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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)
Airport Systems International, Inc.
(Name of Issuer)
Common Stock - $.01 par value
(Title of Class of Securities)
00949N 10 3
(CUSIP Number)
February 7, 2000
(Date of Event which Requires Filing of this Statement)
Check the approximate box to designate the rule pursuant to which
this Schedule is filed:
___
/__/ Rule 13d-1(b)
X Rule 13d-1(c)
__
/__/ Rule 13d-1(d)
* 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 the disclosures provided
in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 00949N 10 3 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
KCEP Ventures II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
__
(a) /__/
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
5. SOLE VOTING POWER
NUMBER OF 410,715
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 410,715
WITH 8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,715
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions) __
/__/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.7%
12. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP No. 00949N 10 3 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
KCEP II, L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
__
(a) /__/
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
OO (limited liability company)
<PAGE>
CUSIP No. 00949N 10 3 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
David J. Schulte
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
__
(a) /__/
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 00949N 10 3 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
William M. Reisler
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
__
(a) /__/
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 00949N 10 3 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas R. Palmer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
__
(a) /__/
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
5. SOLE VOTING POWER
NUMBER OF -0-
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
ITEM 1(a) Name of Issuer:
Airport Systems International, Inc.
ITEM 1(b) Address of Issuer's Principal Executive Offices:
11300 West 89th Street
Overland Park, Kansas 66214
ITEM 2(a) Name of Person Filing:
This statement on Schedule 13G is being filed by
the following persons as a joint filing pursuant
to Rule 13d-1(k)(1):
KCEP Ventures II, L.P.
KCEP II, L.C.
David J. Schulte
William M. Reisler
Thomas R. Palmer
ITEM 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office for
each of the persons filing this statement on
Schedule 13G is
233 West 47th Street
Kansas City, MO 64112.
ITEM 2(c) Citizenship:
KCEP Ventures II, L.P. is a Kansas limited
partnership
KCEP II, L.C. is a Kansas limited liability
company
David J. Schulte is a United States citizen
William M. Reisler is a United States citizen
Thomas R. Palmer is a United States citizen
ITEM 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP Number:
00949N 10 3
<PAGE>
ITEM 3: If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
Not applicable
ITEM 4: Ownership
(a) Amount beneficially owned: 410,715 shares (as more
fully described below)
KCEP Ventures II, L.P. may be deemed the
beneficial owner of 410,715 shares of the issuer's
Common Stock, including (i) 198,413 shares of
Common Stock owned of record by it, (ii) 166,667
shares of Common Stock issuable upon the
conversion of a $500,000 principal amount
Convertible Subordinate Debenture ("Debenture")
issued to it, and (iii) 45,633 shares of Common
Stock issuable upon the exercise of a warrant
("Warrant") issued to it. By virtue of being the
general partner of KCEP Ventures II, L.P., KCEP
II, L.C. may be deemed the indirect beneficial
owner of all 410,715 shares of Common Stock deemed
beneficially owned by KCEP Ventures II, L.P. By
virtue of being the Managing Directors of KCEP II,
L.C., each of David J. Schulte, William M. Reisler
and Thomas R. Palmer may be deemed the indirect
beneficial owner of all 410,715 shares of Common
Stock deemed directly or indirectly beneficially
owned by KCEP Ventures II, L.P. and KCEP II, L.C.
KCEP II, L.C., David J. Schulte, William M.
Reisler and Thomas R. Palmer each disclaims
beneficial ownership of the 410,715 shares of
Common Stock deemed beneficially owned by KCEP
Ventures II, L.P.
(b) Percent of class: 14.7% (as more fully explained below)
Based on (i) 2,230,500 shares of Common Stock
outstanding as of December 1, 1999 (as reflected
in the issuer's Quarterly Report on Form 10-QSB
for the period ended October 31, 1999), (ii)
150,000 shares of Common Stock issued in
connection with the issuer's recent acquisition of
DCI, Inc., (iii) 198,413 shares of Common Stock
issued to KCEP Ventures II, L.P. on February 7,
2000, (iv) 166,667 shares of Common Stock issuable
to KCEP Ventures II, L.P. upon the conversion of
the Debenture, and (v) 45,633 shares of Common
Stock issuable to KCEP Ventures II, L.P. upon the
exercise of the Warrant, the 410,715 shares of
Common Stock which are the subject of this
statement would represent 14.7% of the outstanding
Common Stock of the issuer.
(c) Number of shares of which such person has:
(i) sole power to vote or to direct the vote:
(see below).
<PAGE>
(ii) shared power to vote or to direct the vote:
(see below).
(iii)sole power to dispose or to direct the
disposition of: (see below).
(iv) shared power to dispose or to direct the
disposition of: (see below).
KCEP Ventures II, L.P. has the sole power to
vote and to direct the vote of, and the sole
power to dispose or to direct the disposition
of, the 198,413 shares of Common Stock owned
by it. If the Debenture were to be converted
into Common Stock, KCEP Ventures II, L.P.
would have the sole power to vote and to
direct the vote of, and the sole power to
dispose or to direct the disposition of, the
166,667 shares of Common Stock issuable upon
such conversion. If the Warrant were to be
fully exercised, KCEP Ventures II, L.P. would
have the sole power to vote and to direct the
vote of, and the sole power to dispose or to
direct the disposition of, the 45,633 shares
of Common Stock issuable upon such exercise.
By virtue of serving as the general partner
of KCEP Ventures II, L.P., KCEP II, L.C. may
be deemed to have the sole power to vote and
to direct the vote of, and the sole power to
dispose or to direct the disposition of, the
198,413 shares of Common Stock owned by KCEP
Ventures II, L.P. By virtue of serving as
the general partner of KCEP Ventures II,
L.P., if the Debenture were to be converted
into Common Stock, KCEP II, L.C. would have
the sole power to vote and to direct the vote
of, and the sole power to dispose or to
direct the disposition of, the 166,667 shares
of Common Stock issuable upon such
conversion. By virtue of serving as the
general partner of KCEP Ventures II, L.P., if
the Warrant were to be fully exercised, KCEP
II, L.C. would have the sole power to vote and
to direct the vote of, and the sole power to
dispose or to direct the disposition of, the
45,633 shares of Common Stock issuable upon such
exercise.
By virtue of being the Managing Directors of
KCEP II, L.C., each of David J. Schulte,
William M. Reisler and Thomas R. Palmer may
be deemed to share with each other the power
to vote and to direct the vote of, and the
power to dispose or to direct the disposition
of, the 198,413 shares of Common Stock owned
by KCEP Ventures II, L.P. By virtue of being
the Managing Directors of KCEP II, L.C., if
the Debenture were to be converted into
Common Stock, each of David J. Schulte,
William M. Reisler and Thomas R. Palmer may
be deemed to share with each other the power
to vote and to direct the vote of, and the
power to dispose or to direct the disposition
of, the 166,667 shares of Common Stock
issuable upon such conversion. By virtue of
being the Managing
<PAGE>
Directors of KCEP II, L.C., if the Warrant
were to be fully exercised, each of David J.
Schulte, William M. Reisler and Thomas R.
Palmer may be deemed to share with each other
the power to vote and to direct the vote of,
and the power to dispose or to direct the
disposition of, the 45,633 shares of Common
Stock issuable upon such exercise.
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.
Not applicable.
ITEM 7: Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
Not applicable.
ITEM 8: Identification and Classification of Members of the
Group.
Not applicable.
ITEM 9: Notice of Dissolution of Group.
Not applicable.
[The remainder of this page intentionally has been left
blank]
<PAGE>
ITEM 10: Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
February 16, 2000 KCEP VENTURES II, L.P.
By: KCEP II, L.C., General Partner
By: /s/ David J. Schulte
David J. Schulte, Managing
Director
February 16, 2000 KCEP II, L.C.
By: /s/ David J. Schulte
David J. Schulte, Managing
Director
February 16, 2000 /s/ David J. Schulte
DAVID J. SCHULTE
February 16, 2000 /s/ William M. Reisler
WILLIAM M. REISLER
February 16, 2000 /s/ Thomas R. Palmer
THOMAS R. PALMER
<PAGE>
