SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RENO AIR, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
759741 10 1
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(CUSIP Number)
Anthony Silverman
11811 N. Tatum Blvd., Suite 4040
Phoenix, Arizona 85028, (602) 953-7980
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(Name, address and telephone number of persons
authorized to receive notices and communications)
April 15, 1997
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(Date of Event which requires filing
of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
CUSIP NO. 759741 10 1
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<PAGE>
1. Names of reporting persons S.S. or I.R.S. Identification Nos. of above
persons.
Anthony Silverman, S.S. No. ###-##-####
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2. Check the appropriate box if a member of a group (see instructions).
(a)
(b) The reporting person disaffirms (i) beneficial ownership of the
securities held by Kay Silverman and (ii) any membership in a group but
acknowledges that a control relationship exists between Mr. Silverman
and Paradise Valley Securities, Inc.
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3. SEC use only
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4. Source of funds (see instructions).
PF.
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5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e).
N/A.
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6. Citizenship or place of organization.
United States of America.
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Anthony Silverman
Number of Shares 7. Sole Voting Power 262,077
Beneficially Owned 8. Shared Voting Power 296,878
by each Reporting 9. Sole Dispositive Power 262,077
Person With 10. Shared Dispositive Power 296,878
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11. Aggregate amount beneficially owned by each reporting person.
558,955 shares
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12. Check if the aggregate amount in row (11) excludes certain shares (see
instructions).
N/A.
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13. Percent of class represented by amount in row (11).
5.3%
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14. Type of reporting person (see instructions).
IN
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Item 1. Security and Issuer.
Common Stock, $0.01 par value, of Reno Air, Inc.
Reno Air, Inc.
220 Edison Way
Reno, Nevada 89502
Item 2. Identity and Background.
(a) Anthony Silverman
(b) 11811 N. Tatum Boulevard, Suite 4040, Phoenix, Arizona 85028
(c) Chairman of the Board of Directors - Paradise Valley
Securities, Inc.
President and Director - Tsunami Capital Corporation
Both corporations have the following address:
11811 North Tatum Boulevard, Suite 4040
Phoenix, Arizona 85028
Principal Business (Paradise) - Registered Securities
Broker-Dealer;
(Tsunami) - Currently conducts no operating business.
(d) No.
(e) No.
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration.
As a result of the death of Mr. Silverman's son, William Silverman, on
April 15, 1997, Mr. Silverman acquired control of the 44,000 shares of the
issuer's common stock held by William Silverman. No consideration was paid by
Mr. Silverman for these shares as such shares were transferred pursuant to law.
Item 4. Purpose of Transaction.
The purpose of the reporting person in acquiring the securities of the
issuer is for investment. The reporting person has no plans or
proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
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<PAGE>
(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, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(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) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Number of Shares Beneficially Owned
558,955 shares(1) - 5.3%
(b) Sole Power to Vote - 262,077
Shared Power to Vote - 296,878
Sole Dispositive Power - 262,077
Shared Dispositive Power - 296,878
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(c) On April 15, 1997, Mr. Silverman acquired control of 44,000
shares of the issuer's common stock as described in Item 3.
(d) N/A
(e) N/A
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(1) Includes 16,500 shares held in an individual retirement
account, 12,000 shares held for the benefit of Mr. Silverman's
children, 21,300 and 24,000 shares of common stock issuable
upon the exercise of currently exercisable warrants to
purchase common stock at exercise prices of $8.44 and $8.63
per share, respectively, 7,581 shares of common stock issuable
upon the exercise of currently exercisable warrants to
purchase common stock at an exercise price of $8.44 per share
held by Paradise Valley Securities, Inc., with whom Mr.
Silverman has a control relationship. Also includes 296,878
shares held and controlled by Kay Silverman, his spouse, as to
which Mr. Silverman disclaims beneficial ownership. Does not
include any shares of common stock held in the inventory of
Paradise Valley Securities, Inc., i.e., shares purchased in
the ordinary course of its business but without the intent or
effect of changing or influencing the control of the issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of Issuer.
The warrants to purchase common stock held by the reporting person were
issued on two occasions: (i) those issued in connection with a private
placement of promissory notes in April, 1994, conducted by Paradise
Valley Securities, Inc. which are exercisable at $8.44 per share
("Placement Agent Warrants") and (ii) those issued in connection with
financial services rendered by Paradise Valley Securities, Inc., which
are exercisable at $8.63 per share ("Consulting Warrants").
Under the terms of both the Placement Agent Warrants and Consulting
Warrants, the issuer agreed, at the request of the holders of a
majority of the shares of common stock underlying the respective
Placement Agent Warrants and Consulting Warrants, to register the
common stock underlying such warrants under the Securities Act of 1933,
as amended, and to include such Placement Agent Warrants and Consulting
Warrants as well as the shares of common stock underlying such warrants
in any appropriate registration statement which is filed by the issuer.
Item 7. Material to be Filed as Exhibits.
N/A
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: September 12, 1997.
/s/ Anthony Silverman
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Anthony Silverman
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