<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 17, 1997
Date of report (Date of earliest event reported)
GREAT LAKES AVIATION, LTD.
(Exact Name of Registrant as Specified in Charter)
IOWA 000-23224 41-1135319
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1965 330th Street, Spencer, Iowa 51301-9211
-------------------------------------------
(Address of Principal Executive Offices)
(612) 623-0911
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1) Previous independent accountant:
(i) On October 17, 1997, Arthur Andersen LLP, notified Great
Lakes Aviation, Ltd. (the "Registrant") that it was resigning
as independent public accountant for the Registrant.
(ii) Except for an explanatory paragraph with respect to
substantial doubt about the Registrant's ability to continue
as a going concern to the Registrant's consolidated financial
statements as of and for the years ended December 31, 1996
and 1995, the reports of Arthur Andersen LLP, on the
Registrant's financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) The Registrant's Chief Executive Officer participated in the
discussions pertaining to and accepted the decision of Arthur
Andersen LLP to resign as the Registrant's independent public
accountant.
(iv) In connection with its audits as of and for the years ended
December 31, 1996 and 1995, there have been no disagreements
between the Registrant and Arthur Andersen LLP, on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused it to make reference thereto
in its report on the financial statements for the Registrant
for such years.
(a)(2) New independent public accountant:
(i) The Registrant has not engaged a new independent public
accountant.
<PAGE>
(a)(3) The Registrant requested that Arthur Andersen LLP furnish it
with a letter addressed to the Securities and Exchange
Commission (the "Commission") stating whether it agrees with
the above statements.
ITEM 5. OTHER EVENTS.
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
16 Letter dated October 17, 1997 from Arthur Andersen,
agreeing with disclosures set forth in Item 4.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 17, 1997. By: /s/ Steven J. Wagner
----------------------------
Name: Steven J. Wagner
Title: Vice President and
Chief Accounting Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER
16 Letter dated October 17, 1997 from Arthur Andersen,
agreeing with disclosures set forth in Item 4.
<PAGE>
EXHIBIT 16
[LETTERHEAD]
October 17, 1997
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, DC 20548
Ladies and Gentlemen:
We have read and agree with the comments in Item 4 of the Form 8-K of Great
Lakes Aviation, Ltd. dated October 17, 1997.
Very truly yours,
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
