<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
Western Pacific Airlines, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
959080102
- --------------------------------------------------------------------------------
(CUSIP Number)
Ivan Irwin, Jr.
Hunt Petroleum of Texas, Inc.
5000 Thanksgiving Tower
Dallas, Texas 75201
(214) 922-1010
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 3, 1997
- --------------------------------------------------------------------------------
(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: [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed 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).
The Exhibit Index required by Rule 0-(c) is located at page 54 of this filing.
(Continued on the following page(s))
Page 1 of 54 Pages
<PAGE> 2
CUSIP NO. 959080102 13D Page 2 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hunt Petroleum of Texas, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,822,239
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,822,239
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,822,239
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 3
CUSIP NO. 959080102 13D Page 3 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tom Hunt, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 83,200
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
83,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 4
CUSIP NO. 959080102 13D Page 4 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James L. Parker, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 83,200
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
83,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 5
CUSIP NO. 959080102 13D Page 5 of 54 Pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Margaret Hunt Hill, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 83,200
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
83,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 6
CUSIP NO. 959080102 13D Page 6 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ivan Irwin, Jr., individually and as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 37,702
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 37,702
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,702
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 7
CUSIP NO. 959080102 13D Page 7 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Wikert
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 233,868
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 233,868
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
233,868
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 8
CUSIP NO. 959080102 13D Page 8 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Danny Bowlin, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 50,400
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 50,400
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 9
CUSIP NO. 959080102 13D Page 9 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AGH Aviation, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE> 10
CUSIP NO. 959080102 13D Page 10 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AHT Financial, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 11
CUSIP NO. 959080102 13D Page 11 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lyda Hill, as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
SEC USE ONLY
3
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 12
CUSIP NO. 959080102 13D Page 12 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Heather Victoria Hill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 13
CUSIP NO. 959080102 13D Page 13 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Albert G. Hill, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 14
CUSIP NO. 959080102 13D Page 14 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alinda Hill Wikert, individually and as custodian
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 4,800
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,800
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 15
CUSIP NO. 959080102 13D Page 15 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wesley Hill Wisenbaker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 16
CUSIP NO. 959080102 13D Page 16 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.J. Donnally, Jr., as trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 17
CUSIP NO. 959080102 13D Page 17 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seven Falls Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 18
CUSIP NO. 959080102 13D Page 18 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Free Throw, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 31,141
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 31,141
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 19
CUSIP NO. 959080102 13D Page 19 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AGH Partners I, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE> 20
CUSIP NO. 959080102 13D Page 20 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AGH Productions, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 21
CUSIP NO. 959080102 13D Page 21 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hill Development Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> 22
CUSIP NO. 959080102 13D Page 22 of 54 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elisa Margaret Hill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE> 23
CUSIP NO. 959080102 13D Page 23 of 54 Pages
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.001 per
share (the "SHARES"), of Western Pacific Airlines, Inc., a Delaware corporation
(the "COMPANY"). The principal executive offices of the Company are at 2864 S.
Circle Drive, Suite 1100, Colorado Springs, Colorado 80906, and its telephone
number at such address is (719) 579-7737.
Item 2. Identity and Background.
(a)-(c), (f). This statement is filed by Hunt Petroleum of Texas, Inc., a
Delaware corporation ("HPTI"), Tom Hunt, as trustee ("T. HUNT"), James L.
Parker, as trustee ("J. PARKER"), Margaret Hunt Hill, as trustee ("M.H. HILL"),
Ivan Irwin, Jr., individually and as trustee ("I. IRWIN"), James R. Wikert ("J.
WIKERT"), Danny Bowlin, as trustee ("D. BOWLIN"), AGH Aviation Ltd., a Texas
limited partnership ("AGH AVIATION"), AHT Financial, Inc., a Texas corporation
("AHT"), Lyda Hill, as trustee ("L. HILL"), Heather Victoria Hill ("H.V.
HILL"), Albert G. Hill, III ("A.G. HILL, III"), Alinda Hill Wikert,
individually and as custodian ("A.H. WIKERT"), Wesley Hill Wisenbaker ("W.H.
WISENBAKER"), C.J. Donnally, Jr. ("C.J. DONNALLY"), as trustee, Seven Falls
Company, a Delaware corporation ("SEVEN FALLS"), Free Throw, Inc., a Texas
corporation ("FREE THROW"), AGH Partners I, a Texas general partnership ("AGH
PARTNERS"), AGH Productions, Inc., a Texas corporation ("AGH PRODUCTIONS"),
Hill Development Corporation, a Delaware corporation ("HILL DEVELOPMENT"), and
Elisa Margaret Hill ("E.M. HILL"). I. Irwin, J. Wikert, D. Bowlin, AGH
Aviation, AHT, L. Hill, H.V. Hill, A.G. Hill, III, A.H. Wikert, W.H.
Wisenbaker, C.J. Donnally, AGH Air, Seven Falls, Free Throw, AGH Partners, AGH
Productions, Hill Development and E.M. Hill are sometimes collectively referred
to herein as the "REPORTING PERSONS." The Reporting Persons hereby expressly
disclaim the existence of any "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934 among themselves or with any other person,
with respect to the Shares.
HPTI is a Delaware corporation with a principal business of investments. The
principal executive offices of HPTI are at 5000 Thanksgiving Tower, Dallas,
Texas 75201. The directors and executive officers of HPTI are T. Hunt, J.
Parker, I. Irwin and Danny Bowlin. HPTI is wholly owned (and controlled) by
Hunt Petroleum Corporation, a Delaware corporation ("HPC"). HPC is
principally engaged in the business of oil and gas exploration and production.
The directors and executive officers of HPC are T. Hunt, J. Parker, I. Irwin
and M.H. Hill. HPC is owned (and controlled) by the Margaret Hunt Trust Estate
and the Haroldson L. Hunt, Jr. Trust Estate. Tom Hunt is the sole trustee of
the Margaret Hunt Trust Estate, and J. Parker is the sole trustee of the
Haroldson L. Hunt, Jr. Trust Estate. The principal executive offices or
business address of each of HPC, the Margaret Hunt Trust Estate, Tom Hunt, the
Haroldson L. Hunt, Jr. Trust Estate and James L. Parker is 5000 Thanksgiving
Tower, Dallas, Texas 75201.
J. Parker is a trustee of the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill and
the Lyda Hunt-Margaret Trusts-Lyda Hill. He is principally employed as
President and a director of HPC and President and director of HPTI. J. Parker
is a U.S. citizen.
T. Hunt is a trustee of the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill and
the Lyda Hunt-Margaret Trusts-Lyda Hill. He is principally employed as
Chairman of the Board of Directors of HPC and Vice President and director of
HPTI. T. Hunt is a U.S. citizen.
M.H. Hill is a trustee of the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill and
the Lyda Hunt-Margaret Trusts-Lyda Hill. She is principally employed as Vice
President and a director of HPC. Her principal business address is 5000
Thanksgiving Tower, Dallas, Texas 75201. M.H. Hill is a U.S. citizen.
From June 26, 1995 to October 3, 1997, I. Irwin served as director of the
Company. I. Irwin serves as Vice President of HPTI and as Vice Chairman of the
Board of Directors and Executive Vice President of HPC. I. Irwin is the sole
trustee of the Kevin Irwin Trust, the Drew Educational Trust and the Lane
Educational Trust. I. Irwin is also Executive Vice President of U.S. Financial
Corp., a Texas corporation and the general partner of AGH Aviation. His
principal business address is 5000 Thanksgiving Tower, Dallas, Texas 75201. I.
Irwin is a U.S. citizen.
From June 26, 1995 to October 3, 1997, J. Wikert served as director of the
Company. J. Wikert is principally employed as an airline executive. J. Wikert
is married to A.H Wikert, daughter of M.H. Hill. His principal business address
is 3890 West Northwest Highway, Suite 700, Dallas, Texas 75220. J. Wikert is a
U.S. citizen.
D. Bowlin is the sole trustee for the Wisenbaker/Wikert 1986 Trusts, which
were established for the four children of A.H. Wikert. D. Bowlin is
principally employed as Senior Vice President of HPC and Vice President and a
director of HPTI. His principal address is 5000 Thanksgiving Tower, Dallas,
Texas 75201. D. Bowlin is a U.S. citizen.
AGH Aviation is a Texas limited partnership with a principal business of
leasing airplanes. U.S. Financial Corporation, a Texas corporation, is its
general partner. Al G. Hill, Jr. ("AL G. HILL, JR."), is the partnership's
sole limited partner. U.S. Financial Corporation is solely owned (and
controlled) by Al G. Hill, Jr. The executive officers and directors of U.S.
Financial Corporation are Al G. Hill, Jr., Mike Cockrell, I. Irwin and Richard
M. Pena. Al G. Hill, Jr. and Mike Cockrell are principally
<PAGE> 24
CUSIP NO. 959080102 13D Page 24 of 54 Pages
employed as executives of numerous entities. Richard M. Pena is principally
employed as Vice President for U.S. Financial Corporation. The principal
executive offices for AGH Aviation, U.S. Financial Corporation, Al G. Hill, Jr.
and each of the other executive officers and directors of U.S. Financial
Corporation is located at 5000 Thanksgiving Tower, Dallas, Texas 75201. Mike
Cockrell and Richard M. Pena are U.S. citizens.
AHT is a Texas corporation with a principal business of investments. The
executive officers and directors of AHT are Al G. Hill, Jr., L. Hill and Mike
Cockrell. AHT is wholly-owned by the Albert Hill Trust, of which L. Hill is the
sole trustee. The principal executive offices of AHT and each of its executive
officers and directors are located at 5000 Thanksgiving Tower, Dallas, Texas
75201.
L. Hill is the sole trustee for the Albert Hill Trust. L. Hill is
principally involved in real estate investments. Her principal business
address is 5000 Thanksgiving Tower, Dallas, Texas 75201. L. Hill is a U.S.
citizen.
H.V. Hill is the daughter of Al G. Hill, Jr. H.V. Hill is a partner of AGH
Partners. H.V. Hill is principally employed as a private investor. Her
principal business address is 5000 Thanksgiving Tower, Dallas, Texas 75201.
H.V. Hill is a U.S. citizen.
A.G. Hill, III is the son of Al G. Hill, Jr. A.G. Hill, III is a partner of
AGH Partners. A.G. Hill, III is principally employed as an investor in various
entities. A.G. Hill, III's principal business address is 5000 Thanksgiving
Tower, Dallas, Texas 75201. A.G. Hill, III is a U.S. citizen.
A.H. Wikert is the wife of J. Wikert and the daughter of M.H. Hill. A.H.
Wikert is the mother of W.H. Wisenbaker, Margretta Hill Wikert and Cody
McArthur Wikert. A.H. Wikert is the custodian of accounts established under
the Uniform Texas Gifts to Minors Act for the benefit of Margretta Hill Wikert
and Cody McArthur Wikert. A.H. Wikert is principally employed as an airline
executive. Her principal business address is 5000 Thanksgiving Tower, Dallas,
Texas 75201. A.H. Wikert is a U.S. citizen.
W.H. Wisenbaker is the son of A.H. Wikert. He is principally employed as a
student. His principal business address is 5000 Thanksgiving Tower, Dallas,
Texas 75201. W.H. Wisenbaker is a U.S. citizen.
C.J. Donnally is a trustee of The Margaret Hunt Hill-Albert G. Hill, III
Trust, The Margaret Hunt Hill-Heather Victoria Hill Trust, the Margaret Hunt
Hill-Elisa Margaret Hill Trust, The Margaret Hunt Hill-Michael Bush Wisenbaker,
Jr. Trust, The Margaret Hunt Hill-Wesley Hill Wisenbaker Trust, The Margaret
Hunt Hill-Cody McArthur Wikert Trust and The Margaret Hunt Hill-Margretta Hill
Wikert Trust. He is principally employed as a stockbroker. His principal
business address is 200 Crescent Court, Suite 1200, Dallas, Texas 75201. C.J.
Donnally is a U.S. citizen.
Free Throw is a Texas corporation with a principal business of leasing
airplanes. The directors and executive officers of Free Throw are W. Jeptha
Thornton, J. Wikert and Ralph Koti. W. Jeptha Thornton is principally employed
as an investor. Ralph Koti is principally employed as an attorney in private
practice. The executive offices of Free Throw, W. Jeptha Thornton and Ralph
Koti are located at 8629 Lemmon Avenue, Hanger H, Dallas, Texas 75209. W.
Jeptha Thornton and Ralph Koti are U.S. citizens.
Seven Falls is a Delaware corporation with a principal business of operating
a scenic attraction park. The directors and executive officers of Seven Falls
are L. Hill, Al G. Hill, Jr. and M.H. Hill. The principal executive offices of
Seven Falls are at 5000 Thanksgiving Tower, Dallas, Texas 75201.
AGH Partners is a Texas general partnership with a principal business of
investments. The general partners of AGH Partners are The Hill 1980 Trusts
(defined herein), Al G. Hill, Jr., A. G. Hill, III, E.M. Hill and H.V. Hill.
Al G. Hill, Jr., the son of M.H. Hill, serves as a limited partner to AGH
Aviation and trustee of a group of trusts commonly referred to as The Hill 1980
Trusts. The Hill 1980 Trusts include The Hill Grandchildren's Trust-Albert G.
Hill, III, The Hill Grandchildren's Trust-Elisa Margaret Hill, The Hill
Grandchildren's Trust-Heather Victoria Hill, The Hill Grandchildren's
Trust-Cody McArthur Wikert, The Hill Grandchildren's Trust-Margretta Hill
Wikert, The Hill Grandchildren's Trust-Michael Bush Wisenbaker, Jr. and The
Hill Grandchildren's Trust-Wesley Hill Wisenbaker. The executive offices or
principal place of business for each of Al G. Hill, Jr. and AGH Productions is
located at 5000 Thanksgiving Tower, Dallas, Texas 75201. Al G. Hill, Jr. is a
U.S. citizen.
AGH Productions is a Texas corporation with a principal business of film
production. The directors and executive officers of AGH Productions are Al G.
Hill, Jr., Mike Cockrell and Michael Liddle. Michael Liddle is principally
employed in the aircraft chartering industry. The executive offices or
principal place of business for AGH Productions is located at 5000 Thanksgiving
Tower, Dallas, Texas 75201. Michael Liddle is located at 3890 W. Northwest
Highway, Suite 304, Dallas, Texas 75220. Mr. Liddle is a U.S. citizen.
<PAGE> 25
CUSIP NO. 959080102 13D Page 25 of 54 Pages
Hill Development is a Delaware corporation with a principal business of
investments. The directors and executive officers of Hill Development are L.
Hill, Al G. Hill, Jr., A.H. Wikert, Donald C. Hare and Joyce D. Waller. Donald
C. Hare is principally employed as a real estate developer. Joyce D. Waller
is principally employed as an executive officer in numerous entities. The
executive offices or principal place of business for Hill Development and Joyce
D. Waller are located at 5000 Thanksgiving Tower, Dallas, Texas 75201. The
executive offices or principal place of business for Donald C. Hare is located
at 3320 Mesa Road, Colorado Springs, Colorado 80904. Donald C. Hare and Joyce
D. Waller are U.S. citizens.
E.M. Hill is the daughter of Al G. Hill, Jr. She is principally employed as
a student. The executive offices or principal place of business of E.M. Hill
are at 5000 Thanksgiving Tower, Dallas, Texas 75201. E.M. Hill is a U.S.
citizen.
(d)-(e). None of the named above has, during the past five (5) years, (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
(a) HPTI is the beneficial owner of 1,822,239 Shares. Of such number,
1,250,000 Shares were acquired for a price of $5,000,000 and 300,000 Shares
were acquired in a private transaction for a price of $2,100,000. All funds for
the purchase of the 1,550,000 Shares were acquired through an intercompany loan
from HPC. Also included in the Shares beneficially owned are currently vested
warrants to acquire 272,239 Shares. The consideration for the warrants was a
Stock Purchase Agreement as more fully set forth in Item 4.
(b) T. Hunt is the beneficial owner of 83,200 Shares, all of which were
acquired with cash on hand. Of such number, 75,000 Shares are held of record by
the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill for a total purchase price of
$150,000, and 8,200 are held of record by the Lyda Hunt-Margaret Trusts-Lyda
Hill for a total purchase price of $139,660. T. Hunt is a trustee of both
trusts. Excluded from the Shares beneficially owned by T. Hunt are 1,550,000
Shares owned by HPTI as set forth above in subparagraph (a), which Shares could
be attributed to him as trustee of the Margaret Hunt Trust Estate, a
significant stockholder of HPC, which is in turn the sole stockholder of HPTI.
T. Hunt disclaims beneficial ownership of the Shares owned by HPTI.
(c) J. Parker is the beneficial owner of 83,200 Shares, all of which were
acquired with cash on hand. Of such number, 75,000 Shares are held of record by
the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill for a total purchase price of
$150,000, and 8,200 are held of record by the Lyda Hunt-Margaret Trusts-Lyda
Hill for a total purchase price of $139,660. J. Parker is a trustee of both
trusts. Excluded from the Shares beneficially owned by J. Parker are 1,550,000
Shares owned by HPTI as set forth above in subparagraph (a), which Shares could
be attributed to him as trustee of the Haroldson L. Hunt, Jr. Trust Estate, a
significant stockholder of HPC, which is in turn the sole stockholder of HPTI.
J. Parker disclaims beneficial ownership of the Shares owned by HPTI.
(d) M.H. Hill is the beneficial owner of 83,200 Shares, all of which were
acquired with cash on hand. Of such number, 75,000 Shares are held of record by
the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill for a total purchase price of
$150,000, and 8,200 are held of record by the Lyda Hunt-Margaret Trusts-Lyda
Hill for a total purchase price of $139,660. M. Hill is a trustee of both
trusts.
(e) J. Wikert is the beneficial owner of 233,868 Shares. This number includes
208,868 Shares owned directly by him. Of such number, 206,500 Shares were
acquired for a total purchase price of $1,295,000. Of those 206,500 Shares,
170,500 Shares were purchased with cash on hand. The cash consideration for the
remaining 36,000 Shares was acquired through a loan for $410,000 from Smith,
Barney, Harris, Upham & Co. ("SMITH BARNEY"). From the proceeds of the loan
from Smith Barney (the "SMITH BARNEY LOAN"), J. Wikert purchased a total of
67,141 Shares. The purchase price of 33,000 Shares was $10.88 and the remaining
34,141 were acquired through debt forgiveness resulting in an average purchase
price of $14.50 for all 67,141 Shares. Of the 67,141 Shares, J. Wikert is the
holder of record of 36,000 Shares. The remaining 31,141 Shares are held of
record by Free Throw. The collateral for the Smith Barney Loan was 70,500
Shares held of record by J. Wikert. The remaining 2,368 Shares of the 208,868
Shares owned directly were acquired pursuant to a restricted stock award to
non-employee directors of the Company. Also included in the total Shares of
which J. Wikert is the beneficial owner are 25,000 Shares that he has the right
to acquire for $6.00 per share pursuant to a stock option granted by the
Company. Excluded from the Shares beneficially owned by J. Wikert are 50,400
Shares owned by the Wisenbaker/Wikert 1986 Trusts and 75,000 Shares owned by
the Lyda Hunt-Margaret Trusts-Alinda Hunt Hill. J. Wikert disclaims beneficial
ownership of such excluded Shares.
(f) I. Irwin is the beneficial owner of 37,702 Shares, including 12,702
Shares owned directly by him individually or as trustee. Of such number, 10,034
Shares were purchased for a total purchase price of $82,304 and 300 were
purchased for a total purchase price of $5,700. The remaining 2,368 Shares of
the 12,702 Shares owned directly were acquired pursuant to a restricted stock
award to non-employee directors of the Company. Also included in the total
Shares beneficially owned by I. Irwin are 25,000 Shares that he has a right to
acquire for $6.00 per share.
<PAGE> 26
CUSIP NO. 959080102 13D Page 26 of 54 Pages
pursuant to a stock option granted by the Company. All Shares owned by I. Irwin
and the trusts of which he is the trustee were acquired with cash on hand unless
otherwise indicated.
(g) D. Bowlin is the beneficial owner of 50,400 Shares. Such Shares are held
of record by the Wisenbaker/Wikert 1986 Trusts, of which he is the sole
trustee, and were acquired by such trusts for a total purchase price of
$107,600 with cash on hand.
(h) A.H. Wikert is the beneficial owner of 4,800 Shares. Of such number,
4,600 Shares are held of record by her, and were acquired for a total purchase
price of $75,140. Of the remaining 200 Shares beneficially owned by A.H.
Wikert, 100 Shares are held in an account established under the Texas Uniform
Gifts to Minors Act for the benefit of Margretta Hill Wikert, for a total
purchase price of $1,900 and 100 Shares are held in an account established
under the Texas Uniform Gifts to Minors Act for the benefit of Cody McArthur
Wikert, for a total purchase price of $1,900. A.H. Wikert is the custodian of
both accounts. All Shares owned directly by A.H. Wikert or held in accounts of
which A.H. Wikert is the custodian, were acquired with cash on hand.
(i) Free Throw is the beneficial owner of 31,141 Shares. Such Shares were
acquired as set forth above in subparagraph (e).
<PAGE> 27
CUSIP NO. 959080102 13D Page 27 of 54 Pages
Item 4. Purpose of Transaction.
The Reporting Persons have purchased the Shares for investment purposes. Any
of the Reporting Persons may purchase additional Shares either in the open
market or in private transactions, depending on his or its evaluation of the
Company's business, prospects and financial condition, the market for the
Shares, economic conditions, money and stock market conditions and other future
developments. Depending on the same factors, any of the Reporting Persons may
decide to sell all or part of his or its investment in the Shares.
From June 26, 1995 to October 3, 1997, Ivan Irwin, Jr. and James R. Wikert
served as directors of the Company.
On January 31, 1997, HPTI, the Company and GFI Company entered into a Stock
Purchase Agreement (the "AGREEMENT") pursuant to which HPTI acquired 100,000
shares of Series B Preferred Stock of the Company and warrants to purchase
1,325,000 Shares. In exchange for the acquisition of the securities, HPTI,
subject to the terms and conditions of the Agreement, cancelled $10,000,000 of
indebtedness owed by the Company to HPTI pursuant to a promissory note dated
January 31, 1997 (the "PROMISSORY NOTE"). Warrants to acquire an aggregate total
of 1,325,000 Shares will or have become exercisable according to the following
vesting schedule: 136,120 warrants vested immediately upon issuance, 136,119
vested on December 1, 1997, a maximum of 453,757 will vest during the period
from May 1, 1998 through April 30, 1990, and a maximum of 599,004 will vest
during the period from May 1, 1999 through April 30, 2000. All warrants other
than those that are currently vested are subject to reduction according to the
terms and conditions of the Agreement.
Except as set forth in this Item 4, none of the Reporting Persons (or any of
the other persons named above) has any plans or proposals that relate to or
would result in any of the actions specified in clauses (a)-(j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the Shares beneficially owned
(identifying those Shares for which there is a right to acquire) by each of the
Reporting Persons, and for all of the Reporting Persons, is set forth in Item 1
above and on Schedule I attached hereto and incorporated herein in full by
reference thereto. The existence of any "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 among the Reporting Persons or
any of them with any other persons is hereby expressly disclaimed.
(b) Schedule I attached hereto shows the number of Shares as to which there
is sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or to direct the disposition and shared power
to dispose or to direct the disposition, for each of the Reporting Persons. The
applicable information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or to direct the
disposition is set forth in Item 2 above.
(c) None of the Reporting Persons have effected any transactions in the
Shares in the last 60 days except as set forth on Schedule II attached hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer.
Incorporated herein by reference is a copy of the Joint Filing Agreement.
As indicated in Item 3 above, certain purchases of the Shares were financed
by means of margin accounts pursuant to the standard form margin agreement of
Smith Barney.
<PAGE> 28
CUSIP NO. 959080102 13D Page 28 of 54 Pages
In addition, of the Shares beneficially owned by J. Wikert, 70,500 Shares
held of record by J. Wikert have been pledged as collateral to secure the
borrowings for the Smith Barney Loan as set forth above in Item 3.
As indicated in Item 4 above, HPTI has entered into the Agreement.
Item 7. Material to be Filed as Exhibits.
The Stock Purchase Agreement dated January 31, 1997 among the Company, HPTI
and GFI Company (Exhibit 10.67 of Form 8-K) and the Promissory Note dated
January 31, 1997 (Exhibit 10.70 of Form 8-K) were previously filed with the
Commission as exhibits to Form 8-K dated February 11, 1997 filed by the Company
and are hereby incorporated by reference pursuant to Rule 12b-32 promulgated
under the Securities Exchange Act of 1934.
Previously filed with the Securities and Exchange Commission are the following
exhibits:
Exhibit A Joint Filing Agreement dated as of February 27, 1997.
Exhibit B Power of Attorney executed by James R. Wikert.
Exhibit C Power of Attorney executed by Lyda Hill.
Exhibit D Power of Attorney executed by AHT Financial, Inc.
Exhibit E Power of Attorney executed by Heather Victoria Hill.
Exhibit F Power of Attorney executed by Albert G. Hill, III.
Exhibit G Power of Attorney executed by Wesley Hill Wisenbaker.
Exhibit H Power of Attorney executed by C.J. Donnally, Jr.
Exhibit I Power of Attorney executed by AGH Air Partners I.
Exhibit J Power of Attorney executed by Seven Falls Company.
Exhibit K Power of Attorney executed by Free Throw, Inc.
Exhibit L Power of Attorney executed by AGH Partners I.
Exhibit M Power of Attorney executed by AGH Productions, Inc.
Exhibit N Press Release dated November 15, 1996.
Exhibit O Power of Attorney executed by Elisa Margaret Hill.
<PAGE> 29
CUSIP NO. 959080102 13D Page 29 of 54 Pages
SCHEDULE I
REPORTING PERSONS
<TABLE>
<CAPTION>
AGGREGATE
AMOUNT OF PERCENT OF
SOLE SHARED SOLE SHARED SHARES CLASS
VOTING VOTING DISPOSITIVE DISPOSITIVE BENEFICIALLY BENEFICIALLY
POWER POWER POWER POWER OWNED OWNED
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Hunt Petroleum of Texas,
Inc. (1) .................. 1,822,239 -0- 1,822,239 -0- 1,822,239 13.2%
James L. Parker (2) ....... -0- 83,200 -0- 83,200 83,200 0.6%
Tom Hunt (3) .............. -0- 83,200 -0- 83,200 83,200 0.6%
Margaret Hunt Hill (4) .... -0- 83,200 -0- 83,200 83,200 0.6%
James R. Wikert (5) ....... 233,868 -0- 233,868 -0- 233,868 1.7%
Ivan Irwin Jr. (6) ........ 37,702 -0- 37,702 -0- 37,702 0.3%
D. Bowlin (7) ............. 50,400 -0- 50,400 -0- 50,400 0.4%
AGH Aviation Ltd. ......... -0- -0- -0- -0- -0- 0.0%
AHT Financial, Inc. ....... -0- -0- -0- -0- -0- 0.0%
Lyda Hill ................. -0- -0- -0- -0- -0- 0.0%
Heather Victoria Hill ..... -0- -0- -0- -0- -0- 0.0%
Albert G. Hill, III ....... -0- -0- -0- -0- -0- 0.0%
Alinda Hill Wikert (8) .... 4,800 -0- 4,800 -0- 4,800 0.0%
Wesley Hill Wisenbaker .... -0- -0- -0- -0- -0- 0.0%
C.J. Donnally ............. -0- -0- -0- -0- -0- 0.0%
Seven Falls Company ....... -0- -0- -0- -0- -0- 0.0%
Free Throw, Inc. .......... 31,141 -0- 31,141 -0- 31,141 0.2%
AGH Partners I ............ -0- -0- -0- -0- -0- 0.0%
AGH Productions, Inc. ..... -0- -0- -0- -0- -0- 0.0%
Hill Development .......... -0- -0- -0- -0- -0- 0.0%
Corporation
Elisa Margaret Hill ....... -0- -0- -0- -0- -0- 0.0%
TOTAL ..................... 2,180,150 249,600 2,180,150 249,600 2,429,750
========= ======= ========= ======= =========
</TABLE>
<PAGE> 30
CUSIP NO. 959080102 13D Page 30 of 54 Pages
SCHEDULE 13D
SCHEDULE I
FOOTNOTES
(1) Includes 1,550,000 Shares and vested warrants to acquire 136,120 Shares
at $0.01 per share. Warrants to acquire an aggregate total of 136,119
Shares will become exercisable according to the following vesting
schedule: 136,120 warrants vested immediately upon issuance, 136,119
vested on December 1, 1997, a maximum of 453,757 will vest during the
period from May 1, 1998 through April 30, 1990, and a maximum of
599,004 will vest during the period from May 1, 1999 through April 30,
2000. All warrants other than those that are currently exercisable are
subject to reduction according to the terms and conditions of the
acquisition agreement.
(2) Includes 75,000 Shares held of record by the Lyda Hunt-Margaret
Trusts-Alinda Hunt Hill, of which James L. Parker is a trustee and
8,200 Shares held of record by the Lyda Hunt-Margaret Trusts-Lyda
Hill, of which James L. Parker is a trustee. Excludes 1,686,120
Shares held of record by Hunt Petroleum of Texas, Inc., which Shares
could be attributed to James L. Parker as the sole trustee of the
Haroldson L. Hunt, Jr. Trust Estate, a significant stockholder of Hunt
Petroleum Corporation, which is in turn the sole stockholder of Hunt
Petroleum of Texas, Inc. James L. Parker expressly disclaims
beneficial ownership of the Shares held by Hunt Petroleum of Texas,
Inc.
(3) Includes 75,000 Shares held of record by the Lyda Hunt-Margaret
Trusts-Alinda Hunt Hill, of which Tom Hunt is a trustee and 8,200
Shares held of record by the Lyda Hunt-Margaret Trusts-Lyda Hill, of
which Tom Hunt is a trustee. Excludes 1,686,120 Shares held of record
by Hunt Petroleum of Texas, Inc., which Shares could be attributed to
Tom Hunt as the sole trustee of the Margaret Hunt Trust Estate, a
significant stockholder of Hunt Petroleum Corporation, which is in
turn the sole stockholder of Hunt Petroleum of Texas, Inc. Tom Hunt
expressly disclaims beneficial ownership of the Shares held by Hunt
Petroleum of Texas, Inc.
(4) Includes 75,000 Shares held of record by the Lyda Hunt-Margaret
Trusts-Alinda Hunt Hill, of which Margaret Hunt Hill is a trustee and
8,200 Shares held of record by the Lyda Hunt-Margaret Trusts-Lyda
Hill, of which Margaret Hunt Hill is a trustee.
(5) Includes 208,868 Shares and vested options to purchase 25,000 Shares at
$6.00 per share pursuant to a stock option granted under the 1995
Directors' Option Plan. Excludes 75,000 Shares owned by the Lyda
Hunt-Margaret Trusts-Alinda Hunt Hill and 50,400 Shares owned by the
Wisenbaker/Wikert 1986 Trusts, as to which Shares James R. Wikert
disclaims beneficial ownership.
(6) Includes 12,402 Shares and vested options to purchase 25,000 Shares at
$6.00 per share pursuant to a stock option granted under the 1995
Directors' Option Plan. Also includes 100 Shares held of record by the
Kevin Irwin Trust, 100 Shares held of record by the Drew Educational
Trust and 100 Shares held of record by the Lane Educational Trust.
Ivan Irwin is the sole trustee of all three trusts.
(7) Includes 50,400 Shares held of record by the Wisenbaker/Wikert 1986
Trusts, of which Danny Bowlin is the sole trustee.
<PAGE> 31
CUSIP NO. 959080102 13D Page 31 of 54 Pages
(8) Includes 4,600 Shares held of record by Alinda Hill Wikert, 100 Shares
held for the benefit of Margretta Hill Wikert in an account
established under the Texas Uniform Gifts to Minors Act, of which
Alinda Hill Wikert is the custodian and 100 Shares held for the
benefit of Cody McArthur Wikert in an account established under the
Texas Uniform Gifts to Minors Act, of which Alinda Hill Wikert is the
custodian.
The Reporting Persons expressly disclaim beneficial ownership (as used
in this Schedule 13D) of the Shares excluded and expressly disclaim the
existence of any "group" (within the meaning of Section 13(d)(3) under the
Securities Exchange Act of 1934).
<PAGE> 32
CUSIP NO. 959080102 13D Page 32 of 54 Pages
SCHEDULE II
From October 1, 1997, through December 1, 1997, certain Reporting
Persons acquired or sold beneficial ownership of Shares in the following
transactions.
<TABLE>
<CAPTION>
DATE NUMBER OF
REPORTING PERSON OF TRANSACTION TRANSACTION OF SHARES PRICE PER SHARE
--------------------------------- ---------------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
AGH Aviation Ltd. 10/15/97 Sale 50,000 $ 1.21816
AHT Financial, Inc. 10/16/97 Sale 40,000 1.1328
Heather Victoria Hill 10/15/97 Sale 4,000 1.21816
Albert G. Hill, III 9/4/97 Sale 1,000 4.375
Seven Falls Company 10/9/97 Sale 10,000 0.8125
AGH Partners I 10/15/97 Sale 77,000 1.21816
AGH Productions, Inc. 10/15/97 Sale 6,000 1.21816
AGH Productions, Inc. 10/16/97 Sale 8,832 1.1328
Hill Development Corporation 10/9/97 Sale 1,000 0.84375
Elisa Margaret Hill 10/15/97 Sale 2,000 1.21816
Wesley Hill Wisenbaker 11/5/97 Sale 300
Lyda Hill 10/16/97 Sale 138,968 1.1328
Lyda Hill 10/17/97 Sale 24,000 1.125
C. J. Donnally 10/16/97 Sale 28,000 1.1328
Hunt Petroleum of Texas, Inc.(1) 12/1/97 Purchase 136,119 0.01
</TABLE>
- --------------------
(1) Represents Shares that the Reporting Person has the right to acquire
pursuant to warrants with an exercise price of $0.01 per share.
<PAGE> 33
CUSIP NO. 959080102 13D Page 33 of 54 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.
DATED: December 10, 1997
HUNT PETROLEUM OF TEXAS, INC.
By:/s/ James L. Parker
-----------------------------
Name: James L. Parker
Title: President
<PAGE> 34
CUSIP NO. 959080102 13D Page 34 of 54 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.
DATED: December 10, 1997
/s/ Tom Hunt, Trustee
-----------------------------------
Tom Hunt, as trustee of the Lyda
Hunt-Margaret Trusts-Alinda Hunt
Hill and the Lyda Hunt-Margaret
Trusts-Lyda Hill
<PAGE> 35
CUSIP NO. 959080102 13D Page 35 of 54 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.
DATED: December 10, 1997
/s/ James L. Parker, Trustee
------------------------------------
James L. Parker, as trustee of the
Lyda Hunt-Margaret Trusts-Alinda
Hunt Hill and the Lyda Hunt-Margaret
Trusts-Lyda Hill
<PAGE> 36
CUSIP NO. 959080102 13D Page 36 of 54 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.
DATED: December 10, 1997
/s/ Margaret Hunt Hill, Trustee
------------------------------------
Margaret Hunt Hill, as trustee of
the Lyda Hunt-Margaret Trusts-
Alinda Hunt Hill and the Lyda Hunt-
Margaret Trusts-Lyda Hill
<PAGE> 37
CUSIP NO. 959080102 13D Page 37 of 54 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.
DATED: December 10, 1997
/s/ Ivan Irwin, Jr.
--------------------------------------------
Ivan Irwin, Jr., individually and as trustee
of the Kevin Irwin Trust, the Drew
Educational Trust and the Lane Educational
Trust
<PAGE> 38
CUSIP NO. 959080102 13D Page 38 of 54 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.
DATED: December 10, 1997
/s/ James R. Wikert
-------------------------------------
James R. Wikert
<PAGE> 39
CUSIP NO. 959080102 13D Page 39 of 54 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.
DATED: December 10, 1997
/s/ Danny Bowlin, Trustee
-------------------------------------
Danny Bowlin, as trustee of the
Wisenbaker/Wiker 1986 Trusts
<PAGE> 40
CUSIP NO. 959080102 13D Page 40 of 54 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.
DATED: December 10, 1997
AGH AVIATION LTD.
By: U.S. FINANCIAL CORPORATION, General Partner
By:/s/ Al G. Hill, Jr.
-----------------------------------
Name: Al G. Hill, Jr.
Title: President
<PAGE> 41
CUSIP NO. 959080102 13D Page 41 of 54 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.
DATED: December 10, 1997
AHT FINANCIAL, INC.
By:/s/ Ivan Irwin, Jr., Attorney-in-Fact
--------------------------------------
Name: Lyda Hill
Title: President
<PAGE> 42
CUSIP NO. 959080102 13D Page 42 of 54 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.
DATED: December 10, 1997
/s/ Ivan Irwin, Jr., Attorney-in-Fact
--------------------------------------
Lyda Hill, as trustee of the Albert
Hill Trust
<PAGE> 43
CUSIP NO. 959080102 13D Page 43 of 54 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.
DATED: December 10, 1997
/s/ Heather Victoria Hill
----------------------------------
Heather Victoria Hill
<PAGE> 44
CUSIP NO. 959080102 13D Page 44 of 54 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.
DATED: December 10, 1997
/s/ Albert G. Hill, III
--------------------------------------
Albert G. Hill, III
<PAGE> 45
CUSIP NO. 959080102 13D Page 45 of 54 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.
DATED: December 10, 1997
/s/ Alinda Hill Wikert
----------------------------------------------------
Alinda Hill Wikert, individually and as custodian
<PAGE> 46
CUSIP NO. 959080102 13D Page 46 of 54 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.
DATED: December 10, 1997
/s/ Ivan Irwin, Jr., Attorney-in-Fact
-------------------------------------
Wesley Hill Wisenbaker
<PAGE> 47
CUSIP NO. 959080102 13D Page 47 of 54 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.
DATED: December 10, 1997
/s/ C.J. Donnally, Jr.
-----------------------------------
C.J. Donnally, Jr., as trustee of The
Margaret Hunt Hill-Albert G. Hill, III
Trust, The Margaret Hunt Hill-Heather
Victoria Hill Trust, the Margaret Hunt
Hill-Elisa Margaret Hill Trust, The
Margaret Hunt Hill-Michael Bush
Wisenbaker, Jr. Trust, The Margaret
Hunt Hill-Wesley Hill Wisenbaker Trust,
The Margaret Hunt Hill-Cody McArthur
Wikert Trust and The Margaret Hunt
Hill-Margretta Hill Wikert Trust
<PAGE> 48
CUSIP NO. 959080102 13D Page 48 of 54 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.
DATED: December 10, 1997
Seven Falls Company
By:/s/ Ivan Irwin, Jr., Attorney-in-Fact
-------------------------------------
Name: Lyda Hill
Title: President
<PAGE> 49
CUSIP NO. 959080102 13D Page 49 of 54 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.
DATED: December 10, 1997
Free Throw, Inc.
By:/s/ James R. Wikert
---------------------------------
Name: James R. Wikert
Title: Vice President
<PAGE> 50
CUSIP NO. 959080102 13D Page 50 of 54 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.
DATED: December 10, 1997
AGH Partners I
By: /s/ Heather Victoria Hill
------------------------------------
Name: Heather Victoria Hill
Title: Managing Partner
<PAGE> 51
CUSIP NO. 959080102 13D Page 51 of 54 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.
DATED: December 10, 1997
AGH Productions, Inc.
By: /s/ Al G. Hill, Jr.
---------------------------------
Name: Al G. Hill, Jr.
Title: President
<PAGE> 52
CUSIP NO. 959080102 13D Page 52 of 54 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.
DATED: December 10, 1997
Hill Development Corporation
By: /s/ AL G. HILL, JR.
-----------------------------------
Name: Al G. Hill, Jr.
Title: Vice President
<PAGE> 53
CUSIP NO. 959080102 13D Page 53 of 54 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.
DATED: December 10, 1997
/s/ Elisa Margaret Hill
---------------------------------
Elisa Margaret Hill
<PAGE> 54
CUSIP NO. 959080102 13D Page 54 of 54 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
-------- ----
<S> <C> <C>
A Joint Filing Agreement dated as of February 27, 1997*
B Power of Attorney executed by James R. Wikert*
C Power of Attorney executed by Lyda Hill*
D Power of Attorney executed by AHT Financial, Inc.*
E Power of Attorney executed by Heather Victoria Hill*
F Power of Attorney executed by Albert G. Hill, III*
G Power of Attorney executed by Wesley Hill Wisenbaker*
H Power of Attorney executed by C.J. Donnally, Jr.*
J Power of Attorney executed by Seven Falls Company*
K Power of Attorney executed by Free Throw, Inc.*
L Power of Attorney executed by AGH Partner I*
M Power of Attorney executed by AGH Productions, Inc.*
N Press Release dated November 15, 1996*
O Power of Attorney executed by Elisa Margaret Hill*
</TABLE>
*Previously filed
