<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13D
under the Securities Exchange Act of 1934
Groen Brothers Aviation, Inc.
(Name of Issuer)
Common Stock, $.005 par value
(Title of Class of Securities)
398743104
(CUSIP Number)
Charles S. Hughes, Esq.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3735
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 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 [ ].
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.
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Name of Reporting Person.
1 S.S. or I.R.S. Identification Nos. of Above Person
Lyle P. Campbell
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Check the Appropriate Box if a Member of a Group. (See Instructions).
2 (a) [_]
(b) [_]
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SEC Use Only
3
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Source of Funds (See Instructions).
4
PF (Personal Funds); OO (Other)
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Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
5
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Citizenship or Place of Organization
6
United States
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Sole Voting Power
7
NUMBER OF 3,615,400
SHARES -----------------------------------------------------------
Shared Voting Power
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH Sole Dispositive Power
9
REPORTING 3,615,400
PERSON -----------------------------------------------------------
Shared Dispositive Power
WITH 10
0
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Aggregate Amount Beneficially Owned by Each Reporting Person
11
3,615,400
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
12 (See Instructions).
[_]
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Percent of Class Represented by Amount in Row (11)
13
8.82%
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Type of Reporting Person (See Instructions).
14
IN (Individual)
<PAGE>
Item 1. Security and Issuer.
The class of securities to which this statement relates is Common Stock,
$.005 par value, of Groen Brothers Aviation, Inc. (the "Issuer"), a Utah
corporation. The address of the Issuer's principal executive offices is 1784
West 500 South, Salt Lake City, Utah, 84104.
Item 2. Identity and Background.
This statement is being filed by Lyle P. Campbell (the "Reporting Person"),
a citizen of the United States of America. The Reporting Person is the
President of Southwest Bancorp, Inc., located at 6825 West 111th Street, Worth,
Illinois 60482, as well as a director and officer of several banks.
The Reporting Person has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
Further, the Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in the Reporting Person being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
In exchange for a total of 3,000,000 shares of the common stock of the
Issuer, the Reporting Person has contributed $500,000 in cash, out of personal
funds, and a McDonnell Douglas MD 900 helicopter (based upon an agreed value of
$2,500,000), which was transferred to the Issuer by HeliSource, Inc. pursuant to
an agreement with the Reporting Person. Prior to such transactions, the
Reporting Person had acquired 615,400 shares of the common stock of the Issuer,
of which 350,000 shares were acquired in 1997 and 265,400 in prior years with
personal funds.
Item 4. Purpose of Transaction.
All of the shares purchased by the Reporting Person have been acquired and
are being held solely for investment purposes. The Reporting Person believes
that the shares represent an attractive investment opportunity at this time.
The Reporting Person may make additional purchases of shares for investment in
the open market, in privately negotiated transactions, or from the Issuer,
depending on the Reporting Person's evaluation of the Issuer's business,
prospects and financial condition, the market for the shares, other
opportunities available to the Reporting Person, general economic conditions and
other future developments. Depending on the same factors, the Reporting Person
may decide to sell all or part of the investment, although the Reporting Person
has no present intention to do so.
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As part of the Reporting Person's ongoing assessment of the investment in
the Issuer, the Reporting Person reserves the right to contact and meet with
management of the Issuer in the future, and to attend meetings of the Issuer's
board of directors. Additionally, the Reporting Person reserves the right to
exercise any rights disclosed in Item 6 hereof.
The Reporting Person does not presently have any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or (i) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Reporting Person holds 3,615,400 shares of common stock, which
represent 8.82% of the Issuer's common stock (based on 37,621,217 shares
outstanding reported in the Issuer's latest 10-Q filed February 11, 1997, plus
the 3,350,000 shares issued to the Reporting Person in 1997). The Reporting
Person holds the sole power to vote and dispose of his common stock.
In exchange for a total of 3,000,000 shares of the common stock of the
Issuer, the Reporting Person has contributed $500,000 in cash, out of personal
funds, and a McDonnell Douglas MD 900 helicopter (based upon an agreed value of
$2,500,000), which was transferred to the Issuer by HeliSource, Inc. pursuant to
an agreement with the Reporting Person. The $500,000 cash contribution was made
on May 14, 1997, and the helicopter was contributed on May 14, 1997. Previously
in 1997, the Reporting Person purchased 350,000 shares for $350,000. The
transactions were effected directly with the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Under a Securities Purchase Agreement dated May 14, 1997, between the
Issuer and the Reporting Person, the Reporting Person 1) has the right to attend
any and all meetings of the Board of Directors as a nonvoting observer, or
appoint a nonvoting representative to attend and observe any and all meetings of
the Board of Directors; 2) must give approval before the Issuer may conduct any
merger, consolidation, reorganization, change of control, sale of all or
substantially all of the Issuer's assets (including its subsidiaries),
liquidation, dissolution or winding up, or commence any case in bankruptcy; and
3) must give approval before the Issuer may declare or pay any dividend on any
capital stock of the Issuer, increase the amount of any capital stock authorized
to be issued by the Issuer, redeem any capital stock of the Issuer, sell, assign
or transfer any patent, trademark, copyright or
<PAGE>
similar rights (other than to subsidiaries of the Issuer), invest in other
entities (other than subsidiaries of the Issuer), or increase senior management
compensation. At the first occurrence of 1) five years from the date of the
Securities Purchase Agreement; 2) the Reporting Person disposing of more than
2,000,000 of the shares acquired on May 14, 1997; or 3) the bid price of the
Issuer's common stock averaging $5 or greater per share for a period of 20
consecutive trading days, the above provisions will cease to be in effect.
Under a Compensation Agreement dated May 14, 1997, between the Issuer and
the Reporting Person, if the Issuer sells, leases or otherwise liquidates the
McDonnell Douglas MD 900 helicopter for a cash value in excess of $2,500,000,
then the Issuer will issue to the Reporting Person one share of the Issuer's
common stock for each dollar in cash value in excess of $2,500,000 that the
Issuer receives for the helicopter.
Item 7. Material to be Filed as Exhibits.
a. Securities Purchase Agreement dated May 14, 1997
b. Compensation Agreement dated May 14, 1997
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 14, 1997
------------------------------
(Date)
/s/ Lyle P. Campbell
------------------------------
Lyle P. Campbell
<PAGE>
Exhibit a
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement ("Agreement") is made and entered into
by and between Groen Brothers Aviation, Inc. (the "Company") at 1784 West 500
South, Salt Lake City, Utah, 84104, a Utah corporation and Lyle Campbell
("Investor"), at 7837 North 54th Place, Paradise Valley, Arizona 85253, an
individual.
Witnesseth
----------
WHEREAS, Investor desires to Purchase and the Company desires to sell three
million (3,000,000) shares of Groen Brothers Aviation, Inc. common stock (the
"Securities");
NOW, THEREFORE, for and in consideration of the promises and obligations
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which is hereby acknowledged, the parties hereby
agree to be legally bound as follows:
1. Purchase of Securities. Upon the terms and subject to the conditions set
forth in this Agreement and contained within the Company's Accredited
Investor Subscription Agreement (attached herewith as exhibit A),
Investor does hereby agree to buy and the Company does hereby agree to
sell and deliver to Investor, three million (3,000,000) shares of Groen
Brothers Aviation, Inc. restricted common stock (SEC Rule 144), at the
purchase price of $1.00 per share.
2. Terms of Payment. Upon the execution of this Agreement (or as soon
thereafter as practicable), Investor shall pay to the Company five
hundred thousand dollars ($500,000) in certified funds and two million
five hundred thousand dollars ($2,500,000) in the form of transferring
ownership of the McDonnell Douglas Helicopter Systems (hereinafter
"MDHS") MD900 helicopter, serial number 900-00037, (P-82), including all
equipment/options installed and included (hereinafter "Helicopter") as
listed in MDHS Purchase Agreement #95-162 (hereinafter "MDHS Purchase
Agreement") between MDHS and HeliSource, Inc. (hereinafter "HSI"), dated
6/30/96, revision date 7/6/96, and the Special Commercial Invoice from
MDHS to HSI dated 6/7/96, including transfer of the MDHS Limited
Warranty of three (3) years or two thousand (2,000) hours of operation,
whichever shall occur first, as described in the Stipulation and Order
of the Bankruptcy Court approved agreement between MDHS and HSI, (the
Company acknowledges that the three year period began running on June
30, 1996, and that the Helicopter is essentially zero time, about five
(5) hours of total flight time).
3. Third Party Beneficiary to Agreement. In compliance with paragraph
Eighteenth of the MDHS Purchase Agreement, MDHS becomes a "Third Party
Beneficiary" to this Agreement only in that the Company acknowledges
that MDHS has disclaimed certain warranties and that the Company's
remedies under the Limited Warranty and Limitation of Liability
Agreement of the MDHS Purchase Agreement that the Company is assuming,
have been limited, and to the extent the Company may assert a claim
against MDHS for breach of warranty, the Company expressly acknowledges
and agrees that its remedies, if any, will be limited to the replacement
or repair of defective parts, and that in no event will MDHS be liable
for consequential or incidental damages, nor for property damage.
Investor agrees to promptly obtain the "written consent of MDHS" for the
transfer of the Limited Warranty (paragraphs
<PAGE>
Sixteenth of the MDHS Purchase Agreement, and paragraph 8 of the Limited
Warranty, annex E of said Agreement).
4. Protective Provisions.
a. Board Meetings. Investor can, at Investor's discretion, appoint a non
voting representative to attend and observe any and all meetings of
the Company's Board of Directors or Investor can attend the meetings
as a non voting observer.
b. Liquidation. Any merger, consolidation, reorganization, change of
control, sale of all or substantially all of the Company's assets
(including its subsidiaries), liquidation, dissolution or winding up
of the Company, or commencement of any case in bankruptcy, can only
be done with Investor's prior approval.
c. Covenants of the Company. The Company shall not, without Investor's
prior permission: declare or pay any dividend on any capital stock of
the Company; increase the amount of any capital stock authorized to
be issued by the Company; redeem any capital stock of the Company;
sell, assign or transfer any patent, trademark, copyright or similar
rights (other than to subsidiaries of the Company), invest in other
entities (other than subsidiaries of the Company), nor increase
senior management compensation. The Company shall deliver to
Investor, in a timely manner, copies of its quarterly financial
statements (SEC forms 10q and 10k).
d. Protective Provision Ending Period. At the first occurrence of: five
years from the close of this agreement, or Investor no longer
continues to be a significant shareholder (having disposed of greater
than a 2/3 majority of the herein described shares), or when the bid
price of GBA's stock averages $5 or greater per share for a period of
20 consecutive trading days, all of the forgoing Protective
Provisions of this Agreement will become null and void.
5. Miscellaneous.
a. Investor makes no warranty what-so-ever regarding the Helicopter
other than warrantying that the title to the Helicopter the Investor
is providing to the Company is free and clear of all leans and
encumbrances and that, other than unperformed service bulletins and
airworthiness directives (if any), the Helicopter is in airworthy
condition and has not been damaged in any way.
b. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by
hand, FAX, or mailed, certified or registered mail with postage
prepaid:
If to the Company, at 1784 West 500 South, Salt Lake City,
Utah, 84104, FAX # 801-973-4027, attention David Groen or such
other person and place as the Company shall furnish to Investor
in writing; or
If to Investor, at 7837 North 54th Place, Paradise Valley,
Arizona 85253, FAX # 602-596-8065, attention Lyle Campbell or to
such other person and place as Investor shall furnish to the
Company in writing.
c. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable
attorney's fee, which may arise or accrue from enforcing this
Agreement, or in pursuing any remedy provided hereunder or by the
statutes of the State of Arizona.
<PAGE>
d. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
e. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors
and assigns.
f. Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the State of Arizona. Any action
to enforce the provisions of this Agreement shall be brought in a
court of competent jurisdiction within the State of Arizona.
g. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or application of such term or provision
to persons or circumstances other than those as to which it is held
to be invalid or unenforceable shall not be affected thereby and each
term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by
law.
h. No Oral Agreements. There are no oral agreements between the parties
and there are and will be no oral representations which will be
binding upon any of the parties hereto.
i. Rights are Cumulative. The rights and remedies granted hereunder
shall be in addition to and cumulative of any other rights or
remedies provided under the laws of the State of Arizona.
j. Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default.
No single or partial exercise of any power or right hereunder shall
preclude any other or further exercise thereof or the exercise of any
other power or right.
k. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may
be required to carry out fully the transaction(s) contemplated
herein.
l. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is
sought.
m. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together
shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto executed the foregoing Securities
Purchase Agreement effective the 14th day of May, 1997.
Investor:
/s/ Lyle Campbell
- -----------------------------
Lyle Campbell
Attest: _______________________
Groen Brothers Aviation, Inc.:
By /s/ David Groen
-----------------------------
David Groen, President
Attest: _____________________
<PAGE>
Exhibit b
COMPENSATION AGREEMENT
This Compensation Agreement ("Agreement") is made and entered into by and
between Groen Brothers Aviation, Inc. (the "Company") at 1784 West 500 South,
Salt Lake City, Utah, 84104, a Utah corporation and Lyle Campbell ("Investor"),
at 7837 North 54th Place, Paradise Valley, Arizona 85253, an individual.
Witnesseth
----------
WHEREAS, Investor has agreed to Purchase and the Company has agreed to sell
three million (3,000,000) shares of Groen Brothers Aviation, Inc. common stock
as per the provisions of a Securities Purchase Agreement dated the 14th day of
May, 1997; and
WHEREAS, Investor is using, as a portion of payment for the herein
mentioned shares, an MD900 helicopter (hereinafter "Helicopter"); and
WHEREAS, the Company may decide to resell or otherwise liquidate the MD900
helicopter for cash;
NOW, THEREFORE, for and in consideration of the promises and obligations
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which is hereby acknowledged, the parties hereby
agree to be legally bound as follows:
1. Sale of Helicopter. Should the Company so decide, it will use its best
effort to sell, lease, or otherwise liquidate the Helicopter for as much
value as it finds possible.
2. Share Bonus. If the Company sells, leases or otherwise liquidates the
Helicopter for a cash value in excess of two million five hundred
thousand dollars ($2,500,000) then the Company will give to Investor one
(1) share of the Company's restricted common stock (SEC Rule 144) for
each dollar ($1.00) of cash value in excess of two million five hundred
thousand dollars ($2,500,000) that the Company receives for the
Helicopter.
3. Miscellaneous.
a. Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by
hand, FAX, or mailed, certified or registered mail with postage
prepaid:
If to the Company, at 1784 West 500 South, Salt Lake City,
Utah, 84104, FAX # 801-973-4027, attention David Groen or such
other person and place as the Company shall furnish to Investor
in writing; or
If to Investor, at 7837 North 54th Place, Paradise Valley,
Arizona 85253, FAX # 602-596-8065, attention Lyle Campbell or to
such other person and place as Investor shall furnish to the
Company in writing.
<PAGE>
b. Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable
attorney's fee, which may arise or accrue from enforcing this
Agreement, or in pursuing any remedy provided hereunder or by the
statutes of the State of Arizona.
c. Assignment. This Agreement may not be assigned in whole or in part by
the parties hereto without the prior written consent of the other
party or parties, which consent shall not be unreasonably withheld.
d. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors
and assigns.
e. Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the State of Arizona. Any action
to enforce the provisions of this Agreement shall be brought in a
court of competent jurisdiction within the State of Arizona.
f. Partial Invalidity. If any term, covenant, condition or provision of
this Agreement or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or application of such term or provision
to persons or circumstances other than those as to which it is held
to be invalid or unenforceable shall not be affected thereby and each
term, covenant, condition or provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by
law.
g. No Oral Agreements. There are no oral agreements between the parties
and there are and will be no oral representations which will be
binding upon any of the parties hereto.
h. Rights are Cumulative. The rights and remedies granted hereunder
shall be in addition to and cumulative of any other rights or
remedies provided under the laws of the State of Arizona.
i. Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default.
No single or partial exercise of any power or right hereunder shall
preclude any other or further exercise thereof or the exercise of any
other power or right.
j. Further Action. The parties hereto agree to execute and deliver such
additional documents and to take such other and further action as may
be required to carry out fully the transaction(s) contemplated
herein.
k. Amendment. This Agreement or any provision hereof may not be changed,
waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom
enforcement of the change, waiver, termination, or discharge is
sought.
l. Counterparts. This agreement may be executed in two or more partially
or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together
shall constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto executed the foregoing Securities
Purchase Agreement effective the 14th day of May, 1997.
Investor:
/s/ Lyle Campbell
- -----------------------------
Lyle Campbell
Attest: _______________________
Groen Brothers Aviation, Inc.:
By /s/ David Groen
-----------------------------
David Groen, President
Attest: _____________________
