UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Frontier Airlines, Inc
-----------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
-----------------------------------------------------------------
(Title of Class of Securities)
359065109
---------------------------------------------------
(CUSIP Number)
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
April 24, 1998
-----------------------------------------------------------------
(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 [ ].
(Continued on following pages)
(Page 1 of 9 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,079,930
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,079,930
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,079,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,079,930
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,079,930
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,079,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,079,930
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,079,930
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,079,930
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 5 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER:
This Schedule 13D dated April 24, 1998 ("Schedule 13D") is filed with the
Securities and Exchange Commission by DDJ Capital Management, LLC, a
Massachusetts limited liability company, and certain affiliates.
This filing of Schedule 13D is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This Schedule 13D relates to shares of the common stock, $.001 par value
(the "Shares") of Frontier Airlines, Inc. (the "Company"). The principal
executive offices of the Company are located at 12015 East 46th Avenue, Suite
200, Denver, CO 80239.
ITEM 2. IDENTITY AND BACKGROUND:
This statement is being filed jointly by DDJ Capital Management, LLC.
("DDJ"), a Massachusetts limited liability company, B III Capital Partners,
L.P., a Delaware limited partnership and DDJ Capital III, LLC, a Delaware
limited liability company. Each of the aforementioned entities shall be
collectively referred to as the "DDJ Affiliates". DDJ Capital III, LLC is the
general partner of, and DDJ is the investment manager for, B III Capital
Partners, L.P.
The Shares described herein are owned by B III Capital Partners, L.P. (the
"Fund"). The principal office of each of DDJ and the DDJ Affiliates are located
at 141 Linden Street, Suite 4, Wellesley, Massachusetts 02181.
The name, residence, or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
DDJ and each of the DDJ Affiliates are set forth on Schedule A hereto.
Within the past five years, none of DDJ or the DDJ Affiliates named in this
Item 2 or, to the best of its knowledge, the persons listed on Schedule A has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil proceeding and as a
result thereof was or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violations with respect to
such laws.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 6 OF 9 PAGES
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
On April 24, 1998, the Fund purchased from the Company in a private
placement 4,363,001 Shares and warrants to purchase 716,929 shares of Common
Stock (the "Warrants") of the Company for cash in the amount of approximately
$14,179,753. Each Warrant is exercisable to purchase one share of Common Stock
of the Company at an exercise price of $3.75 in cash per share, subject to
adjustment. Warrants are exercisable during the four-year period beginning on
the date of issuance and ending on the fourth anniversary of the date of
issuance.
ITEM 4. PURPOSE OF TRANSACTION:
The Shares described herein were purchased in pursuit of a specified
investment objectives established by the investors in the Fund. DDJ and the DDJ
Affiliates may continue to have the Fund purchase Shares subject to a number of
factors, including, among others, the availability of Shares for sale at what
they consider to be reasonable prices and other investment opportunities that
may be available to the Fund.
DDJ and the DDJ Affiliates intend to review continuously the equity
position of the Fund 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, DDJ and the DDJ Affiliates may determine to cease
making additional purchases of Shares or to increase or decrease the equity
interest in the Company by acquiring additional Shares, or by disposing of all
or a portion of the Shares.
Except as set forth below or in Item 6, none of DDJ or the DDJ Affiliates
has any present plan or proposal which relates to or would result in (i) an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets of or involving
the Company or any of its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material changes in the Company's
present capitalization or dividend policy or any other material change in the
Company's business or corporate structure, (iv) any change in the Company's
charter or bylaws, (v) the Company's Shares becoming eligible for termination of
their registration pursuant to Section 12(g)(4) of the 1934 Act, or (vi) any
similar action. Under the terms of the Securities Purchase Agreement dated
April 24, 1998 by and between the Company and the Fund, entered into in
connection with the private placement described in Item 3 above, the Fund has
the right to designate two persons reasonably acceptable to the Company to be
nominees to the Board of Directors of the Company and the Company is required to
use its best efforts to have such nominees elected. This right ceases at such
time as B III owns less than 984,354 shares of Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 7 OF 9 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) The Fund beneficially owns, and DDJ Capital III, LLC and DDJ
beneficially own as general partner and investment manager, respectively, of the
Fund, 5,079,930 shares of Common Stock (including the warrants to purchase
716,929 shares of common stock, see Item 3), or approximately 35.4% of the
outstanding Shares of the Company.
(b) Each of the aforementioned entities has sole power to vote and to
dispose of the Shares so indicated.
(c) Except as set forth in Item 3, neither DDJ nor any of the DDJ
Affiliates, and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A hereto, have effected any transaction in the
Shares during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
The Company and the Fund are parties to a Registration Rights Agreement by
and between the Company and the Fund, dated as of April 24, 1998, obligating the
Company to register the Common Stock and the Common Stock underlying the
Warrants under the Securities Act of 1933, as amended.
Other than as described in this Schedule 13D, neither DDJ nor any of the
DDJ Affiliates and, to the best knowledge of DDJ and the DDJ Affiliates, none of
the persons named in Schedule A, hereto have any contract, arrangement,
understanding or relationship with any person with respect to any securities of
the Company, including respecting voting or transfer of Company securities or
joint venture, finder's fee or the like.
The Fund may from time to time own debt securities issued by the Company,
and may from time to time purchase and/or sell such debt securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
None.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 8 OF 9 PAGES
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
correct.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Judy K. Mencher
--------------------------------
Judy K. Mencher
Member
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 9 OF 9 PAGES
SCHEDULE A
===========
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181. Mr. Harmetz, Mr. Breazzano
and Ms. Mencher are U. S. citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
