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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. 3)*
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)
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 4, 1999
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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 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
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SCHEDULE 13D
CUSIP NO. 498326 10 7 PAGE 2 OF 5 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) [ ]
(b) [X]
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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
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,949,150
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,949,150
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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)
23.6%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
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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
March transfer by Mr. Kalitta of 150,000 shares of Common Stock.
Item 4. Purposes of Transaction.
Not applicable.
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PAGE 4 OF 5 PAGES
Item 5. Interest in Securities of the Issuer.
(a) Mr. Kalitta beneficially owns an aggregate of
3,949,150 shares of Common Stock, which represents
approximately 23.6% of the outstanding shares of
Common Stock.
(b) Mr. Kalitta has granted sole voting power over his
3,949,150 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 3,949,150 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 transferred
150,000 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 3,949,150 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.
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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: March 16, 1999
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/s/ CONRAD A. KALITTA
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CONRAD A. KALITTA
