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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 1996.
GREAT LAKES AVIATION, LTD.
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(Exact name of registrant as specified in its charter)
Iowa 0-23224 42-1135319
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1965 330th Street
Spencer, Iowa 51301
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(Address of principal executive offices)
Registrant's telephone no., including area code: (712) 262-1000
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 3 Pages
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
The Registrant has been informed that on October 22, 1996, Mr. Douglas
Voss, the Registrant's Chief Executive Officer and owner of 4,700,000 shares
of the Common Stock of the Registrant, constituting approximately 62% of the
outstanding shares of Common Stock of the Registrant, has transferred
ownership of 2,350,000 of such shares (the "Shares"), representing
approximately 31% of the outstanding shares of Common Stock of the
Registrant, to his ex-spouse, Ms. Gayle R. Voss pursuant to a Marital
Dissolution Stipulation and Property Settlement, dated June 28, 1996.
Mr. Voss and Ms. Voss have filed with the Securities Exchange Commission
respective filings under Section 13(d) of the Securities Exchange Act of 1934.
The information contained herein is derived from such reports.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Ms. Voss has granted to her ex-spouse, Mr. Voss, who is the Chief Executive
Officer of the Registrant and the beneficial owner of approximately 62% of the
Common Stock of the Registrant (including the Shares), an Irrevocable Proxy to
vote the Shares until June 28, 2010.
Mr. Voss and Ms. Voss have entered into a Shareholder Buy-Sell Agreement
(the "Agreement") with respect to the Shares. The term of the Agreement (the
"Term") is until June 28, 2010 or until such time as Ms. Voss does not own any
Shares or the Registrant is dissolved or liquidated. Pursuant to the Agreement
Ms. Voss may not sell any Shares until June 28, 1999 at which time
she may sell 470,000 Shares and an additional 235,000 in each year thereafter.
Mr. Voss, however, has been granted a right of first refusal to purchase for the
market price any Shares which Ms. Voss desires to so sell. The Agreement also
provides Mr. Voss the option to purchase any Shares at any time during the Term
for the market price of the Common Stock. The Agreement provides that in any
transaction in which Mr. Voss sells greater than 5% of his Common Stock, Mr.
Voss has the right to compel Ms. Voss to include the Shares in such transaction
on the same terms as the shares of Common Stock of Mr. Voss. In turn, Ms. Voss
has the right to have the Shares included by Mr. Voss in any such transaction on
a pro rata basis.
The Agreement also provides Mr. Voss the or right to purchase the Shares
for the market price upon the death of Ms. Voss or an involuntary
disposition of the Shares. Pursuant to the Agreement Mr. Voss will vote all
shares of Common Stock beneficially owned by him (including the Shares) for
the election of Ms. Voss to the Board of Directors of the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GREAT LAKES AVIATION, LTD.
Date: October 22, 1996
By: /s/ Douglas G. Voss
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Douglas G. Voss
Chief Executive Officer
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