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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
Western Pacific Airlines, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
000959080102
-----------------------------------------
(CUSIP Number)
Wilson Chu, Haynes and Boone, L.L.P.
3100 NationsBank Plaza, Dallas, TX 75202, (214)
651-5088
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 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 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).
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CUSIP NO. 000959080102 Page 2 of 7 Pages
-----------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GFI Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 000959080102 Page 3 of 7 Pages
-----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward L. Gaylord
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
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7 SOLE VOTING POWER
NUMBER OF
467,500
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
467,500
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
477,500
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14 TYPE OF REPORTING PERSON
IN
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Page 4 of 7 Pages
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The Schedule 13D dated November 11, 1996, as amended by Amendment No. 1 to
Schedule 13D (the "Schedule 13D") of GFI Company, a Nevada corporation ("GFI"),
and Edward L. Gaylord relating to the Common Stock, par value $.001 per share,
of Western Pacific Airlines, Inc., a Delaware corporation (the "Company"), is
hereby further amended as set forth below. Capitalized terms in this Amendment
No. 2 shall have the meanings set forth in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5 is hereby amended and restated by the following paragraphs:
"(a) As of December 31, 1997 GFI does not own, of record or beneficially,
any shares of Common Stock.
Edward L. Gaylord owns of record 467,500 shares of Common Stock. Edward L.
Gaylord may be deemed to be the beneficial owner of an aggregate of 477,500
shares of Common Stock of the Company (which is approximately 3.5% of the shares
outstanding on November 1, 1997 based on information reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 filed
with the Securities and Exchange Commission). The 477,500 shares include 10,000
shares of Common Stock owned of record by Mr. Gaylord's spouse. Mr. Gaylord may
be deemed to beneficially own shares of Common Stock owned of record by his
spouse. Mr. Gaylord disclaims beneficial ownership of shares of Common Stock not
owned of record by him.
David C. Story owns of record 100 shares of Common Stock (which is less
than 0.01% of the shares outstanding on November 1, 1997 based on information
reported in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 filed with the Securities and Exchange Commission).
Clayton I. Bennett may be deemed to be the beneficial owner of 22,500
shares of Common Stock (which is approximately 0.2% of the shares outstanding on
November 1, 1997 based on information reported in the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997 filed with the Securities
and Exchange Commission). Mr. Bennett has the right to acquire 17,500 shares of
Common Stock pursuant to a stock option granted by the Company. The 22,500
shares include 5,000 shares of Common Stock owned of record by Mr. Bennett's
spouse. Mr. Bennett disclaims beneficial ownership of shares of Common Stock not
owned of record by him.
The persons named in this Item 5 hereby expressly disclaim the existence of
any "group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, between themselves or with any other person, with
respect to the Common Stock.
Except as set forth herein, no Control Person beneficially owns any
shares of Common Stock.
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Page 5 of 7 Pages
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(b) Edward L. Gaylord has the sole voting power and sole dispositive
power with respect to 467,500 of the shares of Common Stock he beneficially
owns. David C. Story has sole voting and sole dispositive power with
respect to 100 shares of Common Stock.
(c) The only transactions in the shares of Common Stock by GFI during
the past 60 days are the sale of 1,225,000 shares of Common Stock and
warrants to purchase 1,325,000 shares of Common Stock by GFI and 437,500
shares of Common Stock owned by Broadmoor Hotel, Inc. to an institutional
investor in a private transaction that was consummated on December 31,
1997.
(d) Edward L. Gaylord has the sole right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of
467,500 shares of Common Stock, and his spouse has the sole right to
receive and the power to direct the receipt of dividends from or the
proceeds from the sale of 10,000 shares of Common Stock.
(e) On December 31, 1997, each of GFI and Edward L. Gaylord ceased to
be the beneficial owner of more than five percent (5%) of the shares of
Common Stock."
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Page 6 of 7 Pages
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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.
Date: January 12, 1998 GFI COMPANY
By: /s/ E. K. GAYLORD II
------------------------------
Name: E. K. Gaylord II
Title: President
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Page 7 of 7 Pages
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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.
Date: January 12, 1998
/s/ EDWARD L. GAYLORD
---------------------------------
Edward L. Gaylord
