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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kitty Hawk, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
498326 10 7
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(CUSIP Number)
Gregory R. Samuel, Haynes and Boone, LLP
3100 NationsBank Plaza, Dallas, TX 75202
(214) 651-5645
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 19, 1997
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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 / /.
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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SCHEDULE 13D
CUSIP NO. 498326 10 7 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M. Tom Christopher
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,047,586
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
5,948,436
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,047,586
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This statement is in lieu of an amendment to a Schedule 13G filed by M. Tom
Christopher ("Christopher") on March 2, 1997. All future filings related to the
subject matter thereof shall be filed through a Schedule 13D promulgated under
the Securities Exchange Act of 1934. Further, this statement relates to the
common stock, $.01 par value per share (the "Common Stock" or "Shares") of
Kitty Hawk, Inc. (the "Company"). The address of the principal executive
offices of the Company is 1515 West 20th Street, Dallas/Fort Worth
International Airport, Texas 75261.
Item 2. Identity and Background
This statement is filed on behalf of Christopher, a citizen of the United
States.
Christopher's address is 1515 West 20th Street, Dallas/Fort Worth International
Airport, Texas 75261.
Christopher is the Chairman of the Board and Chief Executive Officer of the
Company.
Christopher has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations).
Christopher has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction where
as a result of such proceeding he 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.
Christopher originally purchased the Common Stock with personal funds. The
filing of this statement is necessitated by a change in his beneficial ownership
of and voting and dispositive power over the Common Stock by virtue of (i) his
sale of 725,000 shares of such stock in a registration of Shares undertaken by
the Company on Form S-1 promulgated pursuant to the Securities Act of 1933 (File
Number 333-36125) (the "Registration Statement"), (ii) the issuance of 4,099,150
shares of Common Stock to Conrad A. Kalitta ("Kalitta") pursuant to the terms of
an Agreement and Plan of Merger, dated September 22, 1997, by and among the
Company, Christopher, Kalitta, five companies wholly owned by Kalitta (the
"Kalitta Companies") and five of the Company's subsidiaries (the "Merger Subs")
(as amended, the "Merger Agreement") and (iii) the execution by Christopher,
Kalitta and the Company of a Stockholders' Agreement dated November 19, 1997
(the "Stockholders' Agreement") delineating certain voting rights of Christopher
and Kalitta (which such rights are discussed in Item 6 below).
Item 4. Purposes of the Transaction.
Christopher sold 725,000 Shares in the ordinary course for pecuniary purposes.
Kalitta acquired his Shares pursuant to the Merger Agreement as partial
consideration for his ownership stake in the Kalitta Companies. Pursuant to the
Merger Agreement and the Stockholder's Agreement, Christopher, Kalitta and the
Company have agreed to certain conditions regarding Christopher and Kalitta's
obligations to vote their Shares in elections
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for members of the board of directors and for the offices of Chairman of the
Board and Chief Executive Officer of the Company.
Item 5. Interest in Securities of the Issuer.
(a) Christopher beneficially owns directly an aggregate of
5,948,436 shares of Common Stock of the Company which is
approximately 35.5% of the Shares outstanding on November 19,
1997, based on information reported in the Registration
Statement. In addition, Kalitta, a member of a group
comprised of Christopher and Kalitta, beneficially owns
4,099,150 shares of Common Stock of the Company which is
approximately 24.5% of the Shares outstanding on November 19,
1997, based on information reported in the Registration
Statement.
(b) Christopher has shared voting power over 10,047,586 Shares
(see Item 6) and sole voting power over no Shares. Christopher
has sole dispositive power with respect to 5,948,436 Shares
and does not share dispositive power over any Shares with
Kalitta. Kalitta has shared voting power over 10,047,586
Shares (see Item 6) and sole voting power over no Shares.
Kalitta has sole dispositive power with respect to 4,099,150
shares and does not share dispositive power over any Shares
with Christopher. Kalitta's address is 2701 N. I-94 Service
Drive, Ypsilanti, Michigan 48197. Kalitta, a citizen of the
United States, is the Vice Chairman of the Company. Kalitta
has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations). Kalitta
has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction where as a result of such proceeding he 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.
(c) In the past 60 days, Christopher has engaged in no
transactions in respect of the Shares, other than the sale of
725,000 shares of Common Stock referenced in Item 3. In the
past 60 days, Kalitta has engaged in no transactions in
respect of the Shares, other than Kalitta's receipt of
4,099,150 shares of Common Stock pursuant to the Merger
Agreement referenced in Item 3.
(d) None of Christopher or Kalitta has or knows any other person
who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
any Shares beneficially owned by Christopher or Kalitta.
(e) Not applicable.
Item 6. Contracts, Arrangements Understandings or Relations with Respect to
Securities of the Issuer.
Christopher, Kalitta and the Company have entered into the Stockholder's
Agreement. Under the terms of the Stockholders' Agreement, Christopher and
Kalitta will have incidental registration rights for a ten-year period which
commenced on November 19, 1997. Such registration rights are subject to
customary cutback and exclusion provisions; provided, that
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the number of shares to be sold by Christopher or Kalitta in any such
registration can not be less than 50,000 Shares. Any expenses relating to
registration are to be paid by the Company. Also, Christopher and Kalitta
agreed, until November 19, 2000, to restrict transfers of their Shares to
certain transferees unless such transferees agreed to abide by the restrictions
on Christopher and Kalitta contained in the Stockholders' Agreement.
Additionally, pursuant to the Stockholders' Agreement and Merger Agreement,
Christopher and Kalitta have agreed to vote and cause each of their respective
affiliates to vote (i) for certain persons for seats on the Company's Board of
Directors and (ii) not vote, nor permit any of their respective affiliates to
vote, any shares of Common Stock they beneficially own in favor of any person
to serve as a director of the Company other than the prescribed persons.
Christopher and Kalitta have also agreed to vote their Shares or other voting
securities in favor of (i) Christopher as Chairman of the Board and Chief
Executive Officer of the Company and (ii) Kalitta as Vice Chairman, until at
least November 19, 1998. Other than the foregoing, Christopher and Kalitta do
not have any agreement with respect to voting their Shares.
Finally, pursuant to an escrow agreement, Kalitta has agreed to escrow 650,000
Shares to satisfy Kalitta's indemnification obligations pursuant to the Merger
Agreement.
Item 7. Material to be filed as Exhibits.
7.1 Agreement and Plan of Merger (the "Merger Agreement"), dated as of
September 22, 1997, entered into by and among Kitty Hawk, Inc., a
Delaware corporation, Kitty Hawk - AIA, Inc., a Michigan corporation,
Kitty Hawk - AIT, Inc., a Michigan corporation, Kitty Hawk - FOL,
Inc., a Michigan corporation, Kitty Hawk - KFS, Inc., a Michigan
corporation, Kitty Hawk - OK, Inc., a Michigan corporation, M. Tom
Christopher, American International Airways, Inc., a Michigan
corporation, American International Travel, Inc., a Michigan
corporation, Flight One Logistics, Inc., a Michigan corporation,
Kalitta Flying Service, Inc., a Michigan corporation, O.K. Turbines,
Inc., a Michigan corporation, and Conrad Kalitta. (1)
7.2 Amendment No. 1 to the Merger Agreement, dated October 23, 1997. (1)
7.3 Amendment No. 2 to the Merger Agreement, dated October 29, 1997. (1)
7.4 Amendment No. 3 to the Merger Agreement, dated November 14, 1997. (1)
7.5 Stockholders' Agreement, dated as of November 19, 1997, among Kitty
Hawk, Inc., a Delaware corporation, M. Tom Christopher and Conrad
Kalitta. (1)
7.6 Non-KFS Escrow Agreement, dated November 19, 1997, by and among Conrad
Kalitta, Kitty Hawk, Inc., a Delaware corporation and Bank of New York
as Escrow Agent. (1)
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 333-36125), dated as of November 1997.
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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: November 26, 1997
/s/ M. TOM CHRISTOPHER
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M. Tom Christopher
