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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Great Lakes Aviation, Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
39054K 108
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(CUSIP Number)
David L. Donlin, Esq.
Briggs and Morgan, P.A.
2400 IDS Center
Minneapolis, MN 55402
(612) 334-8564
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 1997
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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 / /.
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*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 (the "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 pages)
(Page 1 of 6 Pages)
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CUSIP No. 39054K 108 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Douglas G. Voss
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting Power
Beneficially Owned 2,425,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
4,700,000
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(9) Sole Dispositive Power
2,425,000
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(10) Shared Dispositive Power
4,700,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,775,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
63%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION 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 beneficially owns 4,775,000 shares of Common Stock.
Item 2: Identify and Background
(a) Douglas G. Voss
(b) 1965 330th Street
Spencer, Iowa 51301
(c) Chief Executive Officer 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
N/A
Item 4: Purpose of Transaction
The Reporting Person has acquired the shares of Common Stock of the Issuer
reported herein for investment purposes. 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 has agreed to vote
all shares of Common Stock beneficially owned by him for the election to the
Board of Directors of his ex-spouse.
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Item 5: Interest in Securities of the Issuer
(a) As of the date of this Schedule 13D, the Reporting Person beneficially
owned 4,775,000 shares of Common Stock constituting approximately 63%
of outstanding Common Stock of the Issuer.
(b) The reporting person is the record owner of 2,425,000 Shares. The
Reporting Person's ex-spouse has granted to him an Irrevocable Proxy
to vote 2,350,000 shares of Common Stock of the Issuer owned of record
by her and has entered into a Buy-Sell Agreement with her with respect
to all such 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's ex-spouse, Gayle R. Voss, who is the record owner of
approximately 31% of the Common Stock of the Issuer, has granted to the
Reporting Person an Irrevocable Proxy to vote all of her shares of Common Stock
(the "Shares") until June 28, 2010.
The Reporting Person 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 Issuer 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.
The Reporting Person, 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 the Reporting Person 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 the Reporting Person sells
greater than 5% of his Common Stock, the Reporting Person has the right to
compel Ms. Voss to include the Shares held by her in such transaction on the
same terms as the shares of Common Stock of the Reporting Person. In turn, Ms.
Voss has the right to have her Shares included by the Reporting Person in any
such transaction on a pro rata basis.
The Agreement also provides the Reporting Person the right to purchase the
Shares of Ms. Voss for the market price upon the death of the Ms. Voss and an
involuntary disposition of the Shares held by Ms. Voss. Pursuant to the
Agreement the Reporting Person 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 Issuer.
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Item 7: Material to be Filed as Exhibits
Exhibit 1 Irrevocable Proxy, dated June 28, 1996 from Gayle R. Voss to
the Reporting Person.*
Exhibit 2 Shareholder Buy-Sell Agreement, dated June 28, 1996, by and
between the Reporting Person and Gayle R. 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: May 1, 1997
/s/ Douglas G. Voss
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Douglas G. Voss
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* Previously filed by Reporting Person as an Exhibit to Schedule 13D, filed with
the Securities and Exchange Commission on October 28, 1996.
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EXHIBIT INDEX
Exhibit Document
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Exhibit 1 Irrevocable Proxy, dated June 28, 1996 from Gayle R. Voss to
the Reporting Person.*
Exhibit 2 Shareholder Buy-Sell Agreement, dated June 28, 1996, by and
between the Reporting Person and Gayle R. Voss.*
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* Previously filed by Reporting Person as an Exhibit to Schedule 13D, filed with
the Securities and Exchange Commission on October 28, 1996.
