UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 13)
Frontier Airlines, Inc
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(Name of Issuer)
Common Stock, $.001 Par Value
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(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)
November 17, 2000
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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 7 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 2 OF 7 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 2,168,029
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,168,029
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 3 OF 7 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 2,168,029
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,168,029
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 4 OF 7 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 2,168,029
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,168,029
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,168,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 5 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 13 to Schedule 13D ("Amendment No. 13") 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, Amendment No. 6 dated June 23, 1999,
Amendment No. 7 dated July 12, 1999, Amendment No. 8 dated April 7, 2000,
Amendment No. 9 dated April 7, 2000, Amendment No. 10 dated July 10, 2000,
Amendment No. 11 dated September 29, 2000 and Amendment No. 12 dated October 24,
2000 (collectively, "Amendment Nos. 1 through 12") 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. 13 amends the Schedule 13D and Amendment Nos. 1 through 12 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 12.
This filing of Amendment No. 13 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:
On November 20, 2000 B III Capital Partners, L.P. sold 25,000 Shares for an
aggregate sale price of $649,978.33. Other than as set forth herein, there have
been no other purchases or sales by the Funds since November 3, 2000 and
therefore a Schedule B will not be attached to this Amendment No. 13.
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, 2,168,029 shares of
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 6 OF 7 PAGES
Common Stock (including the warrants to purchase 716,929 shares of common stock,
see Item 3), or approximately 11.7% of the outstanding Shares of the Company.
Paragraph (c) in Item 5 is amended as set forth below:
On November 17, 2000, 2,800 November 2000 Call Options written by the Fund
with a strike price of $17.50 (and previously reported) were exercised by the
holder thereof. Accordingly, the Fund delivered 280,000 shares of common stock
and received consideration of $4,900,000.
On November 17, 2000, 2,133 November 2000 Call Options written by the Fund
with a strike price of $15 (and previously reported) were exercised by the
holder thereof. Accordingly, the Fund delivered 213,300 shares of common stock
and received consideration of $3,199,500.
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 7 OF 7 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
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Wendy Schnipper Clayton
Attorney-In-Fact*
*Limited Power of Attorney filed with the SEC on July 29, 1998.
