SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A3
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Frontier Airlines Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
359065109
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(CUSIP Number)
Robert T. Arnold
Meridian Fund, Ltd.
601 Jefferson, Suite 4000
Houston, Texas 77002
(713) 651-2310
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
<PAGE>
SCHEDULE 13D/A3 (Amendment No. 3)
CUSIP No. 359065109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Meridian Fund, Ltd.
76-0434398
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
COMMON STOCK 201,900
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY COMMON STOCK 0
EACH
<PAGE>
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH COMMON STOCK 201,900
10 SHARED DISPOSITIVE POWER
COMMON STOCK 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
COMMON STOCK 201,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
COMMON STOCK 2.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
Item 1. Security and Issuer.
The security to which this statement relates is the Common Stock, no par
value per share (the "Common Stock"), of Frontier Airlines Inc., a Colorado
corporation (the "Company"). The principal offices of the Company are located
at 12015 East 46th Avenue, Denver, Colorado 80239.
Item 2. Identity and Background.
This Schedule 13D is filed by Meridian Fund, Ltd. ("Meridian"). Meridian
is a Texas limited partnership, whose principal executive offices are located
at 601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian is an investment
fund whose objective is to achieve capital growth primarily through long-term
investments in the equity or equity-related securities of a relatively small
number of companies.
Pursuant to General Instruction "C" for Schedule 13D, set forth below
is certain information concerning (i) each executive officer and director (or
similar person) of Meridian, (ii) each person controlling Meridian and (iii)
each executive officer and director (or similar person) of such controlling
person.
The general partner of Meridian is Meridian Advisors, Ltd., a Texas
limited partnership whose principal executive offices are located at 601
Jefferson, Suite 4000, Houston, Texas 77002. The general partner of
Meridian Advisors, Ltd. is Meridian Group, Inc., whose principal executive
offices are located at 601 Jefferson, Suite 4000, Houston, Texas 77002.
Meridian Group, Inc. is currently owned and controlled by Charles Miller and
Robert T. Arnold. No other person controls Meridian.
Charles Miller has his principal business address at 601 Jefferson, Suite
4000, Houston, Texas 77002. His principal occupation is as Chairman of
Meridian Advisors, Ltd., which has its principal business address at 601
Jefferson, Suite 4000, Houston, Texas 77002. He is a citizen of the United
States.
Robert T. Arnold has his principal business address at 601 Jefferson,
Suite 4000, Houston, Texas 77002. His principal occupation is as President
and Chief Executive Officer of Meridian Advisors, Ltd., which has its
principal business address at 601 Jefferson, Suite 4000, Houston, Texas
77002. He is a citizen of the United States.
The executive officers of Meridian Group, Inc. are: Charles Miller
(Chairman of the Board) and Robert T. Arnold (President, Chief Executive
Officer, Secretary and Treasurer). The directors of Meridian Group, Inc. are:
Charles Miller and Robert T. Arnold. Information concerning Mr. Miller and
Mr. Arnold is furnished above.
During the last five years, none of Meridian, Meridian Advisors, Ltd.,
Meridian Group, Inc., Mr. Miller or Mr. Arnold has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of Meridian, Meridian Advisors, Ltd.,
Meridian Group, Inc., Mr. Miller or Mr. Arnold has 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 future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds required by Meridian to purchase the Common
Stock from the Company was $1,023,588. All funds used to purchase such
securities were obtained from the working capital of Meridian and no part of
the purchase price for the securities consisted of borrowed funds.
From October 19, 1995 through October 23, 1995 Meridian used an additional
aggregate amount of $25,000 to purchase additional Common Stock of the Company.
All funds used to purchase such securities were obtained from the working
capital of Meridian and no part of the purchase price for the securities
consisted of borrowed funds.
Item 4. Purpose of Transaction.
The purpose of the purchase of the Common Stock by Meridian is for general
investment purposes.
Meridian intends to review continuously its equity position in the Company.
Depending upon future evaluations of the business prospects of the Company and
upon other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Meridian
may determine to increase or decrease its equity interest in the Company by
acquiring additional shares of Common Stock or by disposing of all or a portion
of its holdings of Common Stock, subject to any applicable legal and contractual
restrictions on its ability to do so.
Meridian made the following purchases of Common Stock through broker
transactions: 7/27/94: 25,000 shares, 8/1/94: 25,000 shares, 8/3/94: 25,000
shares, 8/11/94: 25,000 shares, 8/19/94: 50,000 shares, and 9/8/94: 100,000
shares.
Meridian made the following additional purchases of Common Stock through
broker transactions: 10/19/95: 20,000 shares and 10/23/95: 30,000 shares.
Except as set forth herein, Meridian does not have any plans or proposals
which would relate to or result in:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date hereof, Meridian has the sole power to vote and
dispose of 201,900 shares of the Common Stock. The Common Stock held by
Meridian represents approximately 2.3% of the 8,844,375 shares of Common Stock
outstanding as of February 13, 1997, based on information provided in the
Company's Quarterly Report on Form 10-QSB for the three-month period ended
December 31, 1996.
Except as described herein, Meridian does not have the sole or shared
voting power to vote or the sole or shared power to dispose of any shares of
Common Stock.
To the knowledge of the Meridian, none of the individuals named in Item 2
has the sole or shared power to vote or the sole or shared power to dispose of
any shares of Common Stock.
(c) Except as stated herein, no transactions in shares of Common Stock
were effected during the past 60 days by Meridian or, to the best of its
knowledge, any of the individuals identified in Item 2.
(d) Not applicable.
(e) BETWEEN OCTOBER 15, 1996 AND MAY 21, 1997, MERIDIAN SOLD
158,100 SHARES OF THE COMMON STOCK OF THE COMPANY. THESE SALES BRING
MERIDIAN'S HOLDINGS TO LESS THAN 5% OF THE 8,844,375 SHARES OF THE
COMPANY OUTSTANDING AS OF FEBRUARY 13, 1997, BASED ON INFORMATION
PROVIDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE
THREE-MONTH PERIOD ENDED DECEMBER 31, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
Dated: June 5, 1997
Meridian Fund, Ltd.
By Meridian Advisors, Ltd., its General Partner
By Meridian Group, Inc., its General Partner
By: /s/ ROBERT T. ARNOLD
Name: Robert T. Arnold
Title: President and Chief Executive Officer
