<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CCAIR, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
124868100
(CUSIP Number)
George Murnane III
1954 Airport Road, Suite 200
Atlanta, Georgia 30341
(770) 455-9225
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 4, 1997
(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 13 Pages
Exhibit Index Appears on Page 13
<PAGE> 2
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
1) Names of Reporting Persons. I. R. S. Identification Nos. of Above Persons (entities only)
Barlow Partners, L.P.
- ----------------------------------------------------------------------------------------------------------------------------
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 538,617(1) - See Responses to Number of
Shares Bene- Items 5 and 6
ficially --------------------------------------------------------------------------------
Owned by Each (8) Shared Voting Power -0-
Reporting --------------------------------------------------------------------------------
Person With (9) Sole Dispositive Power 538,617(1) - See Responses to Items
5 and 6
--------------------------------------------------------------------------------
(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) 6.5%
- ----------------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) PN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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/A Page 3 of 13 Pages
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1) Names of Reporting Persons. I. R. S. Identification Nos. of Above Persons (entities only)
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
- ----------------------------------------------------------------------------------------------------------------------------
Number of (7) Sole Voting Power 42,500(1)
Shares Bene- --------------------------------------------------------------------------------
ficially (8) Shared Voting Power 510,200(2) - See Responses to Owned by Each
Items 5 and 6
Reporting --------------------------------------------------------------------------------
Person With (9) Sole Dispositive Power 42,500(1)
--------------------------------------------------------------------------------
(10) Shared Dispositive Power 510,200(2) - See Responses to Items
5 and 6
- ----------------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 552,700 - 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
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 15,000 shares issuable upon exercise of warrants
exercisable within 60 days and 7,500 shares issuable upon exercise
of options exercisable within 60 days.
(2) 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/A Page 4 of 13 Pages
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1) Names of Reporting Persons. I. R. S. Identification Nos. of Above Persons (entities only)
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- --------------------------------------------------------------------------------
ficially (8) Shared Voting Power 20,000(1) - See Responses to
Owned by Each Items 5 and 6
Reporting --------------------------------------------------------------------------------
Person With (9) Sole Dispositive Power -0-
--------------------------------------------------------------------------------
(10) Shared Dispositive Power 20,000(1) - See Responses to
Items 5 and 6
- ----------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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/A Page 5 of 13 Pages
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<TABLE>
<S> <C> <C>
1) Names of Reporting Persons. I. R. S. Identification Nos. of Above Persons (entities only)
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/PF(1)
- ----------------------------------------------------------------------------------------------------------------------------
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 53,750(2)
Shares Bene- --------------------------------------------------------------------------------
ficially (8) Shared Voting Power 414,700(3) - See Responses to
Owned by Each Items 5 and 6
Reporting --------------------------------------------------------------------------------
Person With (9) Sole Dispositive Power 53,750(2)
--------------------------------------------------------------------------------
(10) Shared Dispositive Power 414,700(3) - See Responses to
Items 5 and 6
- ----------------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person-468,450-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) 5.6%
- ----------------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Ornstein used personal funds to obtain the shares for which he
has sole voting power and sole dispositive power. This item is not
applicable with respect to the shares for which he has shared voting
power and shared dispositive power.
(2) Includes 8,750 shares issuable upon exercise of warrants exercisable
within 60 days.
(3) Includes 370,200 shares attributable to Mr. Ornstein 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. Also includes 44,500 shares owned by
Mr. Ornstein's wife and minor children. Mr. Ornstein disclaims
beneficial interest in such shares except to the extent of his
economic interest therein.
<PAGE> 6
CUSIP No. 124868100 SCHEDULE 13D/A Page 6 of 13 Pages
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<TABLE>
<S> <C>
1) Names of Reporting Persons. I. R. S. Identification Nos. of Above Persons (entities only)
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/PF(1)
- ----------------------------------------------------------------------------------------------------------------------------
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 47,250(2)
Shares Bene- --------------------------------------------------------------------------------
ficially (8) Shared Voting Power 128,417(3) - See Responses to
Owned by Each Items 5 and 6
Reporting --------------------------------------------------------------------------------
Person With (9) Sole Dispositive Power 47,250(2)
--------------------------------------------------------------------------------
(10) Shared Dispositive Power 128,417(3) - See Responses to
Items 5 and 6
- ----------------------------------------------------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 175,667-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) 2.1%
- ----------------------------------------------------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) IN
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Swigart used personal funds to obtain the shares for which he
has sole voting power and sole dispositive power. This item is not
applicable with respect to the shares for which he has shared voting
power and shared dispositive power.
(2) Includes 15,000 shares held by Mr. Swigart's IRA and 6,000 shares
held by Mr. Swigart's minor children, as to which Mr. Swigart has
sole voting power and sole dispositive power. Includes 3,750 shares
issuable upon exercise of warrants exercisable within 60 days.
(3) 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/A Page 7 of 13 Pages
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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. This statement on Schedule 13D, originally filed on December
23, 1996, is hereby amended to include the information contained herein and
constitutes Amendment No. 1 to the Reporting Persons' (as defined below)
Schedule 13D.
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), (f)
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
1954 Airport Road, Suite 200, Atlanta, Georgia 30341. Mr. Murnane is the Chief
Financial Officer of International Airline Support Group, Inc.
<PAGE> 8
CUSIP No. 124868100 SCHEDULE 13D/A Page 8 of 13 Pages
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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. Mr. Dyer is the Chief Executive Officer of International Airline
Support Group, Inc.
ORNSTEIN
Jonathan G. Ornstein is a citizen of the United States of America and
his principal business address is Virgin Express, Building 116, Melsbroeck
Airport, 1820 Melsbroeck, Belgium. Mr. Ornstein is President and Chief
Executive Officer of Virgin Express.
SWIGART
James E. Swigart is a citizen of the United States of America and his
principal business address is Virgin Express, Building 116, Melsbroeck Airport,
1820 Melsbroeck, Belgium. Mr. Swigart is the Chief Financial Officer of Virgin
Express.
(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) 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:
<TABLE>
<CAPTION>
Reporting Person Source of Funds Amount of Funds
- ---------------- --------------- ---------------
<S> <C> <C>
Barlow Partners, L.P. Other(1) $1,022,272(2)
George Murnane III Not Applicable Not Applicable
Alexius A. Dyer III Not Applicable Not Applicable
Jonathan G. Ornstein Personal Funds/Margin Accounts $268,500(3)
James E. Swigart Personal Funds/Margin Accounts $130,500(3)
</TABLE>
- ------------------------
(1) Contributions from partners.
(2) Based on the closing price of the Common Stock on December 19, 1996 for
the original 510,200 and on the purchase price paid by the partner
with respect to the 28,417 shares acquired since the original filing.
(3) Based on the closing price of the Common Stock on December 4, 1997.
See Item 5(c) herein.
<PAGE> 9
CUSIP No. 124868100 SCHEDULE 13D/A Page 9 of 13 Pages
- --------------------------------------------------------------------------------
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 offered the Reporting Persons a seat on the Issuer's Board
of Directors in connection with their initial investment in the Issuer. Mr.
Murnane presently fills this position. No change in the Board of Directors is
anticipated as a result of the subsequent acquisitions disclosed in this
amendment.
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 December 31, 1997, the Issuer had 8,335,695 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 538,617,
which constitutes approximately 6.5% of the 8,335,695 shares of such stock
outstanding as of December 31, 1997.
MURNANE
The aggregate number of shares of the Common Stock that Murnane owns
beneficially, pursuant to Rule 13d-3 under the Act, is 552,700 (including
22,500 shares that Murnane has the right to acquire within 60 days), which
constitutes approximately 6.6% of the 8,335,695 shares of such stock
outstanding as of December 31, 1997.
DYER
The aggregate number of shares of the Common Stock that Dyer owns
beneficially, pursuant to Rule 13d-3 under the Act, is 20,000, which
constitutes approximately .26% of the 8,335,695 shares of such stock
outstanding as of December 31, 1997.
<PAGE> 10
CUSIP No. 124868100 SCHEDULE 13D/A Page 10 of 13 Pages
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ORNSTEIN
The aggregate number of shares of the Common Stock that Ornstein owns
beneficially, pursuant to Rule 13d-3 under the Act, is 468,450 (including 8,750
shares that Ornstein has the right to acquire within 60 days), which
constitutes approximately 5.6% of the 8,335,695 shares of such stock
outstanding as of December 31, 1997.
SWIGART
The aggregate number of shares of the Common Stock that Swigart owns
beneficially, pursuant to Rule 13d-3 under the Act, is 175,667 (including 3,750
shares that Swigart has the right to acquire within 60 days), which constitutes
approximately 2.1% of the 8,335,695 shares of such stock outstanding as of
December 31, 1997.
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 538,617 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. In addition, Murnane has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 42,500 shares of the Common Stock, including 22,500 shares which
he has the right to acquire within 60 days.
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.
<PAGE> 11
CUSIP No. 124868100 SCHEDULE 13D/A Page 11 of 13 Pages
- --------------------------------------------------------------------------------
ORNSTEIN
Ornstein has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of 53,750 shares of the Common Stock,
including 8,750 shares which he has the right to acquire within 60 days. In
addition, Ornstein may, pursuant to Rule 13d-3 of the Act, be deemed to own
beneficially 44,500 shares of the Common Stock held by his wife and minor
children, which are included in the number of shares as to which Ornstein has
the shared power to vote or to direct the vote and to dispose or to direct the
disposition of, and as to which Ornstein disclaims beneficial interest except
to the extent of his economic interest therein. Finally, 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
Swigart has sole power to vote or to direct the vote and to dispose or
direct the disposition of 47,250 shares of Common Stock, including 3,750 shares
which he has the right to acquire within 60 days. Additionally, 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 128,417 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 owned by Barlow Partners and 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, 20,000 shares on May 12, 1997
at $2.125 per share; and 8,417 shares on August 26, 1997 at $2.75 per share.
As a member of the Board of Directors of Issuer, on January 20, 1997
Murnane was granted options to purchase 15,000 shares of Common Stock at an
exercise price of $1.75. Such options are presently exercisable. In such
capacity, Murnane also was granted on November 13, 1997 options to purchase
20,000 shares of Common Stock at an exercise price of $3.00. Such options are
not exercisable until May 13, 1998 and the shares of Common Stock issuable upon
the exercise of such options are not covered by this Statement. In connection
with loans to the Issuer, Murnane was granted a warrant on August 26, 1997 to
purchase 3,750 shares of Common Stock at $2.875 per share, and on October 20,
1997 was granted a warrant to purchase 3,750 shares at $3.50 per share. Such
warrants are presently exercisable.
On December 4, 1997, Ornstein purchased 45,000 shares of Common Stock
directly from the Company in a private placement at a price of $2.75 per share.
Between July 16, 1997 and February 4, 1998 Ornstein's wife and minor children
purchased a net aggregate of 14,000 shares of Common Stock on the open market at
prices ranging from $2.0625 to $2.6865 per share. In connection with a loan to
the Issuer, Ornstein was granted on November 17, 1997 a warrant to purchase
8,750 shares of Common Stock at $3.0625 per share. Such warrant is presently
exercisable.
<PAGE> 12
CUSIP No. 124868100 SCHEDULE 13D/A Page 12 of 13 Pages
Between September 30, 1997 and January 23, 1998 Swigart purchased
43,500 shares of Common Stock on the open market on his own behalf and for his
minor children at prices ranging from $2.730 to $3.625 per share. In connection
with a loan to the Issuer, Swigart was granted on November 17, 1997 a warrant to
purchase 3,750 shares of Common Stock at $3.0625 per share. Such warrant is
presently exercisable.
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 incorporated by reference 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 the consent of all
of the partners of the Partnership. The Partnership Agreement is incorporated
herein by reference as Exhibit 99.2 and reference hereby is made to such
document.
Barlow Partners presently is serving as a financial advisor and
consultant to the Issuer in connection with the replacement of certain aircraft
used by the Issuer. As compensation for such services, Barlow Partners will be
granted, upon consummation of the return of the existing aircraft, warrants to
acquire 150,000 shares of Common Stock.
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 Amendment No. 1 to 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.
Previously filed with the Schedule 13D dated December 11, 1996
filed by the Reporting Person and incorporated herein by
reference.
Exhibit 99.3 Warrant dated August 26, 1997, issued to George Murnane III,
to purchase 3,750 shares of Common Stock at an exercise price
of $2.875 per share.
<PAGE> 13
CUSIP No. 124868100 SCHEDULE 13D/A Page 13 of 13 Pages
Exhibit 99.4 Warrant dated October 20, 1997, issued to George Murnane III,
to purchase 3,750 shares of Common Stock at an exercise price
of $3.50 per share.
Exhibit 99.5 Nonqualified Stock Option Agreement dated as of January 20,
1997, between the Issuer and George Murnane III, granting an
option to purchase 15,000 shares of Common Stock at an
exercise price of $1.75 per share.
Exhibit 99.6 Nonqualified Stock Option Agreement dated as of November 13,
1997, between the Issuer and George Murnane III, granting an
option to purchase 20,000 shares of Common Stock at an
exercise price of $3.00 per share.
Exhibit 99.7 Warrant dated November 17, 1997, issued to Jonathan G.
Ornstein, to purchase 8,750 shares of Common Stock at an
exercise price of $3.0625 per share.
Exhibit 99.8 Warrant dated November 17, 1997, issued to James E. Swigart,
to purchase 3,750 shares of Common Stock at an exercise price
of $3.0625 per share.
<PAGE> 14
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.
- ----------------------------------
Date
/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 24.1
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 Amendment No. 1 to 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, _____________________, 1998.
/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 99.3
EXECUTED
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED,
MORTGAGED OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR WRITTEN CONSENT OF CCAIR,
INC.
CCAIR, INC.
WARRANT TO PURCHASE COMMON STOCK
NUMBER THIRTY-TWO
AUGUST 26, 1997
FOR VALUE RECEIVED, the undersigned, CCAIR, Inc., a Delaware
corporation (herein called the "Company"), hereby promises to issue to GEORGE
MURNANE, III or registered assigns (hereinafter called the "Holder"), Three
Thousand and Seven Hundred and Fifty (3,750) Shares (the "Shares") of the
Common Stock of the Company (the "Stock"), at an exercise price of $2.875. The
Shares will be issuable at any time on or after receipt by the Company of
written notice of Holder's intent to purchase the Shares. This Warrant shall
expire on August 26, 2007.
1. Sale of Warrant.
This Warrant has not been registered under the Securities Act of 1933,
as amended (the "Act"), or under the securities laws of any state. This
Warrant, when issued, may not be sold, transferred, pledged, assigned,
mortgaged or otherwise disposed of in the absence of (a) an effective
registration statement for this Warrant, under the Act, and such registration
or qualification as may be necessary under the securities laws of any state, or
(b) the prior written consent of the Company, based upon an opinion of counsel
satisfactory to the Company, which opinion shall be in form and substance
satisfactory to the Company, to the effect that registration under the Act, and
registration or qualification under the securities laws of applicable states,
are not required. The Company will use reasonable efforts to register the
Shares under the Act. The Company is not obligated, and does not intend to,
register this Warrant under the Act.
This Warrant shall be registered on books of the Company that shall be
kept at its principal office for that purpose, and shall be transferable only
on such books by the registered owner hereof in person or by duly authorized
attorney under surrender of this Warrant properly endorsed, and only in
compliance with the next preceding paragraph hereof.
2. Exercise of Warrant.
Notice of intent to exercise this Warrant shall be delivered, in
writing, to the attention of the president of the Company, at the chief
executive offices of the Company at the time of delivery. Such notice must be
accompanied by cash or certified or cashier's
<PAGE> 2
check in the amount of purchase price for the Shares. Partial exercise of this
Warrant shall be permitted.
3. Dilution.
The issuance by the Company of additional shares of Common Stock or
rights to acquire Common Stock, or any other transaction that has or will have
the effect of increasing the number of shares of Common Stock outstanding,
shall not give rise to any rights on behalf of the Holder to change the
exercise price or the number of shares subject to this Warrant.
4. Sale of Common Stock.
The Holder hereof agrees that it will not sell any shares of Common
Stock acquired through the exercise of this Warrant for a period of twelve (12)
months from the date of this Warrant, unless the Company shall waive this
restriction.
5. Miscellaneous.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in case of loss,
theft or destruction) of indemnity satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of any Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor then outstanding in lieu of such
Warrant.
The terms of this Warrant shall be governed by and construed in
accordance with the laws of the State of North Carolina.
This Warrant shall not be valid or obligatory for any purpose until
authenticated by the execution hereof by the President or a Vice President of
the Company and registered upon the books of the Company as hereinabove
provided.
IN WITNESS WHEREOF, CCAIR, Inc., a Delaware corporation, has caused
this Warrant to be signed in its corporate name by its President or a Vice
President, by authority duly given, all as of the day and year first above
written.
CCAIR, INC.
By: /s/ KENNETH W. GANN
-------------------------
Name: KENNETH W. GANN
-----------------------
Title: President & CEO
-----------------------
2
<PAGE> 1
EXHIBIT 99.4
EXECUTED
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED,
MORTGAGED OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR WRITTEN
CONSENT OF CCAIR, INC.
CCAIR, INC.
WARRANT TO PURCHASE COMMON STOCK
NUMBER THIRTY-THREE
OCTOBER 20, 1997
FOR VALUE RECEIVED, the undersigned, CCAIR, Inc., a Delaware
corporation (herein called the "Company"), hereby promises to issue to GEORGE
MURNANE, III or registered assigns (hereinafter called the "Holder"), Three
Thousand and Seven Hundred and Fifty (3,750) Shares (the "Shares") of the
Common Stock of the Company (the "Stock"), at an exercise price of $3.50. The
Shares will be issuable at any time on or after receipt by the Company of
written notice of Holder's intent to purchase the Shares. This Warrant shall
expire on October 20, 2007.
1. Sale of Warrant.
This Warrant has not been registered under the Securities Act of 1933,
as amended (the "Act"), or under the securities laws of any state. This
Warrant, when issued, may not be sold, transferred, pledged, assigned,
mortgaged or otherwise disposed of in the absence of (a) an effective
registration statement for this Warrant, under the Act, and such registration
or qualification as may be necessary under the securities laws of any state, or
(b) the prior written consent of the Company, based upon an opinion of counsel
satisfactory to the Company, which opinion shall be in form and substance
satisfactory to the Company, to the effect that registration under the Act, and
registration or qualification under the securities laws of applicable states,
are not required. The Company will use reasonable efforts to register the
Shares under the Act. The Company is not obligated, and does not intend to,
register this Warrant under the Act.
This Warrant shall be registered on books of the Company that shall be
kept at its principal office for that purpose, and shall be transferable only
on such books by the registered owner hereof in person or by duly authorized
attorney under surrender of this Warrant properly endorsed, and only in
compliance with the next preceding paragraph hereof.
2. Exercise of Warrant.
Notice of intent to exercise this Warrant shall be delivered, in
writing, to the attention of the president of the Company, at the chief
executive offices of the Company at the time of delivery. Such notice must be
accompanied by cash or certified or cashier's
<PAGE> 2
check in the amount of purchase price for the Shares. Partial exercise of this
Warrant shall be permitted.
3. Dilution.
The issuance by the Company of additional shares of Common Stock or
rights to acquire Common Stock, or any other transaction that has or will have
the effect of increasing the number of shares of Common Stock outstanding,
shall not give rise to any rights on behalf of the Holder to change the
exercise price or the number of shares subject to this Warrant.
4. Sale of Common Stock.
The Holder hereof agrees that it will not sell any shares of Common
Stock acquired through the exercise of this Warrant for a period of twelve (12)
months from the date of this Warrant, unless the Company shall waive this
restriction.
5. Miscellaneous.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in case of loss,
theft or destruction) of indemnity satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of any Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor then outstanding in lieu of such
Warrant.
The terms of this Warrant shall be governed by and construed in
accordance with the laws of the State of North Carolina.
This Warrant shall not be valid or obligatory for any purpose until
authenticated by the execution hereof by the President or a Vice President of
the Company and registered upon the books of the Company as hereinabove
provided.
IN WITNESS WHEREOF, CCAIR, Inc., a Delaware corporation, has caused
this Warrant to be signed in its corporate name by its President or a Vice
President, by authority duly given, all as of the day and year first above
written.
CCAIR, INC.
By: /s/ KENNETH W. GANN
-------------------------------
Name: KENNETH W. GANN
-----------------------------
Title: President & CEO
----------------------------
2
<PAGE> 1
EXHIBIT 99.5
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 24th day of January, 1997 between
CCAIR, Inc., a Delaware corporation having its principal office at Charlotte,
North Carolina (hereinafter called the "Company"), and George Murnane, III, a
director of the Company (hereinafter called the "Option Holder").
WITNESSETH:
WHEREAS, the Company acknowledges that stock options are granted in
compensation for service as a director in lieu of director's fees; and
WHEREAS, the Board of Directors of the Company has adopted a
Directors' Compensation Stock Option Plan, a true copy of which is annexed
hereto as Attachment A (hereinafter called the "Plan"); and
WHEREAS, on January 24, 1997, pursuant to the provisions of the Plan,
Option Holder was granted an option in respect of the number of shares
hereinbelow set forth; and
WHEREAS, the Board of Directors has, in adopting the Plan, determined
that there is a reasonable relationship between the value of this option and
the expected resulting benefit to be received by the Company by reason of the
grant of this option;
NOW, THEREFORE, in consideration of the mutual promises and
representations herein contained and other good and valuable consideration, the
parties hereto agree as follows:
1. Subject to the Plan, the terms and provisions of which are
incorporated herein by reference, the Company hereby grants to the Option
Holder Nonqualified Stock Options to purchase, on the terms and subject to the
conditions hereinafter set forth, all or any part of an aggregate of 15,000
shares of the Company's Common Stock (par value $.01 per share) (the "Common
Stock") at the purchase price of $1.6875 per share (the "Option"), exercisable
on or after July 24, 1997, unless sooner terminated as provided in the
Agreement or the Plan. In no event may the Option be exercised after five
o'clock p.m. on January 24, 2007.
2. The Option or any part thereof may, to the extent that it is
exercisable, be exercised in the manner provided in Article I, Section 6 of the
Plan by purchasing at least 100 shares then exercisable under the Option or, if
less, all of the shares then exercisable under the Option. Payment of the
aggregate option price for the number of shares purchased shall be made in the
manner provided in Section 6(d) of the Plan.
3. The Option Holder acknowledges that, upon any exercise of the
Option, he will recognize ordinary income for income tax purposes (generally in
an amount equal to the difference between
<PAGE> 2
the fair market value of the shares on the date of exercise and the option
price paid therefor) and the Company will be entitled to a corresponding
deduction. Consequently, the Option Holder agrees that he will pay, or make
arrangements to pay, to the Company, an amount equal to any income and other
taxes that the Company is required to withhold as a result of his exercise of
the Option. If for any reason such payment or arrangement to pay is not made,
the Company shall be entitled to withhold, from other sums payable to the
Option Holder, the amount of such income and other taxes.
4. The Option or any part thereof may be exercised only by the Option
Holder or by a subsequent holder in accordance with a permitted transfer under
Section 6(f) of the Plan. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option or any right or privilege
confirmed hereby contrary to the provisions of Section 6(f) of the Plan, the
Option and the rights and privileges confirmed hereby shall immediately become
null and void.
5. The Option shall not be exercised in whole or in part, and no
certificates representing shares subject to the Option shall be delivered, if
any requisite approval or consent of any governmental authority having
jurisdiction over the exercise of options shall not have been secured or if the
issuance of shares subject to the Option would violate any Federal, state or
local law, regulation or order that may be applicable. The Company shall use
its best efforts to obtain any such approval or consent and to effect
compliance with any such applicable law, regulation or order, and the Option
Holder or any other person entitled to exercise the Option shall take action
reasonably requested by the Company in such connection.
6. Unless the shares to be purchased upon exercise of the Option
have been registered pursuant to the Securities Act of 1933 or under the
securities laws of any state, which registration shall be at the option of the
Company, the Option Holder agrees, for himself and any other person entitled to
exercise the Option or any part thereof as herein provided, that any and all
shares of Common Stock purchased upon exercise of the Option shall be acquired
for investment and not with a view to, or for sale in connection with, any
distribution thereof, and that, at the time he exercises all or any portion of
the Option, he will furnish to the Company such documentation as it shall
reasonably require in order to assure compliance with the Federal and state
securities laws as in effect at the time of said exercise. The Option Holder
consents to such other action as the Company deems necessary or appropriate in
order to assure compliance with said laws, including but not limited to placing
stop transfer instructions with the Company's stock transfer records. The
Option Holder acknowledges that, under present Federal securities regulations,
absent registration, he will be required to hold any shares purchased pursuant
to exercise of the Option for at least two years after full payment for those
-2-
<PAGE> 3
shares and that, thereafter, the shares may be sold only in compliance with
Rule 144 of the Securities and Exchange Commission, if Rule 144 is then
available for sale of the Common Stock. The Option Holder further acknowledges
that, notwithstanding registration, if he is deemed an "affiliate" of the
Company as defined in said Rule 144, those shares nevertheless may be sold only
in compliance with Rule 144 (but without any holding period). In connection
with a request to transfer any shares purchased pursuant to exercise of the
Option, the Company may refuse to transfer such shares absent an opinion of
counsel satisfactory to the Company to the effect that the transfer may be made
without compliance with the registration requirements of any applicable Federal
or state securities laws.
7. Any notice to be given to the Company shall be addressed to the
Vice-President - Finance of the Company at Second Floor, 4700 Yorkmont Road,
Charlotte, North Carolina 28208.
8. Nothing herein contained shall affect the right of the Option
Holder to participate in and receive benefits under and in accordance with the
provisions of any pension, insurance or other benefit plan or program of the
Company as in effect from time to time and for which he is eligible.
9. Nothing herein contained shall affect the right of the Company,
subject to the terms of any existing contractual arrangement to the contrary,
to terminate the Option Holder's employment with the Company.
10. This Agreement shall be binding upon and inure to the benefit of
the Option Holder, his personal representatives, heirs and legatees, but
neither this Agreement nor any rights hereunder shall be assignable or
otherwise transferable by the Option Holder except as expressly set forth in
this Agreement or in the Plan.
CCAIR, INC.
Attest:
/s/ ERIC W. MONTOGOMERY By: /s/ KENNETH W. GANN
- -------------------------- -----------------------------
Eric W. Montgomery Kenneth W. Gann
Secretary President
-3-
<PAGE> 1
EXHIBIT 99.6
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of the 13th day of November, 1997 between
CCAIR, Inc., a Delaware corporation having its principal office at Charlotte,
North Carolina (hereinafter called the "Company"), and George Murnane, III, a
director of the Company (hereinafter called the "Option Holder").
WITNESSETH:
WHEREAS, the Company acknowledges that stock options are granted in
compensation for service as a director in lieu of director's fees; and
WHEREAS, the Board of Directors of the Company has adopted a Directors'
Compensation Stock Option Plan, a true copy of which is annexed hereto as
Attachment A (hereinafter called the "Plan"); and
WHEREAS, on November 13, 1996, pursuant to the provisions of the Plan,
Option Holder was granted an option in respect of the number of shares
hereinbelow set forth; and
WHEREAS, the Board of Directors has, in adopting the Plan, determined
that there is a reasonable relationship between the value of this option and the
expected resulting benefit to be received by the Company by reason of the grant
of this option;
NOW, THEREFORE, in consideration of the mutual promises and
representations herein contained and other good and valuable consideration, the
parties hereto agree as follows:
1. Subject to the Plan, the terms and provisions of which are
incorporated herein by reference, the Company hereby grants to the Option Holder
Nonqualified Stock Options to purchase, on the terms and subject to the
conditions hereinafter set forth, all or any part of an aggregate of 20,000
shares of the Company's Common Stock (par value $.01 per share) (the "Common
Stock") at the purchase price of $3.00 per share (the "Option"), exercisable on
or after May 13, 1998, unless sooner terminated as provided in the Agreement or
the Plan. In no event may the Option be exercised after five o'clock p.m. on
November 13, 2007.
2. The Option or any part thereof may, to the extent that it is
exercisable, be exercised in the manner provided in Article I, Section 6 of the
Plan by purchasing at least 100 shares then exercisable under the Option or, if
less, all of the shares then exercisable under the Option. Payment of the
aggregate option price for the number of shares purchased shall be made in the
manner provided in Section 6(d) of the Plan.
3. The Option Holder acknowledges that, upon any exercise of the
Option, he will recognize ordinary income for income tax purposes (generally in
an amount equal to the difference between the fair market value of the shares on
the date of exercise and the option price paid therefor) and the Company will be
entitled to a corresponding deduction. Consequently, the Option Holder agrees
that he will pay, or make arrangements to pay, to the Company, an amount equal
to
<PAGE> 2
any income and other taxes that the Company is required to withhold as a result
of his exercise of the Option. If for any reason such payment or arrangement to
pay is not made, the Company shall be entitled to withhold, from other sums
payable to the Option Holder, the amount of such income and other taxes.
4. The Option or any part thereof may be exercised only by the Option
Holder or by a subsequent holder in accordance with a permitted transfer under
Section 6(f) of the Plan. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option or any right or privilege
confirmed hereby contrary to the provisions of Section 6(f) of the Plan, the
Option and the rights and privileges confirmed hereby shall immediately become
null and void.
5. The Option shall not be exercised in whole or in part, and no
certificates representing shares subject to the Option shall be delivered, if
any requisite approval or consent of any governmental authority having
jurisdiction over the exercise of options shall not have been secured or if the
issuance of shares subject to the Option would violate any Federal, state or
local law, regulation or order that may be applicable. The Company shall use its
best efforts to obtain any such approval or consent and to effect compliance
with any such applicable law, regulation or order, and the Option Holder or any
other person entitled to exercise the Option shall take action reasonably
requested by the Company in such connection.
6. Unless the shares to be purchased upon exercise of the Option have
been registered pursuant to the Securities Act of 1933 or under the securities
laws of any state, which registration shall be at the option of the Company, the
Option Holder agrees, for himself and any other person entitled to exercise the
Option or any part thereof as herein provided, that any and all shares of Common
Stock purchased upon exercise of the Option shall be acquired for investment and
not with a view to, or for sale in connection with, any distribution thereof,
and that, at the time he exercises all or any portion of the Option, he will
furnish to the Company such documentation as it shall reasonably require in
order to assure compliance with the Federal and state securities laws as in
effect at the time of said exercise. The Option Holder consents to such other
action as the Company deems necessary or appropriate in order to assure
compliance with said laws, including but not limited to placing stop transfer
instructions with the Company's stock transfer records. The Option Holder
acknowledges that, under present Federal securities regulations, absent
registration, he will be required to hold any shares purchased pursuant to
exercise of the Option for at least two years after full payment for those
shares and that, thereafter, the shares may be sold only in compliance with Rule
144 of the Securities and Exchange Commission, if Rule 144 is then available for
sale of the Common Stock. The Option Holder further acknowledges that,
notwithstanding registration, if he is deemed an "affiliate" of the Company as
defined in said Rule 144, those shares nevertheless may be sold only in
compliance with Rule 144 (but without any holding period). In connection with a
request to transfer any shares purchased pursuant to exercise of the Option, the
Company may refuse to transfer such shares absent an opinion of counsel
satisfactory to the Company to the effect that the transfer may be made without
compliance with the registration requirements of any applicable Federal or state
securities laws.
-2-
<PAGE> 3
7. Any notice to be given to the Company shall be addressed to the
Vice-President - Finance of the Company at Second Floor, 4700 Yorkmont Road,
Charlotte, North Carolina 28208.
8. Nothing herein contained shall affect the right of the Option Holder
to participate in and receive benefits under and in accordance with the
provisions of any pension, insurance or other benefit plan or program of the
Company as in effect from time to time and for which he is eligible.
9. Nothing herein contained shall affect the right of the Company,
subject to the terms of any existing contractual arrangement to the contrary, to
terminate the Option Holder's employment with the Company.
10. This Agreement shall be binding upon and inure to the benefit of
the Option Holder, his personal representatives, heirs and legatees, but neither
this Agreement nor any rights hereunder shall be assignable or otherwise
transferable by the Option Holder except as expressly set forth in this
Agreement or in the Plan.
CCAIR, INC.
--------------------------------
Ray Allen
--------------------------------
Gordon Linkon
-3-
<PAGE> 1
EXHIBIT 99.7
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
ASSIGNED, MORTGAGED OR OTHERWISE DISPOSED OF
WITHOUT THE PRIOR WRITTEN
CONSENT OF CCAIR, INC.
CCAIR, INC.
WARRANT TO PURCHASE COMMON STOCK
NUMBER THIRTY-FOUR
NOVEMBER 17, 1997
FOR VALUE RECEIVED, the undersigned, CCAIR, Inc., a Delaware
corporation (herein called the "Company"), hereby promises to issue to JONATHAN
G. ORNSTEIN or registered assigns (hereinafter called the "Holder"), Eight
Thousand and Seven Hundred and Fifty (8,750) Shares (the "Shares") of the
Common Stock of the Company (the "Stock"), at an exercise price of $3.0625.
The Shares will be issuable at any time on or after receipt by the Company of
written notice of Holder's intent to purchase the Shares. This Warrant shall
expire on November 17, 2007.
1. Sale of Warrant.
This Warrant has not been registered under the Securities Act of 1933,
as amended (the "Act"), or under the securities laws of any state. This
Warrant, when issued, may not be sold, transferred, pledged, assigned,
mortgaged or otherwise disposed of in the absence of (a) an effective
registration statement for this Warrant, under the Act, and such registration
or qualification as may be necessary under the securities laws of any state, or
(b) the prior written consent of the Company, based upon an opinion of counsel
satisfactory to the Company, which opinion shall be in form and substance
satisfactory to the Company, to the effect that registration under the Act, and
registration or qualification under the securities laws of applicable states,
are not required. The Company will use reasonable efforts to register the
Shares under the Act. The Company is not obligated, and does not intend to,
register this Warrant under the Act.
This Warrant shall be registered on books of the Company that shall be
kept at its principal office for that purpose, and shall be transferable only
on such books by the registered owner hereof in person or by duly authorized
attorney under surrender of this Warrant properly endorsed, and only in
compliance with the next preceding paragraph hereof.
2. Exercise of Warrant.
Notice of intent to exercise this Warrant shall be delivered, in
writing, to the attention of the president of the Company, at the chief
executive offices of the Company at the time of delivery. Such notice must be
accompanied by cash or certified or cashier's check in the amount of purchase
price for the Shares. Partial exercise of this Warrant shall be permitted.
<PAGE> 2
3. Dilution.
The issuance by the Company of additional shares of Common Stock or
rights to acquire Common Stock, or any other transaction that has or will have
the effect of increasing the number of shares of Common Stock outstanding,
shall not give rise to any rights on behalf of the Holder to change the
exercise price or the number of shares subject to this Warrant.
4. Sale of Common Stock.
The Holder hereof agrees that it will not sell any shares of Common
Stock acquired through the exercise of this Warrant for a period of twelve (12)
months from the date of this Warrant, unless the Company shall waive this
restriction.
5. Miscellaneous.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in case of loss,
theft or destruction) of indemnity satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of any Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor then outstanding in lieu of such
Warrant.
The terms of this Warrant shall be governed by and construed in
accordance with the laws of the State of North Carolina.
This Warrant shall not be valid or obligatory for any purpose until
authenticated by the execution hereof by the President or a Vice President of
the Company and registered upon the books of the Company as hereinabove
provided.
IN WITNESS WHEREOF, CCAIR, Inc., a Delaware corporation, has caused
this Warrant to be signed in its corporate name by its President or a Vice
President, by authority duly given, all as of the day and year first above
written.
CCAIR, INC.
By: /s/ KENNETH W. GANN
------------------------------
Name: KENNETH W. GANN
----------------------------
Title: President & CEO
---------------------------
2
<PAGE> 1
EXHIBIT 99.8
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
ASSIGNED, MORTGAGED OR OTHERWISE DISPOSED OF
WITHOUT THE PRIOR WRITTEN
CONSENT OF CCAIR, INC.
CCAIR, INC.
WARRANT TO PURCHASE COMMON STOCK
NUMBER THIRTY-FIVE
NOVEMBER 17, 1997
FOR VALUE RECEIVED, the undersigned, CCAIR, Inc., a Delaware
corporation (herein called the "Company"), hereby promises to issue to JAMES E.
SWIGART or registered assigns (hereinafter called the "Holder"), Three Thousand
and Seven Hundred and Fifty (3,750) Shares (the "Shares") of the Common Stock
of the Company (the "Stock"), at an exercise price of $3.0625. The Shares will
be issuable at any time on or after receipt by the Company of written notice of
Holder's intent to purchase the Shares. This Warrant shall expire on November
17, 2007.
1. Sale of Warrant.
This Warrant has not been registered under the Securities Act of 1933,
as amended (the "Act"), or under the securities laws of any state. This
Warrant, when issued, may not be sold, transferred, pledged, assigned,
mortgaged or otherwise disposed of in the absence of (a) an effective
registration statement for this Warrant, under the Act, and such registration
or qualification as may be necessary under the securities laws of any state, or
(b) the prior written consent of the Company, based upon an opinion of counsel
satisfactory to the Company, which opinion shall be in form and substance
satisfactory to the Company, to the effect that registration under the Act, and
registration or qualification under the securities laws of applicable states,
are not required. The Company will use reasonable efforts to register the
Shares under the Act. The Company is not obligated, and does not intend to,
register this Warrant under the Act.
This Warrant shall be registered on books of the Company that shall be
kept at its principal office for that purpose, and shall be transferable only
on such books by the registered owner hereof in person or by duly authorized
attorney under surrender of this Warrant properly endorsed, and only in
compliance with the next preceding paragraph hereof.
2. Exercise of Warrant.
Notice of intent to exercise this Warrant shall be delivered, in
writing, to the attention of the president of the Company, at the chief
executive offices of the Company at the time of delivery. Such notice must be
accompanied by cash or certified or cashier's check in the amount of purchase
price for the Shares. Partial exercise of this Warrant shall be permitted.
<PAGE> 2
3. Dilution.
The issuance by the Company of additional shares of Common Stock or
rights to acquire Common Stock, or any other transaction that has or will have
the effect of increasing the number of shares of Common Stock outstanding,
shall not give rise to any rights on behalf of the Holder to change the
exercise price or the number of shares subject to this Warrant.
4. Sale of Common Stock.
The Holder hereof agrees that it will not sell any shares of Common
Stock acquired through the exercise of this Warrant for a period of twelve (12)
months from the date of this Warrant, unless the Company shall waive this
restriction.
5. Miscellaneous.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in case of loss,
theft or destruction) of indemnity satisfactory to it, and upon reimbursement
to the Company of all reasonable expenses incidental thereto, and upon
surrender and cancellation of any Warrant, if mutilated, the Company will make
and deliver a new Warrant of like tenor then outstanding in lieu of such
Warrant.
The terms of this Warrant shall be governed by and construed in
accordance with the laws of the State of North Carolina.
This Warrant shall not be valid or obligatory for any purpose until
authenticated by the execution hereof by the President or a Vice President of
the Company and registered upon the books of the Company as hereinabove
provided.
IN WITNESS WHEREOF, CCAIR, Inc., a Delaware corporation, has caused
this Warrant to be signed in its corporate name by its President or a Vice
President, by authority duly given, all as of the day and year first above
written.
CCAIR, INC.
By: /s/ KENNETH W. GANN
------------------------------
Name: KENNETH W. GANN
----------------------------
Title: President & CEO
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