UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FRONTIER AIRLINES, INC.
(Name of Issuer)
Common Stock Purchase Warrants, no par value
(Title of Class of Securities)
[FRNT]
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate 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 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 ("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 1 of 11 Pages
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CUSIP No. [FRNT]
1. Names of Reporting Persons.
IMPRIMIS INVESTORS LLC
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially
Owned by Each 6. Shared Voting Power 380,120
Reporting
Person With 7. Sole Dispositive Power 0
8. Shared Dispositive Power 380,120
9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row 9 2.4%
12. Type of Reporting Person (See Instructions) CO
Page 2 of 11 Pages
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CUSIP No. [FRNT]
1. Names of Reporting Persons.
WEXFORD SPECTRUM INVESTORS LLC
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware
Number of Shares 5. Sole Voting Power 0
Beneficially
Owned by Each 6. Shared Voting Power 0
Reporting
Person With 7. Sole Dispositive Power 0
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) [ ]
11. Percent of Class Represented by Amount in Row 9 0%
12. Type of Reporting Person (See Instructions) CO
Page 3 of 11 Pages
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CUSIP No. [FRNT]
1. Names of Reporting Persons.
CHARLES E. DAVIDSON
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of Shares 5. Sole Voting Power 0
Beneficially
Owned by Each 6. Shared Voting Power 380,120
Reporting
Person With 7. Sole Dispositive Power 0
8. Shared Dispositive Power 380,120
9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row 9 2.4%
12. Type of Reporting Person (See Instructions) IN
Page 4 of 11 Pages
<PAGE>
CUSIP No. [FRNT]
1. Names of Reporting Persons.
JOSEPH M. JACOBS
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of Shares 5. Sole Voting Power 0
Beneficially
Owned by Each 6. Shared Voting Power 380,120
Reporting
Person With 7. Sole Dispositive Power 0
8. Shared Dispositive Power 380,120
9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row 9 2.4%
12. Type of Reporting Person (See Instructions) IN
Page 5 of 11 Pages
<PAGE>
CUSIP No. [FRNT]
1. Names of Reporting Persons.
WEXFORD MANAGEMENT LLC
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Connecticut
Number of Shares 5. Sole Voting Power 0
Beneficially
Owned by Each 6. Shared Voting Power 380,120
Reporting
Person With 7. Sole Dispositive Power 0
8. Shared Dispositive Power 380,120
9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) [ ]
11. Percent of Class Represented by Amount in Row 9 2.4%
12. Type of Reporting Person (See Instructions) CO
Page 6 of 11 Pages
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Item 1.
(a) The name of the issuer is FRONTIER AIRLINES, INC. (the "Issuer").
(b) The principal executive office of the Issuer is located at 12015 East
46th Avenue, Denver, Colorado 80239.
Item 2.
(a) This statement is being filed by (i) Imprimis Investors LLC, a
Delaware limited liability company ("Imprimis"), (ii) Wexford
Spectrum Investors LLC, a Delaware limited liability company
("Wexford Spectrum", and collectively with Imprimis, the "Warrant
Holders") (iii) Wexford Management LLC, a Connecticut limited
liability company ("Wexford Management"), (iv) Charles E. Davidson
and (v) Joseph M. Jacobs (the individuals and entities referred to
above, collectively, the "Reporting Persons").
(b) The principal business and office address for the Reporting Persons
is c/o Wexford Management LLC, 411 West Putnam Avenue, Suite 125,
Greenwich, Connecticut 06930.
(c) Imprimis is a Delaware limited liability company, the members of
which are private investment funds. Imprimis was organized for the
purpose of making various investments.
Wexford Spectrum is a Delaware limited liability company, the members
of which are private investment funds. Wexford Spectrum was formed
for the purpose of making various investments.
Wexford Management, a Connecticut limited liability company, is a
registered Investment Advisor and the manager of the Warrant Holders.
Wexford Management also serves as an investment advisor or
sub-advisor to the members of the Warrant Holders.
Charles E. Davidson, a United States citizen, is chairman, a managing
member and a controlling member of Wexford Management. Mr. Davidson
is a controlling person or an investor in a number of private
companies, including certain members of the Warrant Holders.
Joseph M. Jacobs, a United States citizen, is president, a managing
member and a controlling member of Wexford Management. Mr. Jacobs is
a controlling person or an investor in a number of private companies,
including certain members of the Warrant Holders.
(d) This class of securities to which this statement relates is a warrant
(the "Warrant") to purchase shares of the common stock, no par value,
of the Issuer (the "Common Stock"). This statement amends the
Schedule 13G, dated October 9, 1998, filed by the Reporting Person in
respect of the Warrants.
(e) The CUSIP number of the Warrant is [FRNT].
Page 7 of 11 Pages
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Item 3.
If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in accordance with
(g) ___ A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box. [ X ].
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The Reporting Persons may be deemed to own beneficially the respective
percentages and numbers of Warrants set forth below (on the basis of 15,161,944
shares of Common Stock issued and outstanding).
Imprimis Investors LLC
(a) Amount beneficially owned: 380,120
(b) Percent of class: 2.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 380,120
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
380,120
Page 8 of 11 Pages
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Wexford Spectrum Investors LLC
(a) Amount beneficially owned: 0
(b) Percent of class: 0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Charles E. Davidson
(a) Amount beneficially owned: 380,120
(b) Percent of class: 2.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 380,120
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
380,120
Joseph M. Jacobs
(a) Amount beneficially owned: 380,120
(b) Percent of class: 2.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 380,120
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
380,120
Wexford Management LLC
(a) Amount beneficially owned: 380,120
(b) Percent of class: 2.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 380,120
Page 9 of 11 Pages
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(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
380,120
Wexford Management may, by reason of its status as manager of Imprimis and
Wexford Spectrum, be deemed to own beneficially the interests in the Warrant of
which Imprimis and Wexford Spectrum possess beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford Management, be deemed to own
beneficially the interests in the Warrant of which Imprimis and Wexford Spectrum
possess beneficial ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management shares
the power to vote and to dispose of the interests in the Warrant Imprimis and
Wexford Spectrum beneficially own.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X [.
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
Not applicable.
Item 8. Identification and Classification of Members of the group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
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.
Page 10 of 11 Pages
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Dated: January 28, 1999
IMPRIMIS INVESTORS LLC
By: /S/ ARTHUR A. AMRON
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECTRUM INVESTORS LLC
By: /S/ ARTHUR A. AMRON
-------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /S/ ARTHUR A. AMRON
-------------------
Name: Arthur H. Amron
Title: Senior Vice President
/S/ CHARLES E. DAVIDSON
-----------------------
CHARLES E. DAVIDSON
/S/ JOSEPH M. JACOBS
--------------------
JOSEPH M. JACOBS
Page 11 of 11 Pages
