<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
CCAIR, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
124868100
(CUSIP Number)
George Murnane III
65 East 96th Street, Apt. 14A
New York, New York 10128
(212) 831-0496
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 11, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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.
*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).
(Continued on following page(s))
Page 1 of 12 Pages
Exhibit Index Appears on Page 12
<PAGE> 2
CUSIP No. 124868100 SCHEDULE 13D Page 2 of 12 Pages
- --------------------------------------------------------------------------------
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
Barlow Partners, L.P.
Applied For
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) OO - Partnership Contributions
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Texas
- --------------------------------------------------------------------------------
(7) Sole Voting Power 510,200(1) - See Responses to
Number of Items 5 and 6
Shares Bene- -------------------------------------------------------------
ficially (8) Shared Voting Power -0-
Owned by -------------------------------------------------------------
Each (9) Sole Dispositive Power 510,200(1) - See Responses to
Reporting Items 5 and 6
Person With -------------------------------------------------------------
(10) Shared Dispositive Power -0-
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 510,200
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 6.6%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) PN
- --------------------------------------------------------------------------------
(1) The voting and dispositive power with respect to the shares of
Common Stock held by Barlow Partners, L.P. ("Barlow Partners") may,
under certain circumstances, be deemed to be shared with, or may be
exercised by, the limited partners of Barlow Partners, as further
described in Item 6 hereof.
<PAGE> 3
CUSIP No. 124868100 SCHEDULE 13D Page 3 of 12 Pages
- --------------------------------------------------------------------------------
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
George Murnane III
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
(7) Sole Voting Power -0-
Number of -------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 510,200(1) - See Responses to
ficially Items 5 and 6
Owned by -------------------------------------------------------------
Each (9) Sole Dispositive Power -0-
Reporting -------------------------------------------------------------
Person With (10) Share Dispositive Power 510,200(1) - See Responses to
Items 5 and 6
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
510,200-See Responses to Items 5 and 6
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 6.6%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as general partner of Barlow Partners, L.P.
On the basis of certain provisions of the Agreement of Limited
Partnership of Barlow Partners, L.P. (the "Partnership Agreement"),
Mr. Murnane may be deemed to beneficially own the shares of Common
Stock beneficially owned by Barlow Partners. Additionally, the
voting and dispositive power with respect to the Common Stock may,
under certain circumstances, be deemed to be shared with the
limited partners of Barlow Partners as described in Item 6 hereof.
<PAGE> 4
CUSIP No. 124868100 SCHEDULE 13D Page 4 of 12 Pages
- --------------------------------------------------------------------------------
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
Alexius A. Dyer III
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power -0-
Shares Bene- (8) Shared Voting Power 20,000(1) - See Responses to
ficially Items 5 and 6
Owned by (9) Sole Dispositive Power -0-
Each (10) Shared Dispositive Power 20,000(1) - See Responses to
Reporting Items 5 and 6
Person With
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,000-See Responses to Items 5 and 6
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) .26%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as a limited partner of Barlow Partners,
L.P. On the basis of certain provisions of the Partnership
Agreement, Mr. Dyer may be deemed to beneficially own the shares of
Common Stock beneficially owned by Barlow Partners that are
attributable to such limited partnership interest.
<PAGE> 5
CUSIP No. 124868100 SCHEDULE 13D Page 5 of 12 Pages
- --------------------------------------------------------------------------------
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
Jonathan G. Ornstein
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [X]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
(7) Sole Voting Power -0-
Number of -------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 370,200(1) - See Responses to
ficially Items 5 and 6
Owned by -------------------------------------------------------------
Each (9) Sole Dispositive Power -0-
Reporting -------------------------------------------------------------
Person With (10) Shared Dispositive Power 370,200(1) - See Responses to
Items 5 and 6
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person-370,200-See
Responses to Items 5 and 6
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 4.78%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as a limited partner of Barlow Partners,
L.P. On the basis of certain provisions of the Partnership
Agreement, Mr. Ornstein may be deemed to beneficially own the
shares of Common Stock beneficially owned by Barlow Partners that
are attributable to such limited partnership interest.
<PAGE> 6
CUSIP No. 124868100 SCHEDULE 13D Page 6 of 12 Pages
- --------------------------------------------------------------------------------
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
James E. Swigart
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions) Not Applicable
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- --------------------------------------------------------------------------------
(7) Sole Voting Power -0-
Number of -------------------------------------------------------------
Shares Bene- (8) Shared Voting Power 100,000(1) - See Responses to
ficially Items 5 and 6
Owned by -------------------------------------------------------------
Each (9) Sole Dispositive Power -0-
Reporting -------------------------------------------------------------
Person With (10) Shared Dispositive Power 100,000(1) - See Responses to
Items 5 and 6
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
100,000-See Responses to Items 5 and 6
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 1.29%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
(1) Solely in his capacity as a limited partner of Barlow Partners,
L.P. On the basis of certain provisions of the Partnership
Agreement, Mr. Swigart may be deemed to beneficially own the shares
of Common Stock beneficially owned by Barlow Partners that are
attributable to such limited partnership interest.
<PAGE> 7
CUSIP No. 124868100 SCHEDULE 13D Page 7 of 12 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Statement") relates to the Common
Stock, par value $.01 per share (the "Common Stock"), of CCAIR, Inc., a
Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 4700 Yorkmont Road, Second Floor, Charlotte, North
Carolina 28208.
ITEM 2. IDENTITY AND BACKGROUND
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Statement on behalf of
Barlow Partners, L.P., a Texas limited partnership ("Barlow Partners"), George
Murnane III ("Murnane"), Jonathan G. Ornstein ("Ornstein"), Alexius A. Dyer III
("Dyer") and James E. Swigart ("Swigart"). Barlow Partners, Murnane, Ornstein,
Dyer and Swigart are sometimes hereinafter referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
As a result of the Agreement of Limited Partnership of Barlow
Partners, L.P. (the "Partnership Agreement"), which is further described in
Item 6 hereof, the limited partners in Barlow Partners may be deemed to share
voting and dispositive power with the general partner of Barlow Partners over
shares of the Common Stock beneficially owned by Barlow Partners. Except to
the extent reported herein, each Reporting Person disclaims beneficial
ownership of any shares that may be deemed to be owned by a limited or general
partner in Barlow Partners.
(b)-(c)
BARLOW PARTNERS, L.P.
Barlow Partners is a Texas limited partnership the principal business of
which is to acquire, hold, trade, invest in and deal with securities of the
Issuer. The principal business address of Barlow Partners, which also serves
as its principal office, is 65 East 96th Street, Apt. 14A, New York, New York
10128. The sole general partner of Barlow Partners is George Murnane III.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to George Murnane III is set forth below.
MURNANE
George Murnane III, the sole general partner of Barlow Partners, is a
citizen of the United States of America and his principal business address is
65 East 96th Street, Apt. 14A, New York, New York 10128.
<PAGE> 8
CUSIP No. 124868100 SCHEDULE 13D Page 8 of 12 Pages
DYER
Alexius A. Dyer III is a citizen of the United States of America and his
principal business address is 481 Manor Ridge Drive, Atlanta, Georgia 30305.
ORNSTEIN
Jonathan G. Ornstein is a citizen of the United States of America and
his principal business address is 7400 Gainey Club Drive, Unit 140, Scottsdale,
Arizona 85258.
SWIGART
James E. Swigart is a citizen of the United States of America and his
principal business address is rue de Percke, 127, 1180 Brussels, Belgium.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Jonathan G. Ornstein was the subject of censures entered by the
National Association of Securities Dealers, Inc. and the American Stock
Exchange, Inc. on January 28, 1991 and December 16, 1992, respectively, in
connection with certain self-regulatory proceedings by such organizations
pursuant to which Mr. Ornstein was assessed fines aggregating $30,000 and was
required to refrain from engaging in the securities brokerage business through
the period ended December 16, 1994. Mr. Ornstein is not currently employed in
the securities brokerage business. Except as set forth in this Item 2, none of
the entities or persons identified in this Item 2 has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Common Stock are as follows:
<PAGE> 9
CUSIP No. 124868100 SCHEDULE 13D Page 9 of 12 Pages
<TABLE>
<CAPTION>
Reporting Person Source of Funds Amount of Funds
- ---------------- --------------- ---------------
<S> <C> <C>
Barlow Partners, L.P. Other (1) $956,625 (2)
George Murnane III Not Applicable Not Applicable
Alexius A. Dyer III Not Applicable Not Applicable
Jonathan G. Ornstein Not Applicable Not Applicable
James E. Swigart Not Applicable Not Applicable
</TABLE>
(1) Contributions from partners.
(2) Based on the closing price of the Common Stock on December 19, 1996.
See Item 5(c) herein.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired and continue to hold the shares of the
Common Stock reported herein for investment purposes. Depending on market
conditions and other factors that each of the Reporting Persons may deem
relevant to its investment decision, such Reporting Person may purchase
additional shares of the Common Stock in the open market or in private
transactions. Depending on these same factors, and subject to the Partnership
Agreement described in Item 6 herein, each Reporting Person may sell all or a
portion of the shares of the Common Stock that it now owns or hereafter may
acquire on the open market or in private transactions.
The Issuer has advised the Reporting Persons that it intends to offer
the Reporting Persons a seat on the Issuer's Board of Directors.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
At November 8, 1996, the Issuer had 7,740,695 shares of Common Stock
outstanding.
(a)
BARLOW PARTNERS
The aggregate number of shares of the Common Stock that Barlow Partners
owns beneficially, pursuant to Rule 13d-3 under the Act, is 510,200, which
constitutes approximately 6.6% of the 7,740,695 shares of such stock
outstanding as of November 8, 1996.
<PAGE> 10
CUSIP No. 124868100 SCHEDULE 13D Page 10 of 12 Pages
MURNANE
Because of his position as the general partner of Barlow Partners, and
on the basis of certain provisions of the Partnership Agreement, Murnane may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 510,200 shares
of the Common Stock, which constitutes approximately 6.6% of the 7,740,695
shares of such stock outstanding as of November 8, 1996.
DYER
Because of his position as a limited partner of Barlow Partners, and on
the basis of certain provisions of the Partnership Agreement, Dyer may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 20,000 shares
of the Common Stock, which constitutes approximately .26% of the 7,740,695
shares of such stock outstanding as of November 8, 1996.
ORNSTEIN
Because of his position as a limited partner of Barlow Partners, and on
the basis of certain provisions of the Partnership Agreement, Ornstein may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 370,200 shares
of the Common Stock, which constitutes approximately 4.78% of the 7,740,695
shares of such stock outstanding as of November 8, 1996.
SWIGART
Because of his position as a limited partner of Barlow Partners, and on
the basis of certain provisions of the Partnership Agreement, Swigart may,
pursuant to Rule 13d-3 of the Act, be deemed to own beneficially 100,000 shares
of the Common Stock, which constitutes approximately 1.29% of the 7,740,695
shares of such stock outstanding as of November 8, 1996.
To the best knowledge of each of the Reporting Persons, other than as
set forth above, none of the persons named in response to Item 2(a) herein is
the beneficial owner of any shares of the Common Stock.
(b)
BARLOW PARTNERS
Barlow Partners has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 510,200 shares of Common Stock.
Additionally, the voting and dispositive power with respect to the shares of
Common Stock held by Barlow Partners may, under certain circumstances, be
deemed to be shared with, or may be exercised by, the limited and general
partners of Barlow Partners as further described in Item 6 hereof.
MURNANE
In his capacity as the general partner of Barlow Partners, Murnane has
the shared power to vote or to direct the vote and to dispose or to direct the
disposition of 510,200 shares of the Common Stock.
<PAGE> 11
CUSIP No. 124868100 SCHEDULE 13D Page 11 of 12 Pages
DYER
Because of his ownership of a limited partnership interest in Barlow
Partners, and on the basis of certain provisions of the Partnership Agreement,
Dyer may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 20,000 shares of Common Stock
beneficially owned by Barlow Partners attributable to his limited partnership
interest in Barlow Partners.
ORNSTEIN
Because of his ownership of a limited partnership interest in Barlow
Partners, and on the basis of certain provisions of the Partnership Agreement,
Ornstein may be deemed to have shared power to vote or to direct the vote and
to dispose or to direct the disposition of 370,200 shares of Common Stock
beneficially owned by Barlow Partners attributable to his limited partnership
interest in Barlow Partners.
SWIGART
Because of his ownership of a limited partnership interest in Barlow
Partners, and on the basis of certain provisions of the Partnership Agreement,
Swigart may be deemed to have shared power to vote or to direct the vote and to
dispose or to direct the disposition of 100,000 shares of Common Stock
beneficially owned by Barlow Partners attributable to his limited partnership
interest in Barlow Partners.
(c) The Reporting Persons made open market purchases of the 510,200
shares of Common Stock covered by this Statement beginning on August 26, 1996
and ending on December 18, 1996 at prices ranging from $1.5625 to $1.8125 per
share.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the shares of the Common Stock
in the past 60 days.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common stock owned by them.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The following description of the Agreement of Limited Partnership of
Barlow Partners, L.P. (the "Partnership Agreement"), does not purport to be
complete and is qualified in its entirety by reference to such Partnership
Agreement, which is being filed as an exhibit to this Statement. The
Partnership Agreement contains certain provisions, among other things,
regarding the right of partners to vote with respect to the disposition of
assets of the partnership. Pursuant to the Partnership Agreement, the
disposition of the Common Stock by the Partnership requires
<PAGE> 12
CUSIP No. 124868100 SCHEDULE 13D Page 12 of 12 Pages
the consent of all of the partners of the Partnership. The Partnership
Agreement is filed herewith as Exhibit 99.2 and reference hereby is made to
such document.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 24.1 Power of Attorney granting authority to sign on behalf of the
persons filing this Schedule 13D, filed herewith.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2 Agreement of Limited Partnership of Barlow Partners, L. P., filed
herewith.
<PAGE> 13
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
BARLOW PARTNERS, L.P.
/s/ George Murnane III
------------------------------------------
By:George Murnane III
General Partner
/s/ George Murnane III
------------------------------------------
George Murnane III
/s/ George Murnane III
------------------------------------------
George Murnane III
Attorney-in-Fact for each of:
Alexius A. Dyer III (1)
Jonathan G. Ornstein (1)
James E. Swigart (1)
(1) A Power of Attorney authorizing George Murnane III to act on behalf of
Alexius A. Dyer III, Jonathan G. Ornstein and James E. Swigart is
attached hereto as Exhibit 24.1.
<PAGE> 14
EXHIBIT INDEX
Exhibit 24.1 Power of Attorney granting authority to sign on behalf of the
persons filing this Schedule 13D, filed herewith.
Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.2 Agreement of Limited Partnership of Barlow Partners, L. P., filed
herewith.
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Alexius A. Dyer
III, Jonathan G. Ornstein and James E. Swigart (the "Grantors"), have made,
constituted and appointed, and by these presents do make, constitute and
appoint George Murnane III, with full power of substitution, their true and
lawful attorney, for them and in their name, place and stead to execute,
acknowledge, deliver and file a Schedule 13D required by Section 13 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, respecting securities of CCAIR, Inc. beneficially owned
by the Grantors.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the Grantors in favor of persons other than those named herein.
The Grantors agree and represent to those dealing with their
attorney-in-fact herein, George Murnane III, that this Power of Attorney may be
voluntarily revoked only by written notice to such attorney-in-fact, delivered
by registered mail or certified mail, return receipt requested.
WITNESS THE EXECUTION HEREOF, December 20, 1996.
/s/ Alexius A. Dyer III
------------------------------------------
Alexius A. Dyer III
/s/ Jonathan G. Ornstein
------------------------------------------
Jonathan G. Ornstein
/s/ James E. Swigart
------------------------------------------
James E. Swigart
<PAGE> 1
EXHIBIT 99.1
JOINT FILING AGREEMENT FOR SCHEDULE 13D
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of them in the
capacities set forth hereinbelow.
BARLOW PARTNERS, L.P.
/s/ George Murnane III
------------------------------------------
By:George Murnane III
General Partner
/s/ George Murnane III
------------------------------------------
George Murnane III
/s/ George Murnane III
------------------------------------------
George Murnane III
Attorney-in-Fact for each of:
Alexius A. Dyer III (1)
Jonathan G. Ornstein (1)
James E. Swigart (1)
(1) A Power of Attorney authorizing George Murnane III to act on behalf of
Alexius A. Dyer III, Jonathan G. Ornstein and James E. Swigart is
attached hereto as Exhibit 24.1.
<PAGE> 1
EXHIBIT 99.2
AGREEMENT OF LIMITED PARTNERSHIP
OF
BARLOW PARTNERS, L.P.
This Agreement of Limited Partnership of Barlow Partners, L.P. (the
"Agreement"), is entered into by and between George Murnane III as the general
partner (the "General Partner") and Jonathan G. Ornstein, Alexius A. Dyer III
and James E. Swigart as the limited partners (the "Limited Partners"). The
General Partner and the Limited Partners shall be collectively referred to as
the "Partners" and individually as a "Partner."
In consideration of the mutual covenants set forth in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the General Partner and the Limited Partners agree as
follows:
ARTICLE I
FORMATION
1.1 AGREEMENT. The Partners hereby establish Barlow Partners,
L.P. as a limited partnership (the "Partnership") pursuant to the Texas Revised
Limited Partnership Act, Texas Revised Civil Statutes, Article 6132a-1 (the
"Act").
1.2 FILING. The General Partner shall execute and file on behalf of
the Partners and the Partnership an appropriate Certificate of Limited
Partnership with the Secretary of State of Texas.
1.3 OFFICE ADDRESS, REGISTERED OFFICE AND AGENT. The principal place
of business and the principal office of the Partnership will be 65 East 96th
Street, Apt. 14A, New York, New York or at such other place as is determined by
the General Partner. The registered agent and registered office of the
Partnership will be CT Corporation System, 350 North St. Paul Street, Dallas,
Texas 75201.
ARTICLE II
NAME, BUSINESS, TERM AND PARTNERSHIP INTERESTS
2.1 PARTNERSHIP NAME. The business of the Partnership shall be
conducted under the name "Barlow Partners, L.P."
2.2 CHARACTER OF BUSINESS. The principal business of the Partnership
will be to acquire, own, hold for investment, purchase, deal in, and ultimately
to sell or otherwise dispose of securities issued by CCAIR, Inc. (the
"Securities"), and, with the unanimous written consent of the Partners, equity
securities and debt instruments issued by other issuers.
<PAGE> 2
2.3 TERM. The term of the Partnership shall be for a period of ten
years unless earlier dissolved and liquidated as provided in this Agreement.
2.4 PARTNERSHIP INTERESTS. The Partners' percentage interests in the
income, gains, losses, deductions, voting rights and distributions, as may be
affected by the terms of this Agreement (the "Partnership Interests") are as
set forth on Schedule I attached hereto, as the same may be amended from time
to time.
ARTICLE III
CAPITAL CONTRIBUTIONS
3.1 CAPITAL CONTRIBUTIONS. Upon the execution of this Agreement,
each Partner shall contribute to the Partnership the consideration set forth
opposite his name as set forth on Schedule I attached hereto. No interest
shall be paid by the Partnership by reason of any capital contribution made by
a Partner, whether consisting of property, services or cash. Except as
otherwise provided in this Agreement, each Partner shall be entitled to
withdraw from the Partnership and to demand the return of all or any part of
his or its contribution to the capital of the Partnership. The withdrawal of a
Partner from the Partnership shall not effect the dissolution of the
Partnership so long as, after such withdrawal, (i) the Partnership continues to
have at least two Partners or (ii) the Partnership has only one remaining
Partner and such remaining Partner elects to continue the business of the
Partnership and admits at least one additional Person as a Partner of the
Partnership.
3.2 ADDITIONAL CONTRIBUTIONS. No Partner shall be required to make
any additional capital contributions to the Partnership. By unanimous written
consent of the Partners, the Partners may contribute additional capital to the
Partnership in the amounts as agreed upon by the Partners and Schedule I shall
be amended to reflect such additional contributions.
3.3 CAPITAL ACCOUNTS. The Partnership shall establish and maintain a
capital account ("Capital Account") for each Partner in accordance with Section
704(b) of the Internal Revenue Code of 1986, as amended (the "Code") and
Treasury Regulations Section 1.704-1(b)(2)(iv). Except as otherwise provided
in this Agreement, the Capital Account balance of each Partner shall be
credited (increased) by (i) the amount of cash contributed by such Partner to
the capital of the Partnership, (ii) the fair market value of property
contributed by such Partner to the capital of the Partnership (net of
liabilities secured by such property that the Partnership assumes or takes
subject to under Code Section 752), and (iii) such Partner's allocable share of
Partnership income and gain (or items thereof) including income and gain exempt
from federal taxation and income and gain attributable to adjustments to
reflect book value pursuant to Regulations' Section 1.704-1(b)(2)(iv)(g), but
excluding income and gain attributable to tax items which differ as a result of
the revaluation of Partnership property as described in Regulations' Section
1.704-1(b)(4), and the Capital Account balance of each Partner shall be debited
(decreased) by (i) the amount of cash distributed to such Partner, (ii) the
fair market value of property distributed to such Partner (net of liabilities
secured by such property which the Partner assumes or takes subject to under
Code Section 752), (iii) such Partner's allocable share of expenditures of the
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<PAGE> 3
Partnership described in Code Section 705(a)(2)(B), and (iv) such Partner's
allocable share of Partnership losses, depreciation and other deductions (or
items thereof) including loss and deduction attributable to adjustments to
reflect book value pursuant to Regulations' Section 1.704-1(b)(2)(iv)(g) but
excluding expenditures described in (iii) above and loss or deduction
attributable to tax items which differ as a result of the revaluation of
Partnership property as described in Regulations' Section 1.704-1(b)(4)(i) and
(ii). Notwithstanding the foregoing, a Partner's Capital Account shall not be
adjusted to reflect gain or loss attributable to the disposition of property
contributed by such Partner to the extent such Partner's Capital Account
reflected such inherent gain or loss in the property on the date of its
contribution to the Partnership.
ARTICLE IV
INCOME AND LOSSES
4.1 ACCOUNTING RECORDS. The Partnership shall keep books and
records, on the accrual basis, which shall be open for inspection and copying
by any Partner, in accordance with generally accepted accounting principles.
The fiscal year of the Partnership shall be the calendar year.
4.2 PROFITS AND LOSSES. All income, gains, losses and deductions of
the Partnership shall be allocated, for financial accounting and tax purposes,
among the Partners in accordance with their Partnership Interests.
4.3 DISTRIBUTIONS TO PARTNERS. Except upon liquidation as provided
in Section 7.2, all distributions of cash or property of the Partnership to the
Partners shall be made in accordance with their Partnership Interests. The
timing of all distributions of Partnership income and capital shall be as
unanimously agreed upon by the Partners.
4.4 SECTION 704(C) ALLOCATIONS. Notwithstanding anything to
the contrary contained herein, items of income, gain, loss and deduction with
respect to property, other than cash, contributed to the Partnership by a
Partner, shall be allocated among the Partners so as to take into account the
variation between the basis of the property to the Partnership and its fair
market value at the time of contribution as provided in Section 704(c) of the
Code and Regulations thereunder and Treasury Regulations Section
1.704-1(b)(2)(iv)(g).
4.5 LIMITATIONS ON ALLOCATIONS. Notwithstanding the provisions
contained in Sections 4.2 through 4.4 of this Agreement, should any provision
conflict with the provisions contained in Treasury Regulations Section 1.704-
1(b)(iv), the provisions of said Treasury Regulations shall apply so as to
cause the Partnership's provisions relating to allocations and distributions to
be in compliance with such Regulations.
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ARTICLE V
MANAGEMENT
5.1 POWERS AND DUTIES. The General Partner shall be responsible for
the operation and management of the business of the Partnership, and, except as
otherwise expressly provided in this Agreement, shall possess all rights and
powers generally conferred by applicable law. However, notwithstanding
anything to the contrary, no Partner, including the General Partner, has the
right or the power to do any of the following on behalf of the Partnership
unless and until the same has been authorized by the unanimous written consent
of the Partners:
(a) The merger or consolidation of the Partnership with any
other partnership, whether foreign or domestic;
(b) Any financing (including renewals, modifications or
extensions thereto) or refinancing;
(c) The issuance by the Partnership of additional Partnership
Interests;
(d) The admission to the Partnership of additional Partners;
(e) The sale or disposition of any asset of the Partnership;
and
(f) The dissolution and termination of the Partnership.
5.2 COMPENSATION OF PARTNERS. No Partner shall receive compensation
for the services it performs for the Partnership. However, each Partner shall
be reimbursed for actual substantiated expenditures incurred in administration
of the Partnership's business.
5.3 INDEMNIFICATION. Upon the determination as set forth in Section
11.06 of the Act that such indemnification is permissible under Section 11.02
of the Act, the Partnership (but not the Partners, directly or indirectly)
hereby indemnifies and holds harmless any person who is or was a Partner (and
its affiliates) against any and all losses, costs, expenses (including
reasonable attorneys' fees), penalties, taxes, fines, settlements, damages and
judgments resulting from the fact the Partner was, is or is threatened to be
named a defendant or respondent in a legal proceeding because such party was or
is a Partner in the Partnership, even if such losses, costs and expenses are
attributable to the Partner's negligence. However, this indemnification shall
only be effective if the Partner (i) acted in good faith, (ii) reasonably
believed that in instances that the Partner was acting in its official capacity
that its conduct was in the Partnership's best interest and in all other
instances that the Partner's conduct was not opposed to the Partnership's best
interests, and (iii) in a criminal proceeding, had no cause to believe its
conduct was unlawful. Notwithstanding the foregoing, this indemnification
shall not be applicable to a legal proceeding in which the Partner is found
liable for intentional misconduct, gross negligence or fraud in the performance
of the Partner's duty to the Partnership or the other Partners.
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<PAGE> 5
5.4 TAX MATTERS PARTNER. The General Partner is hereby designated
the "tax matters partner" of the Partnership and is authorized and required to
represent the Partnership (at the Partnership's expense) in connection with all
examinations of the Partnership's affairs by tax authorities. The Partnership
will reimburse the General Partner for all expenses incurred by it while acting
as the "tax matters partner".
5.5 TAX RETURNS. The General Partner shall cause to be
prepared and delivered to the Partners on or before seventy-five (75) days
following the end of each fiscal year, at the expense of the Partnership, all
federal and any required state and local income tax returns for the Partnership
for the preceding fiscal year. If the Partnership's income tax returns are
audited, the General Partner shall retain, at the expense of the Partnership,
accountants and other professionals to participate in such audit in order to
contest assertions by the auditing agent that may be materially adverse to the
Partners.
5.6 BANK ACCOUNTS. The General Partner, in the name of the
Partnership, shall open and maintain a special bank account for accounts in a
bank or savings and loan association, the deposits of which are insured by an
agency of the United States government, in which shall be deposited all funds
of the Partnership. There shall be no commingling of the property and assets
of the Partnership with the property and assets of any other person.
5.7 SUBSTITUTE AND ADDITIONAL GENERAL PARTNERS. To the extent
permitted under Texas law, the General Partner may, with the consent of at
least a Majority in Interest of the Partners, at any time designate additional
Persons to be General Partners, whose interest in the Partnership shall be such
as shall be agreed upon by the General Partner and such additional General
Partners, so long as the Partnership Interest of the Limited Partners shall not
be affected thereby.
ARTICLE VI
TRANSFER OF INTERESTS
6.1 GENERAL PROHIBITION. No Partner may sell, assign, transfer,
encumber or otherwise dispose of its Partnership Interest (a "Transfer"), or
any part thereof, without the prior written consent of the other Partners.
6.2 EFFECT OF ARTICLE. Any purported Transfer of Partnership
Interest consummated in violation of this Article shall be null and void and of
no force or effect. Any transferee acquiring an interest in the Partnership
shall acquire the same subject to all the terms and provisions of this
Agreement.
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ARTICLE VII
DISSOLUTION AND LIQUIDATION
7.1 DISSOLUTION. The Partnership shall dissolve upon the expiration
of its term as set forth in Section 2.3 above, or if sooner upon the happening
of one of the following events: (a) any event which, in the unanimous opinion
of the Partners, would make it in the best interests of the Partnership to be
dissolved; (b) the bankruptcy of the General Partner; or (c) the sale of all or
substantially all of the assets of the Partnership, and the receipt of all
payments with respect to such sale.
7.2 WINDING UP. Upon dissolution, the General Partner shall proceed
diligently to wind up the business and affairs of the Partnership, allocate
income and loss among the Partners and distribute its properties and assets, if
any. Distributions to Partners upon the liquidation of the Partnership shall
be made pro rata in accordance with the Partners' positive capital account
balances. Unless the Partners unanimously agree otherwise, the proceeds
received by the Partnership from the sale of the Securities shall be
distributed to the Partners in accordance with the Partner's positive capital
account balances.
7.3 DEFICIT CAPITAL ACCOUNT BALANCES. Upon liquidation of the
Partnership, no Partner with a deficit balance in its capital account shall
have any obligation to restore such deficit balance, or to make any
contribution to the capital of the Partnership, except to the extent such
Partner is personally liable to make contributions to the capital of the
Partnership pursuant to Article III of this Agreement.
7.4 SALES.
(a) Notwithstanding any other provision herein to the
contrary, in the event a Partner has the right to request the
distribution to such Partner of Securities held by the Partnership, such
distribution will (i) be made only if permitted in accordance with the
provisions of the Securities Act of 1933, the Securities Exchange Act of
1934, any state securities laws and any rules under the foregoing (the
"Securities Laws") and then only in a manner consistent with any
requirements imposed by the Securities Laws and (ii) to the extent
required, the Securities so distributed shall remain subject to the
applicable Securities Laws.
(b) Notwithstanding any provision herein to the contrary, the
Partnership shall not be permitted to sell or distribute any of its
Securities at any time if such sale or distribution would violate any
applicable Securities Laws.
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ARTICLE VIII
MISCELLANEOUS
8.1 AMENDMENTS. This Agreement may be amended or restated by an
instrument executed by all Partners.
8.2 POWER OF ATTORNEY. The General Partner is hereby irrevocably
appointed and constituted the true and lawful attorney-in-fact for each of the
Partners, with full power and authority, on behalf and in the name of each of
the Partners, to execute, acknowledge, swear to and file any instrument
required to be filed to reflect an amendment to this Agreement. The power of
attorney granted by each of the Partners to the General Partner under this
Section 8.2 is a special power of attorney coupled with an interest and is
irrevocable, and may be exercised by the General Partner; and such power of
attorney shall survive the death or legal disability of the Partners and any
assignment or abandonment of his interest in the Partnership or his withdrawal
from the Partnership.
8.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
8.4 SUCCESSORS AND ASSIGNS. The provisions of this Agreement,
including any amendments hereto, shall be binding upon and shall inure to the
benefit of the Partners and their respective beneficiaries, legal
representatives, successors and assigns.
8.5 NOTICE OF INDEMNIFICATION. THE PARTIES TO THIS AGREEMENT HEREBY
ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS CERTAIN INDEMNIFICATION
PROVISIONS PURSUANT TO SECTION 5.3.
8.6 OTHER ACTIVITIES. Any Partner may engage or possess an
interest in other business ventures of every nature and description,
independently or with others, and neither the Partnership nor any of the other
Partners shall have any right by virtue of this Agreement in and to such other
ventures or the income or property derived therefrom.
8.7 COUNTERPARTS. This Agreement, and any amendments hereto,
may be executed in counterparts, each of which shall be deemed an original, and
such counterparts shall constitute but one and the same instrument.
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<PAGE> 8
IN WITNESS WHEREOF, this Agreement was executed the 19th day of December
1996.
GENERAL PARTNER:
---------------
/s/ George Murnane III
---------------------------------------
George Murnane III
LIMITED PARTNERS:
----------------
/s/ Jonathan G. Ornstein
---------------------------------------
Jonathan G. Ornstein
/s/ Alexius A. Dyer III
---------------------------------------
Alexius A. Dyer III
/s/ James E. Swigart
---------------------------------------
James E. Swigart
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<PAGE> 9
SCHEDULE I
<TABLE>
<CAPTION>
Name and Address of Partner Capital Contribution Percentage Interest
- --------------------------- -------------------- -------------------
<S> <C> <C>
General Partner
- ---------------
George Murnane III 20,000 shares 3.92
65 East 96th Street, Apt. 14A of Common Stock
New York, New York 10128 of CCAIR, Inc.
Limited Partners
- ----------------
Alexius A. Dyer III 20,000 shares 3.92
481 Manor Ridge Drive of Common Stock
Atlanta, Georgia 30305 of CCAIR, Inc.
Jonathan G. Ornstein 370,200 shares 72.56
7400 Gainey Club Drive of Common Stock
Unit 140 of CCAIR, Inc.
Scottsdale, Arizona 85258
James E. Swigart 100,000 shares 19.60
rue de Percke, 127 of Common Stock _____
1180 Brussels of CCAIR, Inc.
Belgium 100%
</TABLE>
