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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Gulfstream Aerospace Corporation
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
40273410
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(CUSIP Number)
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
* 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. 40273410 SCHEDULE 13G Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
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 CITZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 10,265,915
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 10,265,915
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,265,915
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40273410 SCHEDULE 13G Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Gulfstream Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,674,325
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,674,325
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,674,325
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40273410 SCHEDULE 13G Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Gulfstream Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,614,135
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 3,614,135
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,614,135
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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 Amendment No. 1 to the Schedule 13G 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 or 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 ss. 240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) |_| Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e) |_| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) |_| A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3)
(j) |_| Group in accordance with ss.240.13d-1(b)(l)(ii)(J).
None of the options apply. This Amendment No. 1 to the
Schedule 13G is being filed pursuant to Rule 13d-1(d).
Item 4. Ownership
(1) MBO-IV:
(a) Amount Beneficially Owned
MBO-IV, a New York limited partnership, directly owns
10,265,915 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 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 13.6% 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 -
10,265,915.
(ii) Shared power to vote or to direct the vote -
None.
(iii) Sole power to dispose or to direct the
disposition of - 10,265,915.
(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 2,674,325 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 B. Klinsky,
Winston W. Hutchins, John A. Sprague, is each a United
States citizen with his 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 3.5% 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 -
2,674,325.
(ii) Shared power to vote or to direct the vote -
None.
(iii) Sole power to dispose or to direct the
disposition of - 2,674,325.
(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 3,614,135 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 4.8% 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 -
3,614,135.
(ii) Shared power to vote or to direct the vote -
None.
(iii) Sole power to dispose or to direct the
disposition of - 3,614,135.
(iv) Shared power to dispose or to direct the
disposition of - None.
Item 5. Ownership of Five Percent or Less of a Class
Each of Gulfstream Partners and Gulfstream Partners II, L.P
beneficially own less than 5% of the outstanding Common
Stock of the Issuer.
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 Member of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
SIGNATURE
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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: June 1, 1998 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: June 1, 1998 Gulfstream Partners
By: FLC XXI Partnership, L.P.
General Partner
By: /s/ Winston W. Hutchins
-------------------------------
Winston W. Hutchins
General Partner
Dated: June 1, 1998 Gulfstream Partners II, L.P.
By: FLC XXIV Partnership
General Partner
By: /s/ Winston W. Hutchins
-------------------------------
Winston W. Hutchins
General Partner
