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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
--------
Gulfstream Aerospace Corporation
----------------------------------------------------------
(Name of Issuer)
Common Stock, par value $ .01
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(Title Class of Securities)
40273410
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(CUSIP Number)
* 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 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).
CUSIP No. 40273410 13G Page 2 of 12 Pages
---------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 19,467,013
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 19,467,013
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,467,013
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40273410 13G Page 3 of 12 Pages
---------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gulfstream Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,071,259
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 5,071,259
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,071,259
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40273410 13G Page 4 of 12 Pages
---------------- ----- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gulfstream Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 6,853,399
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 6,853,399
PERSON 8 SHARED DISPOSITIVE POWER
WITH None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,853,399
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1745 (2-95)
Item 1(a). Name of Issuer
Gulfstream Aerospace Corporation
Item 1(b). Address of Issuer's Principal Executive Offices
P.O. Box 2206
500 Gulfstream Road
Savannah, Georgia 31402-2206
Item 2(a). Name of Persons Filing
This statement is filed by (i)
Forstmann Little & Co.
Subordinated Debt and Equity
Management Buyout Partnership-IV
("MBO-IV"), (ii) Gulfstream
Partners and (iii) Gulfstream
Partners II, L.P.
Item 2(b). Address of Principal Business Office
is, if none, Residence
The address of the principal business
office of each Reporting Person is:
c/o Forstmann Little & Co.
767 Fifth Avenue
New York, New York 10153
Item 2(c). Citizenship
MBO-IV, Gulfstream Partners and
Gulfstream Partners II, L.P. are each
New York limited partnerships
Item 2(d). Title of Class of Securities
The Securities to which
this statement relates are
shares of Common Stock, par
value $ .01 per share, of
the Issuer ("Common Stock").
Item 2(e). CUSIP Number
The CUSIP Number for the Common Stock
is 40273410.
Item 3. If this statement is filed pursuant
to Rule 13d-1(b), or 3d-2(b), check
whether the person filing is a:
None of the options apply. This
Schedule 13G is being filed pursuant
to Rule 13d-1(c).
Item 4. Ownership
(1) MBO-IV:
(a) Amount Beneficially Owned
MBO-IV, a New York limited partnership,
directly owns 19,467,013 shares of Common
Stock. FLC Partnership, L.P., a New York
limited partnership having its principal
business office at the address set forth in
response to Item 2(b) of this statement, is
the general partner of MBO-IV and,
accordingly, may be deemed to share
beneficial ownership of these shares of
Common Stock, but specifically disclaims any
such beneficial ownership pursuant to Rule
13d-4. Theodore J. Forstmann, Nicholas C.
Forstmann, Steven B. Klinsky, Sandra J.
Horbach, Winston W. Hutchins and Thomas H.
Lister, each a United States citizen with his
or her principal place of business at the
address set forth in response to Item 2(b) of
this statement, are the general partners of
FLC Partnership, L.P. and (other than Ms.
Horbach and Mr. Lister, who do not have any
voting or investment power with respect to,
or any economic interest in the shares of
Common Stock owned by MBO-IV) may be deemed
to share beneficial ownership of these shares
of Common Stock. All the general partners of
FLC Partnership, L.P. specifically disclaim
any such beneficial ownership pursuant to
Rule 13d-4.
(b) Percent of Class
The Shares of Common Stock owned by MBO-IV
represent approximately 26.3% of the outstanding
Common Stock.
(c) Number of Shares as to which
such person has:
(i) sole power to vote or to
direct the vote -- 19,467,013.
(ii) shared power to vote or to
direct the vote -- None.
(iii) sole power to dispose
or to direct the
disposition of -- 19,467,013.
(iv) shared power to dispose or
to direct the disposition
of -- None.
(2) Gulfstream Partners:
(a) Amount Beneficially Owned
Gulfstream Partners, a New York
limited partnership, directly owns
5,071,259 shares of Common Stock.
FLC XXI Partnership, a New York
general partnership having its
principal business office at the
address set forth in response to Item
2(b) of this statement, is the
general partner of Gulfstream
Partners and, accordingly, may be
deemed to share beneficial ownership
of these shares of Common Stock, but
specifically disclaims any such
beneficial ownership pursuant to Rule
13d-4. Wm. Brian Little, Nicholas C.
Forstmann, Steven B. Klinsky, Winston
W. Hutchins, John A. Sprague, Wm.
Brian Little IRA, Winston W. Hutchins
IRA, John A. Sprague IRA and TJ/JA
L.P., a Delaware limited partnership,
are the general partners of FLC XXI
Partnership and may be deemed to
share beneficial ownership of these
shares of Common Stock, but
specifically disclaim any such
beneficial ownership pursuant to Rule
13d-4. Wm. Brian Little, Nicholas C.
Forstmann, Steven D. Klinsky, Winston
W. Hutchins, John A. Sprague, is each
a United States citizen with his or
her principal place of business at
the address set forth in response to
Item 2(b) of this statement. Wm.
Brian Little is the sole owner of Wm.
Brian Little IRA, his individual
retirement account. Winston W.
Hutchins is the sole owner of Winston
W. Hutchins IRA, his individual
retirement account. John A. Sprague
is the sole owner of John A. Sprague
IRA, his individual retirement
account. The general partner of
TJ/JA L.P. is Theodore J. Forstmann.
(b) Percent of Class
The shares of Common Stock owned by
Gulfstream Partners represents
approximately 6.9% of the outstanding
Common Stock.
(c) Number of Shares as to which
such person has:
(i) sole power to vote or to
direct the vote --
5,071,259.
(ii) shared power to vote or to
direct the vote -- None.
(iii) sole power to dispose
or to direct the
disposition of -- 5,071,259.
(iv) shared power to dispose or
to direct the disposition
of -- None.
(3) Gulfstream Partners II, L.P.:
(a) Amount Beneficially Owned
Gulfstream Partners II, L.P., a New York
limited partnership, directly owns
6,853,399 shares of Common Stock. FLC XXIV
Partnership, a New York general partnership
having its principal business office at the
address set forth in response to Item 2(b)
of this statement, is the general partner
of Gulfstream Partners II, L.P. and,
accordingly, may be deemed to share
beneficial ownership of these shares of
Common Stock, but specifically disclaims
any such beneficial ownership pursuant to
Rule 13d-4. Theodore J. Forstmann,
Nicholas C. Forstmann, Wm. Brian Little,
John A. Sprague, Steven B. Klinsky, Sandra
J. Horbach and Winston W. Hutchins, each a
United States citizen with his or her
principal place of business at the address
set forth in response to Item 2(b) of this
statement, are the general partners of FLC
XXIV Partnership and may be deemed to share
beneficial ownership of these shares of
Common Stock, but specifically disclaim any
such beneficial ownership pursuant to Rule
13d-4.
(b) Percent of Class
The shares of Common Stock owned by Gulfstream
Partners II, L.P. represent approximately 9.3% of
the outstanding Common Stock.
(c) Number of shares as to which
such person has:
(i) sole power to vote or to
direct the vote -- 6,853,399.
(ii) shared power to vote or to
direct the vote -- None.
(iii) sole power to dispose
or to direct the
disposition of -- 6,853,399.
(iv) shared power to dispose or
to direct the disposition
of -- None.
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.
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
Not Applicable.
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.
Date: February 11, 1997 Forstmann Little & Co. Subordinated
Debt and Equity Management
Buyout Partnership-IV
By: FLC Partnership, L.P.
General Partner
By: /s/ Winston W. Hutchins
--------------------------------
Winston W. Hutchins
General Partner
Dated: February 11, 1997 Gulfstream Partners
By: FLC XXI Partnership, L.P.
General Partner
By: /s/ Winston W. Hutchins
--------------------------------
Winston W. Hutchins
General Partner
Dated: February 11, 1997 Gulfstream Partners II, L.P.
By: FLC XXIV Partnership,
General Partner
By: /s/ Winston W. Hutchins
--------------------------------
Winston W. Hutchins
General Partner
