROUP, a Texas corporation
By: /s/ Richard Jones
---------------------------------------
Print Name: Richard Jones
Title: Senior Vice President
Dated: November 6, 1998 /s/ Thomas R. Kincaid
-------------------------------------------
Thomas R. Kincaid
Dated: November 6, 1998 /s/ Richard Jones
-------------------------------------------
Richard Jones
Dated: November 6, 1998 /s/ Dan Komnenovich
-------------------------------------------
Dan Komnenovich
<PAGE> 18
Dated: November 6, 1998 CONESE CAPITAL, L.L.C.
By: Conese Family Partnership
(Nevada), L.P., its sole member
By: Conese General Partner (Nevada),
Inc., its General Partner
By: /s/ Eugene P. Conese, Jr.
-------------------------------
Print Name: Eugene P. Conese, Jr.
Title: Vice President
Dated: November 6, 1998 CONESE FAMILY PARTNERSHIP
(NEVADA), L.P.
By: Conese General Partner (Nevada), Inc.,
its General Partner
By: /s/ Eugene P. Conese, Jr.
---------------------------------------
Print Name: Eugene P. Conese, Jr.
Title: Vice President
Dated: November 6, 1998 CONESE GENERAL PARTNER (NEVADA), INC.
By: /s/ Eugene P. Conese, Jr.
---------------------------------------
Print Name: Eugene P. Conese, Jr.
Title: Vice President
Dated: November 6, 1998 /s/ Eugene P. Conese
-------------------------------------------
Eugene P. Conese
<PAGE> 1
EXHIBIT 1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement of Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or her contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other, except to the extent that he or she knows of or has reason to believe
that such information is not accurate.
Dated: November 6, 1998 NOLAN ACQUISITION PARTNERS
By: Nolan Acquisition Group, L.P.,
its Managing General Partner
By: Kincaid Capital Group, a Texas
corporation, its General Partner
By: /s/ Richard Jones
-------------------------------
Print Name: Richard Jones
Title: Senior Vice President
Dated: November 6, 1998 NOLAN ACQUISITION GROUP, L.P.
By: Kincaid Capital Group, a Texas
corporation, its General Partner
By: /s/ Richard Jones
-----------------------------------
Print Name: Richard Jones
Title: Senior Vice President
Dated: November 6, 1998 KINCAID CAPITAL GROUP, a Texas corporation
By: /s/ Richard Jones
---------------------------------------
Print Name: Richard Jones
Title: Senior Vice President
Dated: November 6, 1998 /s/ Thomas R. Kincaid
-------------------------------------------
Thomas R. Kincaid
<PAGE> 2
Dated: November 6, 1998 /s/ Richard Jones
-------------------------------------------
Richard Jones
Dated: November 6, 1998 /s/ Dan Komnenovich
-------------------------------------------
Dan Komnenovich
Dated: November 6, 1998 CONESE CAPITAL, L.L.C.
By: Conese Family Partnership
(Nevada), L.P., its sole member
By: Conese General Partner (Nevada),
Inc., its General Partner
By: /s/ Eugene P. Conese, Jr.
-------------------------------
Print Name: Eugene P. Conese, Jr.
Title: Vice President
Dated: November 6, 1998 CONESE FAMILY PARTNERSHIP
(NEVADA), L.P.
By: Conese General Partner (Nevada), Inc.,
its General Partner
By: /s/ Eugene P. Conese, Jr.
----------------------------------
Print Name: Eugene P. Conese, Jr.
Title: Vice President
Dated: November 6, 1998 CONESE GENERAL PARTNER (NEVADA), INC.
By: /s/ Eugene P. Conese, Jr.
---------------------------------------
Print Name: Eugene P. Conese, Jr.
Title: Vice President
Dated: November 6, 1998 /s/ Eugene P. Conese
-------------------------------------------
Eugene P. Conese
