SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WESTERN PACIFIC AIRLINES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
959080-10-2
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(CUSIP Number)
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Check the following box if a fee is being paid with this statement |_|.
(A fee is not required only if the filing 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.)
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CUSIP No. 959080-10-2 13G Page 2 of 12
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aviation Holdings Limited Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona Limited Liability Company
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5 SOLE VOTING POWER
NUMBER OF
1,703,275
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SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
1,703,275
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REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 0
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9 AGGREGATE AMOUNT B NEFICIALLY OWNED BY EACH REPORTING PERSON
1,703,275
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7%
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12 TYPE OF REPORTING PERSON
OO (LLC)
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CUSIP No. 959080-10-2 13G Page 3 of 12
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aviation Consulting Group, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona Limited Partnership
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5 SOLE VOTING POWER
NUMBER OF
1,167,517 (See disclaimer in item 4 below)
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SHARES 6 SHARED VOTING POWER
B NEFICIALLY 0
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OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
1,167,517 (See disclaimer in item 4 below)
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REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,517 (See disclaimer item 4 below)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|-|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
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12 TYPE OF REPORTING PERSON
PN
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CUSIP No. 959080-10-2 13G Page 4 of 12
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Edward R. Beauvais
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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5 SOLE VOTING POWER
NUMBER OF
130,000
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SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,703,275
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OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
130,000
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REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH 1,703,275
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,275 (See disclaimer in item 4 below)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|-|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.7%
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12 TYPE OF REPORTING PERSON
IN
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Page 5 of 12
AMENDMENT NO. 1
TO
SCHEDULE 13G
The items identified below are amended and restated as set
forth below.
Item 1(a). Name of Issuer:
Western Pacific Airlines, Inc., a Delaware corporation (the
"Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
2864 S. Circle Drive
Suite 1100
Colorado Springs, CO 80906
Item 2(a). Name of Person Filing:
This statement is being filed on behalf of the following
entities and individual (collectively, the "Filing Parties"):
Aviation Holdings Limited Company ("AHLC");
Aviation Consulting Group Limited Partnership ("ACGLP"); and
Edward R. Beauvais ("Mr. Beauvais").
The Filing Parties may for certain purposes be deemed members
of a "group" as such term is defined in Section 132(d)(3) of
the Securities Exchange Act of 1934, as amended, and the Rules
and Regulations promulgated thereunder. Information with
respect to each Filing Party is given solely by the respective
Filing Party, and neither Filing Party has responsibility for
the accuracy or completeness of information supplied by the
other Filing Party.
Item 2(b)
and 2(c). Address of Principal Business Office or, if None, Residence:
Aviation Holdings Limited Company
2425 East Camelback Road, Suite 390
Phoenix, AZ 85016
Arizona Limited Liability Company
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Page 6 of 12
Aviation Consulting Group Limited Partnership
2425 East Camelback Road, Suite 390
Phoenix, AZ 85016
Arizona Limited Partnership
Edward R. Beauvais
2864 South Circle Drive, Suite 1100
Colorado Springs, CO 80906
United States Citizen
Mr. Beauvais is the Chairman of the Board of Directors of the
Issuer, the Manager of AHLC and the General Partner of ACGLP.
Item 2(d). Title of Class of Securities:
Common Stock (hereinafter, the "Common Stock")
Item 2(e). CUSIP Number:
959080-10-2
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not Applicable
Item 4. Ownership.
As of February 14, 1996, (i) AHLC owned a total of 2,326,875
shares of Common Stock of the Issuer, or 17.6% of the then
outstanding Common Stock of the Issuer; (ii) ACGLP owned a
total of 1,561,585 shares of Common Stock of the Issuer, or
11.8% of the then outstanding Common Stock of the Issuer; and
(iii) Beauvais owned a total of 2,426,875 shares of Common
Stock of the Issuer, or 18.4% of the then outstanding Common
Stock of the Issuer, each based on a total of 13,220,913
shares of Common Stock outstanding as of December 31, 1995.
In June of 1996, AHLC sold 23,600 shares of Common Stock in a
transaction that involved less than 1% of the then outstanding
Common Stock of the Issuer.
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Page 7 of 12
As of November 11, 1996, (i) AHLC owned a total of 1,703,275
shares of Common Stock of the Issuer, or 12.7% of the then
outstanding Common Stock of the Issuer; (ii) ACGLP owned a
total of 1,167,517 shares of Common Stock of the Issuer, or
8.7% of the then outstanding Common Stock of the Issuer; and
(iii) Beauvais owned a total of 1,833,275 shares of Common
Stock of the Issuer, or 13.7% of the then outstanding Common
Stock of the Issuer, each based on a total of 13,379,890
shares of Common Stock outstanding as of November 1, 1996.
As to all shares of Common Stock owned by ACGLP set forth in
this Item 4, ACGLP disclaims voting and disposition power with
respect thereto. Mr. Beauvais disclaims beneficial ownership
of 2,326,875 shares of Common Stock (held as of February 14,
1996) and 1,703,275 shares of Common Stock (held as of
November 11, 1996), which shares were (as of February 14,
1996), and are currently, held in the name of AHLC, provided,
however, that under the AHLC Operating Agreement, Mr.
Beauvais, as the sole manager of AHLC, has dispositive and
voting power over such shares.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Of the 2,426,875 shares (as of February 14, 1996) and of the
1,833,275 shares (as of November 18, 1996) of Common Stock
reported as beneficially owned by Mr. Beauvais in Item 4,
2,326,875 shares (as of February 14, 1996) and 1,703,275
shares (as of November 18, 1996) of Common Stock are held in
the name of AHLC. The difference between the 2,426,875 shares
of Common Stock held as of February 14, 1996 and the 1,833,275
shares of Common Stock held as of November 18, 1996 reflect
(i) the disposition of 623,600 shares of Common Stock pursuant
to (a) a sale of 300,000 shares to GFI Company (see Schedule
13G filed on behalf of GFI Company), (b) a sale of 300,000
shares to Hunt Petroleum of Texas, Inc. (see Schedule 13D
filed on behalf of Hunt Petroleum of Texas, Inc.) and (c) a
sale of 23,600 shares in an unrelated transaction in June of
1996, and (ii) the addition of 30,000 shares of Common Stock
issuable upon the exercise of stock options that became
exercisable on September 29, 1996.
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Page 8 of 12
Under the AHLC Operating Agreement, Mr. Beauvais has all
management rights and investment and voting power with respect
to all such shares of Common Stock held in the name of AHLC.
Mr. Beauvais' interest in AHLC, which, as of November 18,
1996, represents a 67.1% interest in all allocations and
distributions from AHLC (equivalent to 1,167,517 or 8.7% of
the outstanding Common Stock), is held in the name of ACGLP,
of which Mr. Beauvais is a general partner and Mr. Beauvais,
along with his spouse and children, is a beneficial owner. Mr.
Beauvais' ownership of 1,833,275 shares of Common Stock
includes (i) 30,000 shares of Common Stock issuable upon the
exercise of stock options that became exercisable on the
effective date of the Issuer's Prospectus (December 4, 1995)
and (ii) 30,000 shares of Common Stock issuable upon the
exercise of stock options that became exercisable on September
29, 1996.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G is being filed pursuant to Rule 13d-1(c).
The Filing Parties are: Edward R. Beauvais, a United States
Citizen; Aviation Holdings Limited Company, an Arizona limited
liability company, of which Mr. Beauvais is the sole manager
and of which ACGLP is a member; and Aviation Consulting Group,
L.P., an Arizona limited partnership, of which Mr. Beauvais is
a general partner.
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below, the undersigned certifies that, to the best
of my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Exhibit A Joint Filing Agreement dated as of
November 18, 1996
Exhibit B Limited Power of Attorney and Confirming
Statement
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Page 9 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
AVIATION HOLDINGS LIMITED COMPANY
DATED: November 18, 1996 By: /c/ C. Steven Rorke
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Edward R. Beauvais, Manager
by C. Steven Rorke,
Attorney-in-Fact
AVIATION CONSULTING GROUP, L.P.
DATED: November 18, 1996 By: /c/ C. Steven Rorke
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Edward R. Beauvais, General
Partner
by C. Steven Rorke,
Attorney-in-Fact
DATED: November 18, 1996 By: /c/ C. Steven Rorke
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Edward R. Beauvais, personally
by C. Steven Rorke,
Attorney-in-Fact
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Page 10 of 12
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree and consent
to the filing of a single statement on Schedule 13G and amendments thereto, in
accordance with the provisions of Rule 13d-1(f)(1) of the Securities Exchange
Act of 1934, as amended.
AVIATION HOLDINGS LIMITED COMPANY
DATED: November 18, 1996 By: /c/ C. Steven Rorke
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Edward R. Beauvais, Manager
by C. Steven Rorke,
Attorney-in-Fact
AVIATION CONSULTING GROUP, L.P.
DATED: November 18, 1996 By: /c/ C. Steven Rorke
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Edward R. Beauvais, General
Partner
by C. Steven Rorke,
Attorney-in-Fact
DATED: November 18, 1996 By: /c/ C. Steven Rorke
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Edward R. Beauvais, personally
by C. Steven Rorke,
Attorney-in-Fact
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Page 11 of 12
EXHIBIT B
Limited Power of Attorney and Confirming Statement
The undersigned, entities and/or individuals hereby constitute
and appoint C. Steven Rorke as the undersigneds' true and lawful
attorney-in-fact and agent to complete and execute such Forms 13D and 13G as
such attorney shall in his or her discretion determine to be required or
advisable pursuant to Section 13 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigneds' ownership,
acquisition or disposition of securities of Western Pacific Airlines, Inc. (the
"Corporation"), and to do all acts necessary in order to file such forms with
the Securities and Exchange Commission ("Commission"), any securities exchange
or national association, the Corporation and such other person or agency as the
attorney shall deem appropriate. The undersigned hereby ratifies and confirms
all that said attorneys-in-fact and agents shall do or cause to be done by
virtue hereof. The undersigned hereby confirms to the Commission that the
attorney-in-fact indicated above is authorized and designated to file the forms
and reports listed above on the undersigned's behalf in accordance with the
terms hereof.
The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming any of the undersigneds' responsibilities to comply with Section
13 of the Securities Exchange Act of 1934, as amended. The authority granted
under this Limited Power of Attorney commences effective December 4, 1995 and
shall remain in full force and effect until the undersigned are no longer
required to file Forms 13D and 13G with respect to the undersigneds' holdings of
or transactions in securities issued by the Corporation unless earlier revoked
by written notice given to and received by the foregoing attorney-in-fact.
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Page 12 of 12
IN WITNESS WHEREOF, the undersigned have caused this Limited
Power of attorney to be executed at Colorado Springs, Colorado, as of the 19th
day of November, 1996.
/c/ Edward R. Beauvais
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Edward R. Beauvais, personally
Aviation Consulting Group, L.P., an Arizona
Limited Partnership;
By: /c/ Edward R. Beauvais
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Edward R. Beauvais, General Partner
Aviation Holdings Limited Company, an Arizona
Limited Liability Company;
By: /c/ Edward R. Beauvais
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Edward R. Beauvais, Manager
Witness:
/c/ Catherine Nagle
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Signature
Catherine Nagle
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Type or Print Name
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