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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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)
Mr. George Kelsey
Kelsey Law Offices, P.C.
2395 S. Huron Parkway, Suite 200
Ann Arbor, MI 48104
(313) 973-1222
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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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
Conrad A. Kalitta
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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*
OO
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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
4,099,150
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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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
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 Conrad A. Kalitta ("Kalitta"), a citizen
of the United States.
Kalitta's address is 2701 N. I-94 Service Drive, Ypsilanti, Michigan 48197.
Kalitta 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.
Item 3. Source and Amount of Funds or Other Consideration.
Kalitta was issued 4,099,150 shares of Common Stock pursuant to the terms of an
Agreement and Plan of Merger, dated September 22, 1997, by and among the
Company, M. Tom Christopher ("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") by which
the Company acquired the Kalitta Companies from Kalitta. The 4,099,150 Shares
were issued to Kalitta as partial consideration for Kalitta's common stock in
the Kalitta Companies.
Item 4. Purposes of the Transaction.
In connection with the transactions contemplated by the Merger Agreement,
Kalitta entered into a Stockholder's Agreement (the "Stockholder's Agreement")
with the Company and Christopher. 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 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) 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. Christopher, a
member of a group comprised of Christopher and Kalitta,
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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.
(b) 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. 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. Christopher's address is 1515 West
20th Street, Dallas/Fort Worth International Airport, Texas
75261. Christopher, a citizen of the United States, is the
Chairman of the Board of Directors 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.
(c) 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. 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.
(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.
Kalitta, Christopher and the Company have entered into the Stockholder's
Agreement. Under the terms of the Stockholders' Agreement, Kalitta and
Christopher 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 the number of shares
to be sold by Kalitta or Christopher 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, Kalitta and Christopher agreed, until November 19, 2000, to
restrict transfers of their Shares to certain transferees unless such
transferees agreed to abide by the restrictions on Kalitta and Christopher
contained in the Stockholders' Agreement.
Additionally, pursuant to the Stockholders' Agreement and Merger Agreement,
Kalitta and Christopher have agreed to vote and cause each of their respective
affiliates to vote (i) for
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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. Kalitta and
Christopher 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, Kalitta and Christopher 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/ CONRAD A. KALITTA
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Conrad A. Kalitta
