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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______)*
Great Lakes Aviation, Ltd.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
39054K 108
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(CUSIP Number)
Joseph T. Kinning
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8514
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1996
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(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting 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.)
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 filed 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).
(Continued on following page(s))
Page 1 of 6
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CUSIP No. 39054K 108 13D Page 2 of 6 Pages
------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gayle R. Voss SSN: ###-##-####
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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 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,350,000
EACH ------------------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,350,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,350,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1: Security and Issuer
The Name of the Issuer is Great Lakes Aviation, Ltd. and the address of its
principal office is 1965 330th Street, Spencer, Iowa 51301. The title of the
class of equity security to which this statement relates is Common Stock. The
Reporting Person directly owns 2,350,000 shares of Common Stock (the "Shares").
Item 2: Identify and Background
(a) Gayle R. Voss
(b) 1218 Summer Circle Drive
Okoboji, Iowa 51355
(c) Employee of the Issuer
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) 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 and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining further
violation, or prohibiting activities subject to federal or state
securities laws or finding any violation of such laws.
(f) United States
Item 3: Source and Amount of Funds or Other Consideration
The Reporting Person acquired the Shares from her ex-spouse pursuant to a
domestic relations order. The Reporting Person used no funds in the
acquisition.
Item 4: Purpose of Transaction
The Reporting Person acquired the Shares from her ex-spouse pursuant to a
domestic relations order. The Reporting Person has no present intention to
purchase additional shares of Common Stock of the Issuer.
The Reporting Person has no present plan or intention which would result in
or relate to any of the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D except that, the Reporting Person's ex-spouse, who is
the Chief Executive Officer of the Issuer and the beneficial owner of 4,700,000
shares of Common Stock of the Issuer, has agreed to vote all shares of Common
Stock beneficially owned (including the Shares) by him for the election to the
Board of Directors of the Reporting Person.
Page 3 of 6
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Item 5: Interest in Securities of the Issuer
(a) As of the date of this Schedule 13D, the Reporting Person owned
2,350,000 shares of Common Stock constituting approximately 31% of
outstanding Common Stock of the Issuer.
(b) The Reporting Person has granted her ex-spouse an Irrevocable Proxy to
vote all the Shares and has entered into a Buy-Sell Agreement with her
ex-spouse with respect to all the Shares. See Item 6 of this Schedule
13D.
(c) Not applicable.
(d) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
The Reporting Person has granted to her ex-spouse, Mr. Douglas Voss, who is
the Chief Executive Officer of the Issuer and the beneficial owner of
approximately 62% of the Common Stock of the Issuer (including the Shares), an
Irrevocable Proxy to vote the Shares until June 28, 2010.
The Reporting Person and Mr. 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 the
Reporting Person does not own any Shares or the Issuer is dissolved or
liquidated. Pursuant to the Agreement the Reporting Person may not sell any
Shares until June 28, 1999 at which time she may sell 470,000 Shares and an
additional 235,000 Shares in each year thereafter. Mr. Voss, however, has been
granted a right of first refusal to purchase for the market price any Shares
which the Reporting Person 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 the Reporting Person to include the Shares in such
transaction on the same terms as the shares of Common Stock of Mr. Voss. In
turn, the Reporting Person 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 right to purchase the Shares for
the market price upon the death of the Reporting Person 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 the Reporting Person to the Board of Directors of the Issuer.
Page 4 of 6
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Item 7: Material to be Filed as Exhibits
Exhibit 1 Irrevocable Proxy, dated June 28, 1996 for the Reporting Person
to Douglas G. Voss.
Exhibit 2 Shareholder Buy-Sell Agreement, dated June 28, 1996, by and
between the Reporting Person and Douglas G. Voss.
Signature
After reasonable inquiring 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 22, 1996
/s/ Gayle R. Voss
-------------------------------------------
Gayle R. Voss
Page 5 of 6
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EXHIBIT INDEX
Exhibit Document
- ------- --------
Exhibit 1 Irrevocable Proxy, dated June 28, 1996 for the Reporting Person to
Douglas G. Voss
Exhibit 2 Shareholder Buy-Sell Agreement, dated June 28, 1996, by and between
the Reporting Person and Douglas G. Voss
Page 6 of 6
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EXHIBIT 1
IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, the undersigned is the registered owner of 2,350,000 shares of the
capital stock of GREAT LAKES AVIATION, LTD., an Iowa corporation (the
"Company"), said stock having heretofore been acquired from DOUGLAS G. VOSS
(hereinafter referred to as "Douglas Voss"); and
WHEREAS, the undersigned and Douglas Voss have undertaken performance of
certain obligations under that certain Shareholder Buy-Sell Agreement by and
between the undersigned and Douglas Voss dated June 28, 1996 (the "Agreement");
and
WHEREAS, the undersigned has agreed to grant this irrevocable proxy to
Douglas Voss; and
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the undersigned hereby agrees as follows:
1. The undersigned does herewith, for herself, her heirs, successors and
assigns, make, constitute and appoint Douglas Voss, with full power of
substitution in the premises, as the agent, proxy and attorney of and for the
undersigned, for and in the name of the undersigned to vote all shares of the
capital stock of the Company owned by me, the undersigned herewith ratifying all
that Douglas Voss may herewith lawfully do in accordance herewith. This Proxy
shall be irrevocable without change or modification, and is coupled with an
interest, the same to be in full force and effect and absolute until June 28,
2010.
2. The Secretary of the Company shall recognize this Proxy upon delivery
of a copy hereof and notice from Douglas Voss of his entitlement to exercise
this Proxy. The
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Secretary of the Company shall for any reason in all respects recognize Douglas
Voss's right to exercise this Proxy as claimed.
3. This Proxy shall be binding upon, and the terms and provisions
contained herein shall inure to the benefit of, the undersigned and her heirs,
legal representatives, successors and permitted assigns, as the case may be.
IN WITNESS WHEREOF, the undersigned has caused this Proxy to be executed
this 28 day of June, 1996.
IN THE PRESENCE OF:
/s/ illegible /s/ Gayle R. Voss
- ------------------------------ ---------------------------------
Gayle R. Voss
/s/ Patti Yackle
- ------------------------------
2
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STATE OF IOWA )
) SS.
COUNTY OF EMMET )
BE IT KNOWN, that on this 28th day of June, 1996, there personally appeared
before me Gayle R. Voss to me well known to be the person who executed the
foregoing Irrevocable Proxy, being by me duly sworn, and under oath, did state
that she executed the foregoing Irrevocable Proxy on her own behalf for the uses
and purposes therein expressed.
/s/ illegible
------------------------------
Notary Public
3
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EXHIBIT 2
SHAREHOLDER BUY-SELL AGREEMENT
BY AND AMONG
DOUGLAS G. VOSS
AND
GAYLE R. VOSS
<PAGE>
TABLE OF CONTENTS
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Page
----
1. Restriction on Transfer of Shares . . . . . . . . . . . . . . . . . . . 1
2. Legend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Market Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Absolute Restriction on Sale of Stock . . . . . . . . . . . . . . . . . 2
5. Call Rights; Put Rights . . . . . . . . . . . . . . . . . . . . . . . . 2
5.1 Right of Douglas Voss to Call Shares . . . . . . . . . . . . . . . 2
5.2 Call Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.3 "Most Favored Nations" Clause on Subsequent Sale . . . . . . . . . 3
5.4 Right of Gayle Voss to Put Shares. . . . . . . . . . . . . . . . . 3
5.5 Put Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Right of First Refusal; Permitted Transfers . . . . . . . . . . . . . . 3
6.1 Notice of Proposed Transfer. . . . . . . . . . . . . . . . . . . . 3
6.2 Right of Douglas Voss to Purchase Shares . . . . . . . . . . . . . 4
6.3 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.4 Transfers Without Consideration to Permitted Transferees . . . . . 4
6.5 Permitted Transferees Subject to Agreement . . . . . . . . . . . . 4
7. Rights of Inclusion . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.1 Notice of Rights of Inclusion. . . . . . . . . . . . . . . . . . . 4
7.2 Terms of Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.3 Notification of Completion of Sale; Payment of Purchase Price and
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.4 Waiver of Rights . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Rights to Compel Sale . . . . . . . . . . . . . . . . . . . . . . . . . 5
8.1 Rights to Compel Sale. . . . . . . . . . . . . . . . . . . . . . . 5
8.2 Terms and Procedure for Sale . . . . . . . . . . . . . . . . . . . 6
9. Purchase of Shares in Event of Death. . . . . . . . . . . . . . . . . . 6
9.1 Offer to Sell Upon Death . . . . . . . . . . . . . . . . . . . . . 6
9.2 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9.3 Promissory Note and Security Agreement . . . . . . . . . . . . . . 7
10. Involuntary Disposition . . . . . . . . . . . . . . . . . . . . . . . . 7
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11. Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. Term of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13. Specific Performance. . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. Securities Law Compliance . . . . . . . . . . . . . . . . . . . . . . . 8
15. Stock Splits, Etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16. Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . . . . . 8
16.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16.2 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16.3 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16.5 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16.6 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ii
<PAGE>
SHAREHOLDER BUY-SELL AGREEMENT
This Shareholder Buy-Sell Agreement (the "Agreement"), effective as of June
28, 1996, is entered into by and between Douglas G. Voss ("Douglas Voss") and
Gayle R. Voss ("Gayle Voss"; Douglas Voss and Gayle Voss collectively the
"Shareholders" and individually, a "Shareholder").
RECITALS
WHEREAS, pursuant to their Marital Dissolution Stipulation and Property
Settlement, dated June 28, 1996, Douglas Voss has transferred to Gayle Voss
2,350,000 shares (the "Shares") of Common Stock, $.01 par value (the "Common
Stock") of the Company.
WHEREAS, immediately subsequent to such transfer Douglas Voss is the owner
of 2,350,000 shares of Common Stock.
WHEREAS, the Shareholders desire to provide for the continuity of control
of Great Lakes Aviation, Ltd. (the "Company") among a compatible group of
shareholders and for their other mutual interests by imposing certain
restrictions on the transfer of the Shares and imposing obligations on
themselves in connection therewith.
NOW, THEREFORE, in consideration of the foregoing premises and of the
agreements and undertakings hereinafter set forth, it is agreed as follows:
1. RESTRICTION ON TRANSFER OF SHARES. Except as otherwise provided in
this Agreement, Gayle Voss may not, in any manner, transfer, sell, assign,
hypothecate, mortgage, pledge or otherwise dispose of or encumber any of her
Shares, whether voluntary or involuntary, without the written consent of Douglas
Voss. Any such disposition of Shares (a "Transfer") is subject to the
provisions of this Agreement. Any purported Transfer in violation of this
Agreement shall be invalid and shall vest no right, title or interest in the
transferee.
2. LEGEND. All certificates evidencing Shares now owned by Gayle Voss or
hereafter issued to any subsequent transferee of Shares once owned by them shall
bear the following legend, but the absence of this legend on any certificate
shall not make this Agreement unenforceable:
The shares represented by this certificate are subject to and
transferable only in accordance with the terms and conditions of a
Shareholder Buy-Sell Agreement dated as of June 28, 1996.
<PAGE>
3. MARKET PRICE. The term "Market Price" of a Share shall mean (i) so
long as the Common Stock remains registered pursuant to the Securities and
Exchange Act of 1934, the average bid price of shares of Common Stock being
traded on a public market for the preceding 30 day period ending on the date of
the event which gave rise to the purchase right under this Agreement, determined
by dividing the aggregate "bid" price of the Company's publicly traded shares of
capital stock for said preceding 30 day period by the number of trading days for
which bid prices were recorded, or (ii) in the event the Common Stock is not so
registered, the per share price as determined by an independent valuation firm
mutually selected by the parties.
4. ABSOLUTE RESTRICTION ON SALE OF STOCK. Prior to the fourth
anniversary of the date of this Agreement Gayle Voss shall not transfer any
Shares to third parties other than pursuant to Sections 6.4 of this Agreement.
Gayle Voss shall have the right, subject to the right of Douglas Voss contained
in Section 6.2 of this Agreement, to sell to third parties the cumulative number
of Shares set forth below as of the dates indicated below:
Amount Available
Date for Sale
-------------------- ---------------------
June 28, 1999 470,000
June 28, 2000 705,000
June 28, 2001 940,000
June 28, 2002 1,175,000
June 28, 2003 1,410,000
June 28, 2004 1,645,000
June 28, 2005 1,880,000
June 28, 2006 2,115,000
June 28, 2007 2,350,000;
provided, however, that any transferee of Shares pursuant to this Article 4
shall have executed and delivered to Douglas Voss an irrevocable proxy
appointing Douglas Voss, until June 28, 2010, a proxy to vote all Shares so
transferred to such transferee on all matters to which Shareholders are entitled
to vote (the "Proxy"). Such transferee shall agree that such irrevocable proxy
will be "coupled with an interest" and shall reconfirm and update such proxy
from time to time as requested by the Company. Such transferee shall also agree
to hold the Shares transferred hereby subject to the restrictions of this
Article 4 and that the transfer of such Shares will be subject to the granting
of the Proxy.
5. CALL RIGHTS; PUT RIGHTS.
5.1 RIGHT OF DOUGLAS VOSS TO CALL SHARES. At any time during the
term of this Agreement Douglas Voss shall have the right by giving thirty (30)
days advance written notice to purchase all or a portion of the Shares then
owned by Gayle Voss for a purchase price to be negotiated but not greater than
the Market Price as of the date of such notice.
2
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This right shall not be exercised more than two times per year. Douglas Voss'
right to call any shares shall be subject to Section 5.3.
5.2 CALL CLOSING. The closing on any called share shall occur on the
date indicated in the call notice, unless an earlier time is agreed to by the
parties. At the closing, Douglas Voss shall pay to Gayle Voss cash equal to the
purchase price for the Shares to be purchased. Gayle Voss shall represent and
warrant that she has good and marketable title to the Shares and that such
Shares are free from all liens, encumbrances or interests of third parties at
the time of closing.
5.3 "MOST FAVORED NATIONS" CLAUSE ON SUBSEQUENT SALE. If within two
(2) years of the date of a Closing under Section 5.2 (a "Prior Sale"), Douglas
Voss enters into one or more related transactions, the effect of which is to
sell the Shares purchased pursuant to this Section 5.1, Gayle Voss shall be
entitled to receive from Douglas Voss, an additional payment for each of Shares
so purchased in the amount of the excess, if any, of (i) the "Net Purchase
Price" per Share received by Douglas Voss in connection with the transaction,
over (ii) the applicable purchase price per Share received by Gayle Voss in the
Prior Sale (the "Excess Price"). The Net Purchase Price per Share shall be the
price actually received by Douglas Voss in connection with the transaction,
after deducting all expenses of the sale, including without limitation, fees and
expenses of attorneys, accountants, appraisers, investment bankers, brokers,
finders and other consultants and professionals; recording fees; closing costs;
and transfer and sales taxes.
5.4 RIGHT OF GAYLE VOSS TO PUT SHARES. Each year during the term of
this Agreement, Gayle Voss may have the right by giving 180 day advance written
notice to require Douglas Voss to purchase Shares owned by Gayle Voss for a
share price to be negotiated or at Market Price up to a total purchase amount
not to exceed $50,000 per year. This right may not be exercised more than two
(2) times per year.
5.5 PUT CLOSING. The closing for any shares put to Douglas Voss
shall occur on the date indicated in the notice, unless an earlier time is
agreed to by the parties. At the closing, Douglas Voss shall pay Gayle Voss an
amount equal to the purchase price. Gayle shall represent and warrant that she
has good and marketable title to the shares and that such shares are free from
all liens, encumbrances or interests of third parties at the time of the
closing.
6. RIGHT OF FIRST REFUSAL; PERMITTED TRANSFERS.
6.1 NOTICE OF PROPOSED TRANSFER. If Gayle Voss desires to Transfer
any of her Shares to any party other than Douglas Voss and has not received the
prior written consent of Douglas Voss, Gayle Voss shall give written notice to
Douglas Voss of the proposed Transfer. The notice from Gayle Voss shall further
specify the identity of the proposed transferee, the nature of the Transfer, the
consideration therefor and the terms thereof.
3
<PAGE>
6.2 RIGHT OF DOUGLAS VOSS TO PURCHASE SHARES. For a period of thirty
(30) days following the receipt of the notice, Douglas Voss shall have the right
to purchase all or a portion of the Shares subject to the notice for a purchase
price to be negotiated but not greater than the Market Price. Douglas Voss
shall exercise his right of purchase by delivering to Gayle Voss, within said
thirty (30) day period, written notice specifying the number of Shares he
desires to purchase.
6.3 CLOSING. The closing shall occur within fifteen (15) days after
the termination of the thirty (30) day period provided for in Section 6.2,
unless an earlier time is agreed to by the parties. At the closing, Douglas
Voss shall pay to Gayle Voss cash equal to the purchase price for the Shares to
be purchased. Gayle Voss shall represent and warrant that she has good and
marketable title to the Shares and that such Shares are free from all liens,
encumbrances or interests of third parties at the time of closing.
6.4 TRANSFERS WITHOUT CONSIDERATION TO PERMITTED TRANSFEREES. Shares
may be transferred without restriction under Article 4 if the following
conditions are met:
(i) the Transfer is made without consideration;
(ii) the Transfer is made by inter-vivos gift, intestate
succession or testamentary disposition to the spouse or any lineal
descendant of Gayle Voss, or to any trust, all the trustees and
beneficiaries of which are persons described in this sentence or are Gayle
Voss (a "Permitted Transferee");
(iii) the Permitted Transferee shall have executed a counterpart
of this Agreement, thereby consenting to and agreeing to be bound by the
terms of this Agreement as a condition of accepting the Transfer of the
Shares; and
(iv) the Permitted Transferee shall have executed and delivered
to Douglas Voss the Proxy. The Permitted Transferee agrees that such
irrevocable proxy is "coupled with an interest" and shall reconfirm and
update such proxy from time to time as requested by the Company and that
the transfer of such Shares will be subject to the granting of the Proxy.
6.5 PERMITTED TRANSFEREES SUBJECT TO AGREEMENT. Permitted
Transferees shall hold their Shares subject to all terms and conditions of this
Agreement and references in this Agreement to Shares of Gayle Voss shall include
all Shares held by a Permitted Transferee thereof.
7. RIGHTS OF INCLUSION.
7.1 NOTICE OF RIGHTS OF INCLUSION. Douglas Voss shall not, in any
one transaction or any series of related transactions, directly or indirectly
sell or otherwise dispose of a number of shares of Common Stock which would
constitute five percent (5%) or more of the total number of shares of Common
Stock then issued and outstanding to any
4
<PAGE>
third party or group of third parties (the "Third Party Offer") unless the terms
and conditions of such Third Party Offer shall include an offer to Gayle Voss to
include, at her option, in the sale or other disposition to the third party, an
equal number of Shares owned by Gayle Voss. If Douglas Voss receives and
intends to accept such a Third Party Offer, Douglas Voss shall cause the Third
Party Offer to be reduced to writing and shall send written notice of the Third
Party Offer to Gayle Voss. The notice shall be accompanied by a true and
correct copy of the Third Party Offer. At any time within thirty (30) days
after receipt of such notice, Gayle Voss may accept the offer included in the
notice by furnishing written notice of such acceptance to Douglas Voss and
delivering to him the certificate or certificates representing the Shares to be
sold or otherwise disposed of pursuant to such offer, together with a limited
power-of-attorney authorizing Douglas Voss to sell or otherwise dispose of such
Shares pursuant to the terms of such Third Party Offer.
7.2 TERMS OF SALE. The purchase from Gayle Voss pursuant to this
Article 7 shall be on the same terms and conditions, including the price per
share and the date of sale or other disposition, as are received by Douglas Voss
and stated in the notice.
7.3 NOTIFICATION OF COMPLETION OF SALE; PAYMENT OF PURCHASE PRICE AND
FEES. Simultaneously with the consummation of the sale or other disposition of
the Shares of Gayle Voss to the third party pursuant to the Third Party Offer,
Douglas Voss shall notify Gayle Voss thereof, shall cause the third party
purchaser to remit to Gayle Voss the total sale price of the Shares of Gayle
Voss sold or otherwise disposed of pursuant thereto, and shall furnish such
other evidence of the completion of such sale or other disposition and the terms
thereof as may be reasonably requested by Gayle Voss. Douglas Voss may deduct
from the sales price payable to Gayle Voss pursuant to this Article 7 a pro rata
portion of the out-of-pocket fees and expenses payable in respect of the
completion of such sale, including, without limitation, reasonable brokers',
legal and accounting fees and expenses.
7.4 WAIVER OF RIGHTS. If within thirty (30) days after the receipt
of the notice, Gayle Voss has not accepted the offer contained in the notice,
she will be deemed to have waived any and all rights with respect to the sale or
other disposition of Shares described in the notice and Douglas Voss shall have
ninety (90) days in which to sell or otherwise dispose of not more than the
amount of shares of Common Stock described in the notice, on terms not more
favorable to him than were set forth in the notice.
8. RIGHTS TO COMPEL SALE.
8.1 RIGHTS TO COMPEL SALE. If Douglas Voss proposes to sell greater
than five percent (5%) of all shares of Common Stock then issued and outstanding
to a third party in an arms-length transaction, Douglas Voss may do so, and may,
at his option, require Gayle Voss to sell all, or an equal amount, of the Shares
owned by Gayle Voss to the third party for the same cash consideration per Share
and otherwise on the same terms and conditions upon which Douglas Voss is
selling his shares of Common Stock.
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8.2 TERMS AND PROCEDURE FOR SALE. (i) The Shares to be sold by
Gayle Voss are referred to in this Article 8 as the "Designated Shares".
Douglas Voss shall send written notice of the exercise of his rights pursuant to
this Article 8 to Gayle Voss, setting forth the consideration per Share to be
paid by the third party purchaser and the other terms and conditions of such
transaction. Within fifteen (15) days following the date of the notice, Gayle
Voss shall deliver to Douglas Voss certificates representing the Designated
Shares, duly endorsed, together with all other documents required to be executed
in connection with such transaction.
(ii) If, within one hundred twenty (120) days after Douglas Voss
gives such notice, the sale of all the Shares of Gayle Voss in accordance
herewith has not been completed, Douglas Voss shall return to Gayle Voss all
certificates representing Designated Shares delivered for sale pursuant hereto,
and all the restrictions on Transfer contained in this Agreement with respect to
the Shares shall again be in effect.
(iii) Simultaneously with the consummation of the sale of
Designated Shares Douglas Voss shall cause the third party purchaser to remit
directly to Gayle Voss the total sales price of the Designated Shares and shall
furnish such other evidence of the completion of such sale or other disposition
and the terms thereof as may be reasonably requested by Gayle Voss. Douglas
Voss may deduct from the sales price payable to Gayle Voss pursuant to this
Article 8 a pro rata portion of the out-of-pocket fees and expenses payable in
respect of the completion of such sale, including, without limitation,
reasonable brokers', legal and accounting fees and expenses.
9. PURCHASE OF SHARES IN EVENT OF DEATH
9.1 OFFER TO SELL UPON DEATH. Within sixty (60) days after the death
of Douglas or Gayle Voss or within thirty (30) days after the appointment of an
executor or personal representative of the deceased party's estate, whichever is
later, the legal representative of the estate of deceased party shall deliver a
written notice to the surviving party describing the number of Shares actually
or beneficially owned by the decedent at the time of death (the "Estate
Shares"). The notice shall also designate a time and place for the closing
which shall be within thirty (30) days after the date of such written notice, at
which time the survivor may purchase all or a portion of the Estate Shares for
the Market Price.
9.2 CLOSING. At the closing, the surviving party shall pay to the
deceased party's estate, as applicable, a cash down payment equal to ten percent
(10%) of the Purchase Price for the Estate Shares, to be purchased by the
surviving party and shall deliver a promissory note, as provided for in Article
11 of this Agreement, for the balance of such Purchase Price. The legal
representative of the deceased party shall represent and warrant to the
surviving party that the purchaser shall receive good and marketable title to
the Estate Shares, as applicable, purchased and that such Shares are free from
all liens, encumbrances or interests of third parties at the time of closing.
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9.3 PROMISSORY NOTE AND SECURITY AGREEMENT. Any promissory note
issued by Douglas Voss or Gayle Voss in payment of the balance of the purchase
price for the Shares purchased pursuant to this Article 9 shall be paid in sixty
(60) equal monthly installments of principal and interest, and shall bear
interest at an annual rate equal to 1% over the rate of interest publicly
announced by Citicorp, N.A. as its reference rate on the date of the note. Any
note issued pursuant to this Agreement shall contain the provisions set forth in
this Article 11 and such further terms and conditions as set forth in EXHIBIT A
attached hereto. Such note shall be secured by a security interest in the
Shares purchased pursuant to this Agreement, which security interest shall be
substantially in the form of EXHIBIT B attached hereto.
10. INVOLUNTARY DISPOSITION. In the event (a) the Shares, or any portion
or interest therein, is involuntarily sold, transferred or otherwise disposed
of, or an involuntary sale, transfer or disposal is threatened by any third
person, whether by (i) sale upon the execution or in foreclosure of any pledge,
hypothecation, lien or charge; (ii) acquisition of an interest therein by a
trustee in bankruptcy or a receiver; (iii) judicial decree, separate maintenance
agreement, settlement agreement or otherwise as a result of the marital
dissolution or legal separation of Gayle Voss from her spouse; or (iv) any other
means (collectively, "Involuntary Disposition"), Douglas Voss shall have an
irrevocable option to purchase any or all Shares that are the subject of such
Involuntary Disposition for the Market Price. Gayle Voss, or any person who has
acquired or may acquire an interest in such Shares, shall give Douglas Voss
written notice of the Involuntary Disposition, disclosing in full the nature and
details of the Involuntary Disposition, and Douglas Voss shall have the option
to purchase the Shares for ninety (90) days after receipt of such notice by
giving written notice to the person or persons who have or may acquire an
interest in the Shares. If Douglas Voss fails to timely exercise his option,
the Shares may be transferred pursuant to the Involuntary Disposition; provided,
that, as a condition precedent to such Involuntary Disposition, the transferee
must agree, before any Transfer is made, to become a party to this Agreement
with respect to all such Shares and grant Douglas Voss the Proxy.
11. CORPORATE GOVERNANCE. So long as any Shares remain subject to
the restrictions on sale set forth in Article 4, Douglas Voss agrees to vote all
shares of Common Stock beneficially owned by him (and any other voting
securities of the Company which may hereafter be issued by the Company and
acquired by Douglas Voss) for the election as director of the Company of Gayle
Voss. Further, during such period, Douglas Voss shall not vote any such Shares
of Common Stock to remove Gayle Voss from the Board of Directors. The
provisions of this Article 11 shall void upon a willful violation by Gayle Voss
of her duty of loyalty to the Company.
12. TERM OF AGREEMENT. This Agreement shall terminate upon the happening
of any of the following events:
(a) at such time as Gayle Voss does not own any Shares;
(b) the dissolution or liquidation of the Company;
(c) June 28, 2010.
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13. SPECIFIC PERFORMANCE. The parties declare that it is impossible to
measure in money the damages which will accrue by reason of failure to perform
any of the obligations under this Agreement. Therefore, if a party shall
institute any action or proceeding to enforce the provisions hereof, such party
against whom such action or proceeding is brought hereby waives and agrees not
to assert the defense that the plaintiff has an adequate remedy at law.
14. SECURITIES LAW COMPLIANCE. Any Transfer or other disposition of
Shares shall be made in full compliance with applicable federal and state
securities laws. Any offeree or transferee of Shares under this Agreement shall
provide documentation satisfactory to counsel to the Company that such offeree
or transferee is acquiring shares for his or her own account, for investment
purposes only and not with a view to their resale or distribution.
15. STOCK SPLITS, ETC. In case the Company divides its outstanding
capital stock into a greater number of shares, pays any stock dividends on, or
conversely combines its outstanding capital stock into a smaller number of
shares, the number of shares of capital stock subject to this Agreement shall be
proportionately increased or decreased, as the case may be, and any dollar
amount per share purchase price set forth herein or computed pursuant hereto
shall be adjusted appropriately.
16. MISCELLANEOUS PROVISIONS.
16.1 NOTICES. All notices, designations, consents, offers,
acceptances or other communication provided for herein shall be given in writing
and delivered personally, by facsimile, by private express courier or by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party, or the personal representative or legal guardian of a
party, at the address shown on the records of the Company, or in the case of the
Company, to the secretary at its principal office. Notice shall be deemed given
for all purposes when delivered personally, when sent by facsimile, when
delivered to the private express courier or when deposited in the United States
mail.
16.2 SEVERABILITY. It is the intention of the parties that each and
everyone of the foregoing terms, provisions and paragraphs is severable and in
the event of the invalidity or unenforceability of any such provision, the
remainder of this Agreement shall be enforceable in accordance with its terms as
if said unenforceable provision had not been included herein.
16.3 AMENDMENT. This Agreement shall not be amended except by a
writing signed by all of the parties hereto.
16.4 WAIVER. No failure or delay by any party in requiring the
performance of any term or provision of this Agreement shall be deemed a waiver
thereof and no waiver by any party of any term or provision hereof shall be
deemed or construed as a further or continuing waiver of any such term or
provision or a waiver of any other term or provisions of this Agreement.
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16.5 BINDING EFFECT. This Agreement shall be binding upon and be
enforceable by the parties and their respective heirs, legal representatives,
successors and permitted assigns.
16.6 GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Iowa. The undersigned hereby
consent to the jurisdiction of the state and federal courts located in the state
of Iowa in conjunction with any controversy related to this Agreement and waive
any argument that venue in such forums is not convenient.
16.7 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day
and year first above written.
/s/ Douglas G. Voss
-----------------------------
Douglas G. Voss
/s/ Gayle R. Voss
-----------------------------
Gayle R. Voss
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EXHIBIT A
PROMISSORY NOTE
$___________________ ___________, 19__
FOR VALUE RECEIVED, the undersigned, _________ Voss, promises to pay to the
order of __________ Voss the sum of _____________________________________
DOLLARS ($____________) together with interest on the unpaid principal balance
from the date hereof at the rate of ___________ percent (__%) per annum in
installments as follows:
Sixty (60) consecutive equal monthly installments of principal and
interest in the amount of $__________ each, with the first such
installment to be paid on _______________, 19__, and succeeding
installments to be paid on the same day of each month thereafter until
the entire unpaid principal balance, together with accrued interest
thereon is paid in full.
If any default is made in the payment of all or any part of the above
installments, whether interest or principal, and such default continues uncured
for a period of ten (10) days after receipt by maker of notice of default from
the holder hereof, the holder may, at his option, declare the entire unpaid
principal balance, and any accrued interest thereon, immediately due and
payable. Failure to exercise this option shall not constitute a waiver of the
right to exercise the option at a later date. Exercise of this option does not
(unless prohibited or sanctioned by law) halt the accrual of interest hereunder.
The maker may prepay this note in whole or in part at any time without
premium or penalty. Any such prepayment shall be applied to the installments
due hereunder in the inverse order of their maturities.
The maker hereby waives presentment for payment, notice of nonpayment,
protest and notice of protest, consents to the extension or renewal of this note
without notice, and agrees to pay, in the event of default hereunder, the costs
of collection, including reasonable attorneys' fees.
-----------------------------------
Voss
----------------------
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EXHIBIT B
SECURITY AGREEMENT
THIS AGREEMENT, made this ____ day of ___________, between ____________
Voss ("Secured Party"), and ______________ Voss ("Debtor").
WITNESSETH:
WHEREAS Debtor is indebted to Secured Party which indebtedness is evidenced
by a promissory note ("Note") in the principal amount of $___________________;
and
WHEREAS, Debtor has agreed to grant Secured Party a security interest in
shares of the common stock of Great Lakes Aviation, Ltd. (the "Shares") to
secure the payment of the Note;
NOW, THEREFORE, for the purpose of securing payment to Secured Party of the
Note ("Secured Obligation"), the parties agree as follows:
1. Debtor hereby grants to Secured Party a security interest in and to
___________ shares of the common stock of Great Lakes Aviation, Ltd., which is
hereinafter called the "Shares".
2. Debtor warrants that Debtor has title to the Shares, free of all
liens, encumbrances, claims, charges or options except the security interest
created hereby.
3. Noncompliance with or nonperformance of any of Debtor's obligations
contained in this Security Agreement, or any other agreement between Debtor and
Secured Party, or default in the payment when due of all or any part of the
Secured Obligation shall, if not cured within ten (10) days after receipt of
notice of default by Debtor, constitute a default hereunder.
4. If Debtor defaults hereunder, Secured Party, at its option and without
demand or notice, may declare all or any part of the Secured Obligation
immediately due and payable, and Secured Party may exercise its rights of
enforcement under the Uniform Commercial Code in force in Iowa at the date
hereof or as hereafter amended. Secured Party's acceptance, after the full
amount may have become immediately due and payable as herein provided, of any
installment or payment shall not be deemed to alter or affect Debtor's
obligations and/or Secured Party's rights hereunder with respect to any
subsequent payment or default therein.
5. Debtor will at any time or times hereafter execute such financing
statements and other instruments and perform such acts as Secured Party may
reasonably request to
<PAGE>
establish and maintain a valid security interest in the Shares, including
delivery of the certificates representing the Shares.
6. No delay or failure by Secured Party in the exercise of any right or
remedy shall constitute a waiver thereof, and no single or partial exercise by
Secured Party of any right or remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy.
7. Debtor and Secured Party, as used in this Security Agreement, include
the heirs, executors, administrators, successors or assigns of those parties.
8. Debtor hereby acknowledges receipt from Secured Party of a true and
complete copy of this Security Agreement at the time of the execution hereof.
IN WITNESS WHEREOF, the undersigned have signed and delivered this Security
Agreement as of the date first above written.
ADDRESS SECURED PARTY
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ADDRESS DEBTOR
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