SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Atlantic Coast Airlines, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
048396105
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 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 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).
<PAGE>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 57,500 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: 57,500 (3)
Owned By
Each
Reporting 9. Sole Dispositive Power: 57,500 (1)(2)
Person
With
10. Shared Dispositive Power: 57,500 (3)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
537,736 (1)(3)(4)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.1% (5)
14. Type of Reporting Person: PN
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(1) The shares were purchased by HBK Offshore Fund Ltd. HBK Investments
L.P. has sole voting and dispositive power over these shares pursuant
to an Investment Management Agreement with HBK Offshore Fund Ltd.
Accordingly, HBK Offshore Fund Ltd. has no beneficial ownership of
such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C.
(3) Represents shares purchased by HBK Main Street Investments L.P. HBK
Investments L.P. has shared voting and dispositive power over these
shares pursuant to an Amended and Restated Management Agreement.
(4) Includes 422,736 shares obtainable upon conversion of the Issuer's 7%
Convertible Subordinated Notes due 2004 (the "Bonds") as follows:
(i) 55,550 shares obtainable upon conversion by HBK Securities Ltd.
of $1,000,000 principal amount of the Bonds held by HBK Securities
Ltd., (ii) 211,368 shares obtainable upon conversion by HBK Finance
L.P. of $3,805,000 principal amount of the Bonds held by HBK Finance
L.P.; and (iii) 155,818 shares obtainable upon conversion by HBK
Offshore Fund Ltd. of $2,805,000 principal amount of the Bonds held
by HBK Offshore Fund Ltd. Pursuant to an Investment Management
Agreement, upon conversion by HBK Securities Ltd. and HBK Offshore
Fund Ltd. of the Bonds held by each such entity, the Reporting Person
will have sole voting and dispositive power over the shares
obtainable thereby and neither of HBK Securities Ltd. nor HBK
Offshore Fund Ltd. will have any beneficial ownership of such shares.
Pursuant to an Amended and Restated Management Agreement, upon
conversion by HBK Finance L.P. of the Bonds held by such entity, the
Reporting Person will have shared voting and dispositive power over
the shares obtainable thereby.
(5) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 7,532,736. <PAGE>
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 57,500 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 57,500 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
57,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: PN
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(1) Power is exercised by its general partner, HBK Fund L.P., whose
general partner is HBK Capital L.P., whose general partner is HBK
Partners I L.P., whose general partner is HBK Management L.L.C.
Power is shared with HBK Investments L.P. pursuant to an Amended and
Restated Management Agreement.
<PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
211,368(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.9% (2)
14. Type of Reporting Person: BD
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(1) Represents shares obtainable upon conversion of $3,805,000 principal
amount of the Bonds. Pursuant to an Amended and Restated Management
Agreement, upon conversion, voting and dispositive power over these
shares will be shared with HBK Investments, L.P.
(2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 7,321,368.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated September 25,
1997 (the "Schedule 13D"), relating to the Common Stock, par value $.02 per
share, of Atlantic Coast Airlines Inc. Unless otherwise indicated, all defined
terms used herein shall have the same meanings as those set forth in the
Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended in its entirety to read as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase shares of the Stock and the Bonds are set forth
below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1) $ 5,659,231 (2)(3)
Main Street Working Capital
and Other (1) $ 1,117,463 (3)
Finance Working Capital
and Other (1) $ 4,541,768 (3)
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear, Stearns
& Co. Inc., Prime Dealer Services, Inc., Morgan Stanley International, Ltd. and
Goldman, Sachs & Co. Incorporated as margin loans to acquire the Stock and the
Bonds, and the remainder was obtained from Working Capital.
(2) Represents $1,117,463 expended by HBK Offshore Fund Ltd.
("Offshore") to purchase 57,500 shares of the Stock and $3,328,448 expended by
such entity to purchase $2,805,000 principal amount of the Bonds as well as
$1,213,320 expended by HBK Securities Ltd. ("Securities") to purchase $1,000,000
principal amount of the Bonds, as to which neither of Offshore nor Securities
has any beneficial ownership.
(3) This figure represents the total amount expended by such person
in purchasing the Stock and (in the case of Finance) the Bonds reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a) - (c) to Item 5 are hereby amended in their entirety
to read as follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore,
Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner
of 57,500 shares of the Stock, which constitutes approximately 0.8% of the
7,532,736 shares of the Stock deemed to be outstanding pursuant to Rule 13d-
3(d)(1)(i). In addition, pursuant to Rule 13d-3(d)(1)(i), Investments may be
deemed to be the beneficial owner of an additional 155,818 shares obtainable
upon conversion of $2,805,000 principal amount of the Bonds held by Offshore,
which constitutes approximately 2.1% of the 7,532,736 shares of the Stock deemed
to be outstanding thereunder. Also, pursuant to an Investment Management
Agreement with Securities, Investments may, pursuant to Rule 13d-3(d)(1)(i), be
deemed to be the beneficial owner of an additional 55,550 shares obtainable upon
conversion of $1,000,000 principal amount of the Bonds held by Securities, which
constitutes approximately 0.7% of the 7,532,736 shares of the Stock deemed to
be outstanding thereunder. Further, pursuant to an Amended and Restated
Management Agreement with Fund and Capital, Investments may, pursuant to Rule
13d-3(a), be deemed to be the beneficial owner of 57,500 shares of the Stock
owned by Main Street, which constitutes approximately 0.8% of the 7,532,736
shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i).
Finally, pursuant to such Amended and Restated Management Agreement, Investments
may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of
211,368 shares of the Stock obtainable upon conversion of $3,805,000 principal
amount of the Bonds held by Finance, which constitutes approximately 2.8% of the
7,532,736 shares of the Stock deemed to be outstanding thereunder.
Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of
57,500 shares of the Stock, which constitutes approximately 0.8% of the
outstanding shares of the Stock.
Pursuant to Rule 13d-3(d)(1)(i), Finance may be deemed to be the
beneficial owner of 211,368 shares obtainable upon conversion of $3,805,000
principal amount of the Bonds held by Finance, which constitutes approximately
2.9% of the 7,321,368 shares deemed to be outstanding thereunder.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 537,736 shares of the
Stock, which constitutes approximately 7.1% of the 7,532,736 shares of the Stock
deemed to be outstanding.
Each of (1) Fund, as sole general partner of Main Street and Finance,
(2) Capital, as sole general partner of Fund, and (3) Partners I, as sole
general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 268,868 shares of the Stock, which constitutes
approximately 3.7% of the 7,321,368 shares of the Stock deemed to be
outstanding.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 537,736 shares of the Stock, which constitutes approximately 7.1%
of the 7,532,736 shares of the Stock deemed to be outstanding.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore, and
acting through its general partner, Partners II, Investments has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
57,500 shares of the Stock. Pursuant to an Amended and Restated Management
Agreement with Fund and Capital, and acting through its general partner,
Partners II, Investments has the shared power to vote or to direct the vote and
to dispose or to direct the disposition of 57,500 shares of the Stock held by
Main Street.
Acting through its general partner, Fund, Main Street has the shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 57,500 shares of the Stock.
Finance has no shared power to vote or to direct the vote and to
dispose or to direct the disposition of any shares of the Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 57,500
shares of the Stock and the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 57,500 shares of the Stock.
Acting through its general partner, Capital, and in its capacity as
the general partner of Main Street, Fund has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 57,500 shares of
the Stock.
Acting through its general partner, Partners I, and in its capacity
as the general partner of Fund, Capital has the shared power to vote or to
direct the vote and to dispose or to direct the disposition of 57,500 shares of
the Stock.
Acting through its general partner, Management, and in its capacity
as the general partner of Capital, Partners I has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 57,500 shares
of the Stock.
In its capacity as the general partner of Partners I and Partners II,
Management has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 115,000 shares of the Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 115,000 shares of the Stock.
(c)
Since the last filing on Schedule 13D, the Reporting Persons have
purchased shares of the Stock in open market transactions on the Nasdaq National
Market as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
REPORTING PERSON DATE OR SOLD (S) SHARE
Main Street 09/30/97 17,500(P) $21.25
Investments(1) 09/30/97 17,500(P) $21.25
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(1) These shares were purchased or sold by Offshore, which has no
beneficial ownership of such shares pursuant to an Investment Management
Agreement with Investments.
(2) These shares were purchased by Securities, which has no
beneficial ownership of same pursuant to an Investment Management Agreement with
Investments.
In addition, since the last filing on Schedule 13D, the Reporting
Persons have purchased the Bonds in over-the-counter transactions on PORTAL, as
follows:
FACE AMOUNT PRICE PER $100
REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT
Investments (1) 09/29/97 $500,000 $126.00
Finance 09/29/97 $500,000 $126.00
Investments (1) 09/30/97 $250,000 $135.57
Finance 09/30/97 $250,000 $135.57
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(1) These bonds were purchased or sold by Offshore, which has no
beneficial ownership of same pursuant to an Investment Management Agreement with
Investments.
(d) - (e)
No material change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in its entirety to read as follows:
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
<PAGE>
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: October 1, 1997
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.1
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 agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ H. Michael Reese
H. Michael Reese (2)
HBK FINANCE L.P.
By: /s/ H. Michael Reese
H. Michael Reese (3)
(1) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Main Street Investments L.P. previously has been filed
with the Securities and Exchange Commission.
(3) An Authorization Certificate authorizing H. Michael Reese to act on
behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
