UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Frontier Airlines, Inc
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(Name of Issuer)
Common Stock, $.001 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
359065109
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
July 12, 1999
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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 [ ].
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 2 OF 8 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 3,455,229
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,455,229
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,455,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 3 OF 8 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 3,455,229
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,455,229
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,455,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 4 OF 8 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 3,455,229
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,455,229
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,455,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 5 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") should be read in
conjunction with the Schedule 13D dated April 24, 1998 ("Schedule 13D"),
Amendment No. 1 dated May 25, 1998, Amendment No. 2 dated May 25, 1998,
Amendment No. 3 dated November 6, 1998, Amendment No. 4 dated December 1, 1998,
Amendment No. 5 dated February 19, 1999 and Amendment No. 6 dated June 23, 1999
(collectively, "Amendment Nos. 1 through 6") each as filed with the Securities
and Exchange Commission by DDJ Capital Management, LLC, a Massachusetts limited
liability company, and certain affiliates. This Amendment No. 7 amends the
Schedule 13D and Amendment Nos. 1 through 6 only with respect to those items
listed below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto on the Schedule 13D or Amendment Nos. 1 through 6.
This filing of Amendment No. 7 is not, and should be deemed to be, an
admission that the Schedule 13D or any Amendment thereto is required to be
filed.
This statement 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 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is amended by adding the following:
Shares purchased and/or sold by the Funds since July 2, 1999 are set forth
on the attached Schedule B.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item 5 is deleted in its entirety and amended as set forth
below:
(a) The Fund beneficially owns, and DDJ Capital III, LLC and DDJ
beneficially own as general partner and investment manager, respectively, of the
Fund, 3,455,229 shares of Common Stock (including the warrants to purchase
716,929 shares of common stock, see Item 3), or approximately 20.9% of the
outstanding Shares of the Company.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 6 OF 8 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:
Item 6 is amended by adding the following:
On July 20, 1999, B III Capital Partners, L.P. (the "Fund") wrote 540
February 2000 Call Options with a strike price of $20 in consideration for cash
in the amount of $133,645.50. The Fund also wrote 100 February 2000 Call
Options with a strike price of $17.50 in consideration for cash in the amount of
$34,748.83. All such Call Options were traded on public markets and therefore
there are no written agreements.
On July 22, 1999, the Fund wrote 450 February 2000 Call Options with a
strike price of $20 in consideration for cash in the amount of $102,934.03. The
Fund also wrote 50 February 2000 Call Options with a strike price of $17.50 in
consideration for cash in the amount of $17,374.41. All such Call Options were
traded on public markets and therefore there are no written agreements.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 7 OF 8 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 / Wendy Schnipper Clayton
-------------------------------------------
Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on July 29, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 Page 8 of 8 Pages
SCHEDULE B
===========
Frontier Airlines, Inc.
======================
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since July 2, 1999. The transactions were made for cash in open
market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
07/02/99 SALE (13,700) $221,038.00
07/06/99 SALE (10,000) $161,569.60
07/07/99 SALE (5,000) $81,722.27
07/08/99 SALE (4,500) $74,112.52
07/12/99 SALE (298,000) $4,968,232.88
07/14/99 SALE (6,500) $110,715.04
07/15/99 SALE (22,000) $380,151.70
07/16/99 SALE (35,300) $621,121.58
07/19/99 SALE (60,000) $1,084,289.79
07/20/99 SALE (17,300) $317,357.90
07/21/99 SALE (23,000) $423,671.15
07/22/99 SALE (39,500) $722,759.09
