UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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)
January 10, 2001
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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 8PAGES
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 1,600,629
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 1,600,629
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,600,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.5%
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 1,600,629
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 1,600,629
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,600,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.5%
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 1,600,629
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE
POWER
REPORTING 1,600,629
PERSON WITH 10 SHARED DISPOSITIVE
POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,600,629
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.5%
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. 15 to Schedule 13D ("Amendment No. 15")
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, Amendment No. 12
dated October 24, 2000, Amendment No. 13 dated November 17, 2000
and Amendment No. 14 dated November 29, 2000 (collectively,
"Amendment Nos. 1 through 14") 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. 15 amends the Schedule 13D and Amendment Nos. 1
through 14 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 14.
This filing of Amendment No. 15 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 sold by the Funds since December 7, 2000 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:
<PAGE>
SCHEDULE 13D
CUSIP NO. 359065109 PAGE 6 OF 8 PAGES
(a) The Fund beneficially owns, and DDJ Capital III, LLC and
DDJ beneficially own as general partner and investment manager,
respectively, of the Fund, 1,600,629 shares of Common Stock (including
the warrants to purchase 716,929 shares of common stock, see Item 3), or
approximately 8.5% of the outstanding Shares of the Company.
ITEM 6. CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Item 6 is amended by adding the following:
On December 19, 2000, B III Capital Partners, L.P. (the "Fund")
wrote 2,925 May 2001 Call Options with a strike price of $25.00 in
consideration for cash in the amount of $1,456,601.25. Simultaneously,
the Fund repurchased 1,900 February 2001 Call Options with a strike price
of $17.50 at a cost of $2,047,250 and 1,025 February 2001 Call Options
with a strike price of $20.00 at a cost of $848,187.50. The above
referenced February 2001 Call Options were previously reported. All such
Call Options were traded on public markets and therefore there are no
written agreements.
On January 8, 2001, the Fund wrote 130 May 2001 Call Options
with a strike price of $35.00 in consideration for cash in the amount of
$33,798.86. All such Call Options were traded on public markets and
therefore there are no written agreements.
On January 12, 2001, the Fund wrote 75 May 2001 Call Options
with a strike price of $35.00 in consideration for cash in the amount of
$22,311.75. All such Call Options were traded on public markets and
therefore there are no written agreements.
On January 16, 2001, the Fund wrote 1,000 August 2001 Call
Options with a strike price of $40.00 in consideration for cash in the
amount of $284,990.41. 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 December 7, 2000. The transactions were
made for cash in open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
12/7/00 PURCHASE 25,000 $627,000.00
12/7/00 SALE (6,600) $177,070.77
12/8/00 SALE (18,400) $501,537.81
12/11/00 SALE (11,600) $338,422.18
12/12/00 SALE (48,400) $1,451,075.54
12/13/00 SALE (25,200) $761,531.18
12/26/00 SALE (12,300) $371,453.74
12/27/00 SALE (7,800) $237,502.07
12/28/00 SALE (22,500) $690,879.94
1/5/01 SALE (22,500) $709,612.82
1/8/01 SALE (5,600) $181,713.41
1/9/01 SALE (5,900) $190,516.44
1/10/01 SALE (31,300) $1,033,889.01
1/11/01 SALE (5,000) $166,719.43
1/16/01 SALE (13,300) $449,861.48
