KITTY HAWK INC
SC 13D/A, 1999-09-22
AIR TRANSPORTATION, NONSCHEDULED
Previous: AMERICAN BINGO & GAMING CORP, 15-12G, 1999-09-22
Next: KITTY HAWK INC, 4/A, 1999-09-22



<PAGE>   1

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13D


                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 4)*


                                KITTY HAWK, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                     COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  498326 10 7
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                            David N. Parsigian, Esq.
                  Miller, Canfield, Paddock and Stone, P.L.C.
                      101 North Main Street, Seventh Floor
                              Ann Arbor, MI 48104
                                 (734) 663-2445
- --------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                                 JULY 28, 1999
- --------------------------------------------------------------------------------
            (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box  / /.

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other persons 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).


                              PAGE 1 OF 5 PAGES
<PAGE>   2
                                  SCHEDULE 13D

CUSIP NO. 498326 10 7                                         PAGE 2 OF 5 PAGES
         ---------------------
- --------------------------------------------------------------------------------
1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Conrad A. Kalitta
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]
                                                                         (b) [X]
- --------------------------------------------------------------------------------
3   SEC USE ONLY


- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS*

    N/A
- --------------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                                    [ ]
    N/A
- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

    United States
- --------------------------------------------------------------------------------
                7   SOLE VOTING POWER
  NUMBER OF
                    0
   SHARES      -----------------------------------------------------------------
                8   SHARED VOTING POWER
BENEFICIALLY
                    0
OWNED BY EACH  -----------------------------------------------------------------
                9   SOLE DISPOSITIVE POWER
  REPORTING
                    3,924,150
   PERSON      -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER
    WITH
                    0
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,924,150
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*                                                         [ ]
     N/A
- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     23.5%
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
         INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
     (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

<PAGE>   3
                                                               PAGE 3 OF 5 PAGES


Item 1.  Security and Issuer.

This statement relates to the common stock, par value $0.01 per share ("Common
Stock"), 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.

                  (a)      Conrad A. Kalitta.

                  (b)      2395 South Huron Parkway,
                           Suite 200, Ann Arbor, Michigan 48104.

                  (c)      Mr. Kalitta is a Director of the Company.

                  (d)      Mr. Kalitta has not, during the last five years, been
                           convicted in a criminal proceeding (excluding traffic
                           violations and similar misdemeanors).

                  (e)      Mr. 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.

                  (f)      Mr. Kalitta is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration.

The filing of this statement is necessitated by a change in the beneficial
ownership of and voting power of Mr. Kalitta arising solely by virtue of the
July 28, 1999 sale by Mr. Kalitta of 25,000 shares of Common Stock.


Item 4.  Purposes of Transaction.

         Not applicable.

<PAGE>   4
                                                               PAGE 4 OF 5 PAGES


Item 5.  Interest in Securities of the Issuer.

                  (a)      Mr. Kalitta beneficially owns an aggregate of
                           3,924,150 shares of Common Stock, which represents
                           approximately 23.5% of the outstanding shares of
                           Common Stock.

                  (b)      Mr. Kalitta has granted sole voting power over his
                           3,924,150 shares of Common Stock to M. Tom
                           Christopher until June 30, 2000.  Accordingly, Mr.
                           Kalitta does not have sole voting power or shared
                           voting power over any of such shares of Common Stock
                           until June 30, 2000.  Mr. Kalitta has sole
                           dispositive power over 3,924,150 shares of Common
                           Stock and does not share dispositive power over any
                           shares of Common Stock.

                  (c)      In the past 60 days, Mr. Kalitta has sold 25,000
                           shares of Common Stock.  Otherwise, Mr. Kalitta has
                           not engaged in any transactions in respect of shares
                           of Common Stock in the past 60 days.

                  (d)      Mr. Kalitta does not know of 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, his 3,924,150 shares of Common Stock.

                  (e)      Not applicable.

Item 6.           Contracts, Arrangements, Understandings or
                  Relationship With Respect to Securities of the Issuer.



Item 7.           Materials to be Filed as Exhibits.

Mr. Kalitta, Mr. Christopher, the Company and others entered into an agreement
as of January 21, 1999.  Pursuant to such agreement, and among other things,
Mr. Kalitta irrevocably granted Mr. Christopher the right to vote all shares of
Common Stock owned by Mr. Kalitta until June 30, 2000.




<PAGE>   5
                                                               PAGE 5 OF 5 PAGES


                                    SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.

DATED: September 22, 1999
       --------------------------
                                             /s/ CONRAD A. KALITTA
                                             ------------------------------
                                             CONRAD A. KALITTA



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission