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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
flightserv.com
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(Name of Issuer)
Common Stock, $.04 par value per share
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(Title of Class of Securities)
74266 K307
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(CUSIP Number)
Edward J. Hardin
Rogers & Hardin, LLP
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303-1601
Tel No.: 404-522-4700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 23, 2000
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(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.
(Continued on following pages)
(Page 1 of 5 Pages)
*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).
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CUSIP NO. 74266K307 PAGE 2 OF 5 PAGES
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SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Beverly Lance
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 700,000 (1)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8
SHARED VOTING POWER
2,269,000 (2)
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9
SOLE DISPOSITIVE POWER
700,000 (1)
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10
SHARED DISPOSITIVE POWER
2,269,000 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,969,000 (3)
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
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CUSIP NO. 74266K307 PAGE 3 OF 5 PAGES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.78%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 700,000 shares which the Reporting Person has the
right to acquire pursuant to immediately exercisable options
granted to the Reporting Person.
(2) Includes 2,269,000 shares owned by the Lance Children's Trust
of which the Reporting Person is the sole trustee.
(3) Includes 700,000 shares which the Reporting Person has the
right to acquire pursuant to immediately exercisable options
and 2,269,000 shares owned by the Lance Children's Trust of
which the Reporting Person is the sole trustee.
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Children's Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
2,269,000 (1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
2,269,000 (1)
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CUSIP NO. 74266K307 PAGE 4 OF 4 PAGES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,269,000 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.85%
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14 TYPE OF REPORTING PERSON*
OO
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(1) Includes 2,269,000 shares owned by the Lance Children's Trust. C.
Beverly Lance, as sole trustee of the Lance Children's Trust, may be deemed to
be the beneficial owner of the 2,269,000 shares owned by the Lance Children's
Trust.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D relates to the shares of common
stock, $0.04 par value per share (the "Common Stock"), of flightserv.com (the
"Company"). Items 1 and 5 of the Schedule 13D filed by C. Beverly Lance and
the Lance Children's Trust are amended as set forth below.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Schedule
relates is common stock, $0.04 par value per share ("Common Stock"), issued by
flightserv.com (the "Company"), the principal executive offices of which are
located at 3343 Peachtree Road, N.E., Suite 530, Atlanta, Georgia 30326.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and 5(b) are amended to read as follows:
(a)-(b) C. Beverly Lance may be deemed to be the beneficial
owner of 2,269,000 shares of Common Stock (approximately
8.96%), 700,000 of such shares are shares which Mr. Lance has
the right to acquire pursuant to immediately exercisable
options granted to him to acquire shares from the Company. The
remaining 2,269,000 shares of Common Stock are shares owned by
the Lance Children's Trust. Mr. Lance is the sole trustee of
the Lance Children's Trust and, as such, has the sole power to
vote and dispose of the shares owned by the Lance Children's
Trust. Mr. Lance's minor children are the beneficiaries of the
Lance Children's Trust, but have no power to vote or dispose
of the shares owned by the Lance Children's Trust. Mr. Lance's
children are also beneficiaries of the HJR Trust, which is a
50% partner in K&L Partnership ("K&L"), a Georgia general
partnership, which owns 688,000 shares of the Company's Common
Stock. The HJR Trust's sole trustee is C. Frank Moore and
neither Mr. Lance nor the Lance Children's Trust has the power
to vote or dispose of any shares beneficially owned by the HJR
Trust. As a result, both Mr. Lance and the Lance Children's
Trust disclaim beneficial ownership of any shares beneficially
owned by the HJR Trust. In addition to the 700,000 shares
issuable upon the exercise of options which are currently
exercisable, Mr. Lance holds options to acquire an additional
3,700,000 shares which are subject to stockholder approval.
Upon receipt of stockholder approval,
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CUSIP NO. 74266K307 PAGE 5 OF 5 PAGES
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such shares will become immediately exercisable. The
percentage of outstanding shares of Common Stock owned by C.
Beverly Lance has been computed based on the total outstanding
shares of Common Stock as of June 9, 2000 as indicated in the
Company's Proxy Statement filed on June 19, 2000, plus the
700,000 shares that are issuable upon the exercise of
immediately exercisable options and are not currently
outstanding. The percentage of outstanding shares of Common
Stock owned by the Lance Children's Trust has been computed
based on the total outstanding shares of Common Stock as of
June 9, 2000 as indicated in the Company's Proxy Statement
filed on June 19, 2000.
Item 5(c) is amended to add the following paragraph:
On March 17, 2000, the Lance Children's Trust gifted
331,000 shares of the Common Stock to a 501(c)(3) Non-Profit
Organization. The closing price of the Common Stock on the
American Stock Exchange on the date of the gift was $6.9375.
On June 23, 2000, the Lance Children's Trust gifted 1,000,000
shares of the Common Stock to a 501(c)(3) Non-Profit
Organization. The closing price of the Common Stock on the
date of the gift was $1.3125.
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: July 7, 2000 By: /s/ C. Beverly Lance
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C. Beverly Lance
LANCE CHILDREN'S TRUST
Dated: July 7, 2000 By: /s/ C. Beverly Lance
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C. Beverly Lance, Trustee
