<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )
AIRNET SYSTEMS, INC.
--------------------
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
009417106
(CUSIP Number)
COPY TO:
Faith Pengelly
J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP, England
011-44-171-222-2020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 24, 2000
(Dates of Events which Require 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).
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 2 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Capital Management Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 800,800
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
800,800
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
800,800
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IA, CO
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 3 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Capital Management (Holdings) Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 800,800
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
800,800
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
800,800
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IA, CO
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 4 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Opportunity Trust plc
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 300,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
300,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
300,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV, CO
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 5 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Christopher Harwood Bernard Mills
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 800,800
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
800,800
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
800,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 6 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Oryx International Growth Fund Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Guernsey (Channel Islands)
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 150,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
150,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
150,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV, CO
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 810022301 Page 7 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Consulta (Channel Islands) Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Guernsey (Channel Islands)
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 150,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
150,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
150,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IA, CO
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 8 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Trident North Atlantic Fund
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Cayman Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 50,000
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
50,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
50,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV, CO
- ------------------------------------------------------------------------------
<PAGE>
- --------------------- SCHEDULE 13D -------------------
CUSIP No. 009417106 Page 9 of 50 Pages
- --------------------- -------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Premier North Atlantic
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Luxembourg
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 9,700
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
9,700
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,700
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV, CO
- ------------------------------------------------------------------------------
<PAGE>
Item 1. Security Issuer.
The class of equity securities to which this Statement on Schedule 13D (the
"Statement") relates is the Common Stock, par value $.01 per share (the "Common
Stock") of Airnet Systems, Inc., an Ohio corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 3939 International
Gateway, Columbus, Ohio 43219.
Item 2. Identity and Background.
2 (a-c,f).
I. Filing Parties:
--------------
This Statement is filed on behalf of the following eight persons, who are
collectively referred to as the "Filing Parties":
1. J O Hambro Capital Management (Holdings) Limited ("Holdings") is a
corporation organized under the laws of England with its principal office
and business at 10 Park Place, London SW1A 1LP England. Holdings functions
as the ultimate holding company for J O Hambro Capital Management Limited.
2. J O Hambro Capital Management Limited ("J O Hambro Capital Management"),
formerly named J O Hambro & Partners Limited, is a corporation organized
under the laws of England with its principal office and business at 10 Park
Place, London SW1A 1LP England. J O Hambro Capital Management is
principally engaged in the business of investment management and advising.
It serves as co-investment adviser to NASCIT and as investment adviser to
Oryx as well as private clients.
3. Christopher Harwood Bernard Mills is a British citizen whose business
address is 10 Park Place, London SW1A 1LP England. His principal employment
includes service as executive director of NASCIT, as a director of J O
Hambro Capital Management and Oryx, and as co-investment adviser to NASCIT.
4. American Opportunity Trust plc ("American Opportunity Trust"), formerly
named Leveraged Opportunity Trust plc, is a corporation organized under the
laws of England with its principal office and business at 10 Park Place,
London SW1A 1LP England. American Opportunity Trust is a publicly-held
investment trust company. Christopher Harwood Bernard Mills and J O Hambro
Capital Management serve as co-investment advisers to American Opportunity
Trust.
5. Oryx International Growth Fund Limited ("Oryx") is a corporation organized
under the laws of the Island of Guernsey with its principal office and
business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey.
Oryx is a closed-end investment
Page 10 of 50 Pages
<PAGE>
company. J O Hambro Capital Management and Consulta serve as investment
advisers to Oryx.
6. Consulta (Channel Islands) Limited ("Consulta") is a corporation organized
under the laws of the Island of Guernsey with its principal office and
business at Bermuda House, St. Julian's Avenue, St Peter Port, Guernsey.
Consulta is principally engaged in the business of investment management
and advising and serving as investment manager of Oryx.
7. The Trident North Atlantic Fund ("Trident North Atlantic") is an open-ended
investment Company incorporated in the Cayman Islands with its principal
office and business at P. O. Box 309, Ugland House, George Town, Grand
Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated
Mutual Fund. Christopher Harwood Bernard Mills serves as a director of
Trident North Atlantic and J O Hambro Capital Management serves as an
investment adviser to Trident North Atlantic.
8. Premier North Atlantic ("Premier") is a sub-fund of Premier International
Investments, an open-ended investment company incorporated in Luxembourg
with its principal offices at European Bank and Business Centre, 6D route
de Treves, L-2633, Luxembourg. J O Hambro Capital Management Limited is
investment advisor to the fund.
II. Control Relationships:
---------------------
J O Hambro Capital Management is a wholly owned subsidiary of J O Hambro
Capital Management (Holdings) Limited.
III. Executive Officers and Directors:
--------------------------------
In accordance with the provisions of General Instruction C to Schedule 13D,
information concerning the executive officers and directors of the Filing
Parties is included in Schedule A hereto and is incorporated by reference
herein.
(d) Criminal Proceedings
--------------------
During the last five years, neither the Filing Parties (or a controlling
entity thereof) nor any executive officer or director of any of the Filing
Parties (or a controlling entity thereof) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Civil Securities Law Proceedings
--------------------------------
During the last five years, neither the Filing Parties (or a controlling
entity thereof) nor any executive officer or director of any of the Filing
Parties (or a controlling entity thereof) has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding 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.
Page 11 of 50 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The Filing Parties used their working capital funds to purchase the
shares of Common Stock of the Company (the "Shares") to which this statement
relates.
The amount of funds used to date to acquire the Shares is approximately
$5,943,139 (exclusive of brokerage fees and commissions).
Item 4. Purpose of Transaction.
The Reporting Person has no present plans or proposals which relate to
or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The aggregate number and percentage of the outstanding Common
Stock of the Company beneficially owned (i) by each of the Filing Parties, and
(ii) to the knowledge of the Filing Parties, by each other person who may be
deemed to be a member of the Group, is as follows:
<TABLE>
<CAPTION>
Number of
Number of Shares:
Number of Shares: Sole or
Aggregate Shares: Sole Shared Shared
Filing Number of Power to Power to Power to Approximate
Party Shares: Vote Vote Dispose Percentage*
- --------------------------- ------------- ------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Holdings 800,800 0 800,800 800,800 7.0%
J O Hambro 800,800 0 800,800 800,800 7.0%
Capital Management
Christopher H.B. Mills 800,800 0 800,800 800,800 7.0%
American Opportunity Trust 300,000 0 300,000 300,000 2.6%
Oryx 150,000 0 150,000 150,000 1.3%
Consulta 150,000 0 150,000 150,000 1.3%
Trident North Atlantic 50,000 0 50,000 50,000 0.3%
Premier 9,700 0 9,700 9,700 0.1%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* Based on 11,393,362 shares of Common Stock, par value $.10 per share,
outstanding as of March 3, 2000, which is based on information reported in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
(c) In the 60 days prior to the date of the filing of this Statement, the
Filing Parties effected no transactions in the Common Stock other than those set
forth in the following table:
Page 12 of 50 Pages
<PAGE>
<TABLE>
<CAPTION>
Airnet Systems, Inc. Trades in 60 days prior to filing
Price Broker
Date Filing Party No of shares (US$)
<S> <C> <C> <C> <C>
02/28/00 J O Hambro Capital Management 115,000 3.1 Raymond James
02/10/00 Trident North Atlantc 700 5.13 Raymond James
2/28/00 Trident North Atlantic 5,500 5.94 Raymond James
2/28/00 J O Hambro Capital Management (120,500) 4.94 Raymond James
13/03/00 J O Hambro Capital Management 3,400 5.4 Raymond James
14/03/00 J O Hambro Capital Management 1,400 5.63 Raymond James
15/03/00 J O Hambro Capital Management 19,200 5.75 Raymond James
</TABLE>
All of the above transactions were effected in the open market and
were purchases except for the transaction on February 28, 2000 (for 120,500
shares), which was a sale.
(d) The private clients of J O Hambro Capital Management have an
economic interest in the dividends from, and the proceeds of sales of, Common
Stock beneficially owned by J O Hambro Capital Management. The shareholders of
American Opportunity Trust have an economic interest in the dividends from, and
the proceeds of sales of, Common Stock beneficially owned by American
Opportunity Trust.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As co-investment advisers to American Opportunity Trust, Christopher
Harwood Bernard Mills and J O Hambro Capital Management share the right to
transfer and vote the shares of Common Stock of the Company pursuant to an
agreement dated as of January 7, 1993 between American Opportunity Trust and J O
Hambro Capital Management.
Item 7. Material to be Filed as Exhibits.
The following documents are filed herewith:
(a) Administration, Management and Custody Management Agreement dated
as of January 7, 1993 between J O Hambro Capital Management
(formerly named J O Hambro & Partners Limited) and American
Opportunity Trust.
(b) Power of Attorney of Christopher Harwood Bernard Mills dated July
9, 1997.
(c) Joint Filing Agreement dated April 13, 2000 among J O Hambro
Capital Management (Holdings) Limited, J O Hambro Capital
Management Limited, American Opportunity Trust plc, Christopher
Mills, The Trident North Atlantic Fund, Oryx International Growth
Fund Limited, Consulta (Channel Islands) Limited and Premier
North Atlantic.
Page 13 of 50 Pages
<PAGE>
SIGNATURES
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.
Dated: April 13, 2000
J O HAMBRO CAPITAL MANAGEMENT LIMITED
By: /s/ R. G. Barrett
-----------------------
Name: R.G. Barrett
Title: Director
Executed on behalf of the parties hereto
pursuant to the Joint Filing Agreement filed
herewith.
Page 14 of 50 Pages
<PAGE>
Schedule A
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management (Holdings)
Limited ("Holdings") as of the date hereof.
Name: James Daryl Hambro
(Chairman)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Chairman, J O Hambro Capital Management
Limited
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust
Director, J O Hambro Capital Management
Limited
Name: Nichola Pease
(Director and Chief Executive)
Citizenship: British
Page 15 of 50 Pages
<PAGE>
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director and Chief Executive, J O
Hambro Capital Management Limited
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Lisa Marie Rowland
(Director)
Citizenship: American
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Page 16 of 50 Pages
<PAGE>
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Page 17 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management Limited ("J O
Hambro Capital Management") as of the date hereof.
Name: James Daryl Hambro
(Managing Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro Capital
Management Limited
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust
Director, J O Hambro Capital Management
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Page 18 of 50 Pages
<PAGE>
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Nichola Pease
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director and Chief Executive, J O Hambro
Capital Management
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Lisa Marie Rowland
(Director)
Citizenship: American
Page 19 of 50 Pages
<PAGE>
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Page 20 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of American Opportunity Trust plc ("American
Opportunity Trust") as of the date hereof.
Name: R. Alexander Hammond-Chambers
(Chairman)
Citizenship: British
Business Address: 29 Rutland Square
Edinburgh
EH1 2BW
Principal Occupation: Non-executive director
Name: Christopher Harwood Bernard Mills
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, American Opportunity
Trust
Executive Director, NASCIT
Director, J O Hambro Capital Management
Name: John Gildea
(Director)
Citizenship: USA
Business Address: Gildea Management Company/1/
115 East Putnam Avenue
3rd Floor
Greenwich, Connecticut 06830
Principal Occupation: President, Gildea Management Company
________________________________
/1/ Gildea Management Company is principally engaged in the investment
management business.
Page 21 of 50 Pages
<PAGE>
Name: The Hon. James J. Nelson
(Director)
Citizenship: British
Business Address: Foreign & Colonial Ventures/2/
4th Floor
Berkeley Square House
Berkeley Square
London W1X 5PA
England
Principal Occupation: Director, Foreign & Colonial Ventures
Name: Iain Tulloch
(Director)
Citizenship: British
Business Address: Murray Johnstone Ltd./3/
7 West Nile Street
Glasgow G2 2PX
Scotland
Principal Occupation: Director, Murray Johnstone Ltd.
Name: Philip Ehrman
(Director)
Citizenship: British
____________________________
/2/ Foreign & Colonial Ventures is principally engaged in the investment
management business.
/3/ Murray Johnstone Ltd. is principally engaged in the investment
management business.
Page 22 of 50 Pages
<PAGE>
Business Address: Gartmore Investment Management Ltd./4/
Gartmore House
16-18 Monument Street
London EC3R 8AJ
England
Principal Occupation: Investment Manager, Gartmore Investment
Management Ltd.
__________________
/4/ Gartmore Investment Management Limited is principally engaged in the
investment management business.
Page 23 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Oryx International Growth Fund Limited
("Oryx") as of the date hereof.
Name: Nigel Kenneth Cayzer
(Chairman)
Citizenship: British
Business Address: Kinpurnie Estate
Smiddy Road
Newtyle
Perthshire
PH12 8TB
Principal Occupation: Non-executive director
Name: His Excellency Salim Hassan Macki
(Director)
Citizenship: Omani
Business Address: P.O. Box 4160
Postal Code 112
Ruwi
Sultanate of Oman
Principal Occupation: Non-executive director
Name: Patrick John McAfee
(Director)
Citizenship: British
Business Address: Deutche, Morgan Grenfell/5/
4 Eagle Valley
Power Court
Ennis Kerry County
Wicklow
Ireland
___________________________
/5/ Deutche, Morgan Grenfell is a merchant bank.
Page 24 of 50 Pages
<PAGE>
Principal Occupation: Company Director
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust
Director, J O Hambro & Partners
Director, Oryx
Name: Harald Lungershausen
(Director)
Citizenship: German
Business Address: Seestrasse 240
P.O. Box 0802
Kilchberg
Zurich
Switzerland
Principal Occupation: Company Director
Name: Mohamed Hassan Ghurlam Habib
(Director)
Citizenship: Omani
Business Address: Oman National Insurance Company/6/
PO Box 2254
Postal Code 112
Ruwi
Sultanate of Oman
____________________________
/6/ Oman National Insurance Company is principally engaged in the insurance
business.
Page 25 of 50 Pages
<PAGE>
Principal Occupation: Chief Executive, Oman National Insurance
Company, SAOG
Name: Rupert Arthur Rees Evans
(Director)
Citizenship: British
Business Address: Ozannes/7/
PO Box 186
1 Le Marchant Street
St. Peter Port
Guernsey
Channel Islands
Principal Occupation: Guernsey Advocate
Partner, Ozanne van Leuven Perrot & Evans
Name: Hussan Al Nowais
Citizenship: United Arab Emirates
Business Address: Emirate Holdings
P.O. Box 984
Abu Dhabi
United Arab Emirates
Principal Occupation: Chairman and Managing Director, Emirate
Holdings
_________________________
/7/ Ozannes is a law firm.
Page 26 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Consulta (Channel Islands) Limited
("Consulta") as of the date hereof.
Name: Gary Michael Brass
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Managing Director, Consulta
Name: Jeremy Caplan
(Director)
Citizenship: British
Business Address: 1 Britannia Place
Bath Street
St. Helier
Jersey
Principal Occupation: English Solicitor
Name: Barry Carroll
(Director)
Citizenship: British
Business Address: Management International (Guernsey) Limited/8/
Bermuda House
St. Julian's Avenue
St. Peter Port
Guernsey
Principal Occupation: Managing Director
Management International (Guernsey) Limited
________________________
/8/ Management International (Guernsey) Limited is principally engaged
in the investment management business.
Page 27 of 50 Pages
<PAGE>
Name: Rupert Arthur Rees Evans
(Director)
Citizenship: British
Business Address: P.O. Box 186
1 Le Marchant Street
St. Peter Port
Guernsey
Principal Occupation: Guernsey Advocate
Partner, Ozanne van Leuven
Perrot & Evans
Page 28 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Consulta Limited, the parent of Consulta
(Channel Islands) Limited.
Name: Harald Alejandro Lamotte
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Gary Michael Brass
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Paul David Ashburner Nix
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
Principal Occupation: Investment Fund Manager,
Consulta Limited
Page 29 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Trident North Atlantic Fund ("Trident North
Atlantic") as of the date hereof.
Name: Niamh Meenan
(Director)
Citizenship: Irish
Business Address: RSM Robson Rhodes
Fitzwilton House
Wilton Place
Dublin 2
Principal Occupation: Senior Manager, RSM Robson Rhodes
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust
Director, J O Hambro Capital Management
Limited
Name: David Sargison
(Director)
Citizenship: British
Business Address: Caledonian Bank & Trust Limited
Caledonian House
George Town, Grand Cayman
Cayman Islands
Principal Occupation: Managing Director, Caledonian Bank &
Trust Limited
Page 30 of 50 Pages
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Premier North Atlantic ("Premier") as of
the date hereof.
Name: Jonathan P.H. Fry
Citizenship: British
Business Address: Premier Asst Managment
Chertsey Street
Guilford
Surry
GU1 4HG
England
Principal Occupation: Joint Managing Director, Premier House
Name: David G. Smith
Citizenship: British
Business Address: Clay Consultants
Kurangarira
St. Savior's Hill
St. Saviour
Jersey
Channel Island
JE2 7LG
Principal Occupation: Company Director, Clay Consultants
Name: Duncan Smith
Citizenship: British
Business Address: Cogent Investment Operations
European Bank and Business Centre
6D Route de Treves
L-2633
Luxembourg
Page 31 of 50 Pages
<PAGE>
Principal Occupation: Operations Director - Cogent Investment
Operations
Page 32 of 50 Pages
<PAGE>
Exhibit Index
-------------
Document
- --------
The following documents are filed herewith:
(a) Administration, Management and Custody Management Agreement dated as
of January 7, 1993 between J O Hambro Capital Management (formerly
named J O Hambro & Partners Limited) and American Opportunity Trust.
(b) Power of Attorney of Christopher Harwood Bernard Mills dated July 9,
1997.
(c) Joint Filing Agreement dated as of April 13, 2000 among J O Hambro
Capital Management (Holdings) Limited, J O Hambro Capital Management
Limited, American Opportunity Trust PLC, Christopher Mills, The
Trident North Atlantic Fund, Oryx International Growth Fund Limited,
Consulta (Channel Islands) Limited and Premier North Atlantic.
Page 33 of 50 Pages
<PAGE>
ADMINISTRATION, MANAGEMENT
AND CUSTODY AGREEMENT
BETWEEN
AMERICAN OPPORTUNITY TRUST
AND J O HAMBRO & PARTNERS
Page 34 of 50 Pages
<PAGE>
Dated 7th January 1993
----------------------
LEVERAGED OPPORTUNITY TRUST PLC
and
J O HAMBRO & PARTNERS LIMITED
ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT
Allen & Overy
London
Page 35 of 50 Pages
<PAGE>
THIS AGREEMENT is made on 7th January 1993 BETWEEN:
(1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M 4YR
(the "Company"); and
-------
(2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the
"Manager").
-------
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
--------------
(1) In this Agreement:
"Board"
-----
means the Board of Directors of the Company, or a committee thereof or
(where the context so admits) a Director of the Company, duly authorized;
"IMRO"
----
means the Investment Management Regulatory Organization Limited or its
successors from time to time;
"IMRO Rules"
----------
means the rules of IMRO from time to time applicable;
"Investments"
-----------
includes any asset, right or interest falling within any paragraph in Part
I of Schedule I to the Financial Services Act 1986 and any other asset,
right or interest in respect of property of any kind and, without prejudice
to the foregoing, wherever situate and whether or not producing income;
"Portfolio"
---------
means the Investments from time to time owned by the Company;
"Stock Exchange"
--------------
means The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited;
Page 36 of 50 Pages
<PAGE>
"subsidiary"
----------
shall have the meaning ascribed thereto by Section 736 of the Companies Act
1985.
(2) References to persons include bodies corporate and unincorporated
associations and references to companies include any bodies corporate.
(3) Any reference to a statutory provision includes any statutory modification
or re-enactment of it for the time being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in this Agreement do not affect its construction.
(6) References to amounts payable by the Company shall be exclusive of value
added tax thereon so that value added tax shall be payable in addition if
and to the extent chargeable.
2. Appointment
-----------
The Company hereby appoints the Manager to be the investment manager and
administrator of the Company to provide the services and facilities
mentioned below with effect from the date of execution of this Agreement,
such appointment to continue (unless previously terminated under Clause 11
below) until terminated by either party upon the expiry of not less than
two years' written notice given to the other.
3. Investment Management
---------------------
(1) The Manager shall undertake with regard to such Investments as may from
time to time be notified to and agreed with the Manager (the "Relevant
Investments"), the duties normally performed by investment managers,
subject to the policy directions and overall guidelines from time to time
notified to the Manager by the Board, and in particular but without in any
way prejudicing the generality of the foregoing shall on behalf of the
Company:
(a) keep under constant review the Relevant Investments from time to time
held by the Company;
(b) be entitled (at its absolute discretion and without obtaining the
prior written permission of the Company) to withdraw deposits, to
effect purchases and sales and other transactions in respect of
Relevant Investments and subscriptions to issues of Relevant
Investments, to enter into underwriting commitments in relation to
Relevant Investments on behalf of the Company and otherwise to invest,
realise and re-invest the Portfolio in relation to Relevant
Instruments and
Page 37 of 50 Pages
<PAGE>
exercise all rights attaching to Relevant Investments comprised
therein and in each such case to charge the amounts payable to the
Portfolio;
(c) search out and evaluate investment opportunities in Relevant
Investments for the Company;
(d) analyse the progress of companies in which the Company has made
Relevant Investments;
(e) submit to the Board such reports and information regarding Relevant
Investments as the Board shall reasonably require; and
(f) recommend to the Board any future developments or changes to the
investment policy of the Company which the Manager may consider to be
advisable.
(2) The Board shall procure that Christopher Mills consults with the Manager
prior to making investment decisions on behalf of the Company relating to
unlisted investments. If the Manager objects to any such investment
decisions proposed by Christopher Mills it may notify the Board and the
Board shall use reasonable endeavours to convene a Board meeting to
consider the matter prior to the proposed investment decision being
implemented.
4. Administration and other facilities
-----------------------------------
The Manager shall provide the Company with the following services and
facilities:
(a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such
other office as may be agreed by the Company with the Manager and such
office shall be used as the registered and principal office of the
Company and there shall be available there a suitable room (upon the
giving of not less than five days' prior notice or such shorter notice
as may be agreed from time to time) for the holding of meetings of the
Board but nothing in this Agreement shall be construed or have effect
as constituting the relationship of landlord and tenant between the
Manger and the Company and the Company shall be a bare licensee of the
Manager;
(b) all financial, accountancy, secretarial, clerical and other
administrative services of any kind necessary for the conduct of the
affairs of the Company;
(c) keeping on behalf of the Company such books, records and statements to
give a complete record of all transactions carried out by the Company
in relation to the investment, realisation and re-investment of the
Portfolio and such other books, records and statements as may be
required to give a complete record of all other transactions carried
out by the Company and as will enable the Company to
Page 38 of 50 Pages
<PAGE>
publish yearly and half-yearly the report and accounts of the Company
as required by the regulations of The Stock Exchange;
(d) acting as Secretary to the Company, attending all meetings of the
Board and performing all the duties reasonably expected of a Company
Secretary including liaison with The Stock Exchange, preparation and
delivery of returns of The Registrar of Companies and the maintenance
of all statutory books other than the register of members;
(e) all necessary equipment and personnel with a proper and adequate
standard of proficiency and experience to enable the Manger to carry
out its functions under this Agreement; and
(f) the Manager shall permit such of its employees (if any) as the Company
may reasonably request to be Directors of the Company.
5. Ancillary Powers of Manager
---------------------------
The Manager may on behalf of the Company in respect of Relevant
Investments:
(a) issue orders and instructions to the Company's bankers and custodians
with respect to the disposition of securities and moneys of the
Company provided always that any such disposition shall at all times
be subject to and effected in accordance with the arrangements for the
time being in force between the Company and its bankers and
custodians;
(b) exercise any voting rights attached to the securities included in the
Investments in pursuance of the policy agreed and established by the
Board from time to time; and
(c) issue instructions to and consult the auditors and legal advisers of
the Company regarding any matter or thing relating to Investments
including (where the Board thinks fit) institution of legal
proceedings.
6. Further obligations of the Manager
----------------------------------
(1) The Manager shall, and shall procure that its representatives, employees
and delegates shall, obey and comply with all lawful orders and directions
in relation to the Manager's obligations under this Agreement given to it
or them from time to time by the Board and shall observe and comply with
the Memorandum and Articles of Association of the Company as from time to
time amended and with all resolutions of the Board or the Company of which
they are informed.
Page 39 of 50 Pages
<PAGE>
(2) In particular, all activities engaged in by the Manager or any
representative, employee or delegate of the Manager on behalf of the
Company shall at all times be subject to the overall control of and review
by the Board and without limiting the generality of the foregoing the Board
shall set out the investment policy of the Company specifying the manner in
which it wishes the Manger to give effect to such policies.
(3) The Board shall instruct the Manager as to the exercise of the voting
rights attached to the securities in the Portfolio and may:
(a) prohibit the Manager from investing for the account of the Company in
any particular security or class of securities;
(b) require the Manager to sell any security or class of securities or
(subject to the availability of funds) to purchase any security or
class of securities; and
(c) withdraw any part of the assets of the Company from the management of
the Manager (but without thereby reducing the fee payable to the
Manager under this Agreement) for any reason whatsoever.
7. Custody
-------
(1) Unless it receives contrary instructions from the Company, the Manager
shall make arrangements for the safekeeping of all cash, securities or
other assets in the Portfolio for the account of the Company in accordance
with this Clause 7 provided that the obligations of the Manager under this
Clause 7 shall not apply in relation to any cash or other assets of the
Company until the cash or assets concerned have been made available to the
Manager following execution of this Agreement. Insofar as the Manager
holds assets comprised in the Portfolio (or documents of title relating to
such assets), it shall do so separately from its own assets and on trust
for the Company.
(2) The Manager shall arrange for (i) any uninvested cash to be held in the
Company's name in one or more accounts with Bank of Scotland or other first
class banks approved by the Company and (ii) all securities to be held in
custody accounts in the Company's name at Bank of Scotland or other
reputable custodians approved by the Company.
(3) The Manager shall make arrangements for:
(a) the collection of all income and principal with respect to the
Portfolio and credit cash receipts to the bank accounts referred to
above;
(b) the exchange of securities where the exchange is purely ministerial
(including the exchange of temporary securities for those in
definitive form and the exchange of warrants for, or other documents
of entitlement to securities for, the securities themselves);
Page 40 of 50 Pages
<PAGE>
(c) the surrender of securities at maturity or when called for redemption
against payment therefor.
(4) The Manager shall notify any bank or custodian holding property comprised
in the Portfolio that it is not the Manager's property.
(5) The Manager shall have no right of lien or set-off or any right of
retention with respect to any Investments held in the Portfolio.
(6) All proxies or similar requests for consent and all notices (other than of
a routine or immaterial nature) received by the Manager relating to
securities held in the Portfolio are to be forwarded to the Company or are
to be dealt with in accordance with instructions given by the Company from
time to time.
8. Management charge and expenses
------------------------------
(1) The Company shall pay to the Manager as remuneration for the provision of
its services hereunder a fee payable annually in arrears on 31st December
in each year and calculated at the rate of 0.25 per cent per annum (plus
value added tax) by reference to the Net Asset Value (calculated on a gross
assets basis) as at 30th September, the first such payment, being a pro
rata part of the annual fee, to be made on 31st December 1993 in respect of
the period from the date of this Agreement to 30th September, 1993. On
termination of this Agreement a pro rata fee shall be payable for any part
of the year to 30th September for which this Agreement is in force, payable
on the 31st December next following termination.
(2) The Company shall bear the expenses of any kind incurred by or on behalf of
the Manager in the carrying out of its duties and the provision of services
and facilities hereunder, save for telex, telephone and other routine
communication charges and the costs of providing normal office
accommodation and secretarial and clerical staff for the normal performance
of those duties.
(3) The Manager shall also be entitled to additional fees, calculated on a time
basis, for services provided in connection with any transactions involving
the Company and/or any of its subsidiaries outside the ordinary course of
business including in particular any issue of shares, debentures or other
securities or any reorganization, redemption, consolidation, sub-division
or other alteration of capital or any takeover, acquisition or disposal of
or by the Company and/or any of its subsidiaries.
(4) An amount equal to any amount payable to the Manager pursuant to this
Clause shall be paid by the Company to the Manager promptly after delivery
to the Company by the Manager of an invoice giving reasonable details in
respect thereof. Notwithstanding the foregoing, the Manager shall be
entitled, without delivery of an invoice as aforesaid, to
Page 41 of 50 Pages
<PAGE>
charge any such amount to the Portfolio subject to notifying the Company in
writing of the amount promptly thereafter.
(5) For the purpose of this Clause 8 "Net Asset Value" shall mean the amount of
the fixed and current tangible assets of the Company (other than shares in
its subsidiaries) and its subsidiaries after deducting therefrom an amount
equal to the current liabilities and the borrowings or other indebtedness
in the nature of borrowings (except for borrowings repayable after an
initial term of more than three years) of the Company and its subsidiaries
as reasonably determined by the Manager.
9. Subsidiaries
------------
If the Company has at any time one or more subsidiaries then, unless
otherwise directed by the Board, the Manager shall in addition provide the
same services to such subsidiaries as it provides hereunder to the Company.
10. Freedom to act
--------------
The services of the Manager to the Company under this Agreement shall not
be exclusive and the Manager shall be free to render similar services to
others and nothing in this Agreement shall preclude the Manager from having
dealings with or on behalf of the Company either on its own account or on
account of its clients or others or make it accountable to the Company in
respect of any profit or commission from any such dealings.
11. Termination
-----------
(1) If:
(a) either party shall commit any substantial or continuing material
breach of this Agreement and (where such breach is capable of remedy)
fail to remedy such a breach within thirty days of being given written
notice of it by the other party; or
(b) either party shall have a receiver or administrator appointed over the
whole or any part of their assets or a resolution is passed or an
order made for the winding-up of such party other than as mentioned in
sub-clause (2) below,
the other party shall be entitled to terminate the appointment under this
Agreement forthwith by giving written notice of termination to such party.
(2) On termination of the appointment of the Manager, the Manager shall be
entitled to receive all fees and other money accrued due up to the date of
such termination but shall not be entitled to compensation in respect of
termination (except where such
Page 42 of 50 Pages
<PAGE>
appointment is terminated by the Manager in accordance with sub-clause
(1)(a) of this Clause or by the Company in breach of Clause 2) and the
Manager shall deliver to the Company or as it shall direct, all books of
account, records, registers, correspondence, documents and assets belonging
to the Company or any subsidiary in possession of or under the control of
the Manager and take all necessary steps to vest in the Company any assets
previously held in the name of or to the order of the Manager on behalf of
the Company or any subsidiary.
(3) The Manager shall also be entitled to terminate its appointment on giving
four months' notice to the Company if either the Board fails to procure
that Christopher Mills consults with the Manager in accordance with Clause
3(2) or if the Manager has objected to an investment proposed by
Christopher Mills and has given notice to the Board under Clause 3(2), but
the Board has approved the proposal.
12. Confidentiality and records
---------------------------
(1) Neither party shall during the continuance of this Agreement or after its
termination disclose to any person, firm or company whatsoever (except with
the authority of the other party or unless ordered to do so by The Stock
Exchange, the Panel on Takeovers and Mergers or by a regulatory body or
court of competent jurisdiction) any information relating to the business,
Portfolio, finances or other matters of a confidential nature of the other
party of which it may in the course of its duties under this Agreement or
otherwise become possessed and each party shall use all reasonable
endeavors to prevent any such disclosure.
(2) All books, statistical records, accounts, contract notes, correspondence
and other documents relating to the business and affairs of the Company
shall be the exclusive property of the Company and the Manager shall when
reasonably requested produce the same to the Company or its employees,
agents or auditors together with any information within the knowledge of
the Manager in relation thereto.
13. Reports and valuations
----------------------
(1) The Manager shall provide the Company with regular monthly statements and
valuations in respect of the Portfolio as at dates selected by the Company
provided that the Company shall supply valuations to the Manager in respect
of unlisted investments (not being Relevant Investments). The valuations
provided by the Manager shall be in accordance with procedures and on a
basis reviewed by the Company's auditors and as required by law or the
regulations of The Stock Exchange. The reference currency will be pounds
sterling for such documents.
(2) Statements of the contents for the Portfolio prepared in accordance with
the IMRO Rules will be provided on a quarterly basis in respect of
quarterly periods of account.
Page 43 of 50 Pages
<PAGE>
14. Notices
-------
Any notice to be given under this Agreement may be served personally or by
post at the registered office of the party to be served and in the case of
service of first class post shall be deemed duly served twenty-four hours
after posting and proof of posting shall be proof of delivery.
15. Liability and Indemnity
-----------------------
(1) Subject to the terms of this Agreement, the Manager shall be under no
liability to the Company for any loss, costs or damages which may arise in
connection with the conduct of its duties hereunder or the custody of the
Investments or for any depreciation in the value of any Investments or
their safe custody unless due to wilful default or negligence on its part.
(2) The Company shall indemnify the Manager and keep it indemnified against any
costs, claims, demands or proceedings made by any person and in any way
arising from its appointment hereunder unless due to wilful default or
negligence on its part. The Manager agrees promptly to inform the Company
in writing of any event which comes to its notice as a result of which the
Company might become liable to indemnify the Manager under this Clause.
Page 44 of 50 Pages
<PAGE>
16. Assignment
----------
Neither party hereto shall be entitled to assign or otherwise part with any
interest in this Agreement unless the prior written consent of the other
has been obtained except that, if either party transfers the whole or a
substantial part of its undertaking and property to another company as part
of a reconstruction or amalgamation, that party may by written notice to
the other transfer all its rights and obligations under this Agreement to
that other company.
17. Governing law
-------------
This Agreement is governed by and shall be construed in accordance with the
laws of England to the jurisdiction of whose Courts the parties irrevocably
submit.
IN WITNESS of which each of the parties has executed this Agreement on the date
first mentioned on page 1.
SIGNED by J.J. Nelson )
) /s/ James J. Nelson
on behalf of )
LEVERAGED OPPORTUNITY TRUST PLC )
in the presence of: )
SIGNED by R.C.O. Hellyer )
) /s/ R.C.O. Hellyer
on behalf of )
J O HAMBRO & PARTNERS LIMITED )
in the presence of: )
Page 45 of 50 Pages
<PAGE>
POWER OF ATTORNEY
Page 46 of 50 Pages
<PAGE>
POWER OF ATTORNEY
-----------------
This general Power of Attorney is made this ninth day of July 1997 by
Christopher Harwood Bernard Mills.
I hereby appoint Claudia Margaret Cecil Perkins of 10 Park Place, London SW1A
1LP to be my attorney whereby she is empowered to sign on my behalf all
documents required for the proper conduct of the businesses of J O Hambro &
Partners Limited, North Atlantic Smaller Companies Investment Trust Plc and its
subsidiaries, American Opportunity Trust PLC and its subsidiaries, Growth
Financial Services Limited and Eveswise Ltd Retirement & Death Scheme. This
Power shall include but not be limited to authorising all statutory, regulatory
and other legal submissions which may be required to be made by any of the above
companies.
IN WITNESS WHEREOF I have hereunto set my hand and seal the day and year first
above written:
Signed, Sealed and Delivered )
By the above named ) /s/ Christopher Harwood Bernard Mills
CHRISTOPHER HARWOOD BERNARD MILLS)
in the presence of: )
Maureen O'Hara
10 Park Place
London
SW1A 1LP
Page 47 of 50 Pages
<PAGE>
JOINT FILING AGREEMENT
Page 48 of 50 Pages
<PAGE>
JOINT FILING AGREEMENT
----------------------
The undersigned hereby agree to the Statement on Schedule 13D dated April
13, 2000 with respect to the shares of common stock, par value $.01, of Airnet
Systems, Inc. and any further amendments thereto executed by each or any of us
shall be filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended.
This Agreement may be executed in separate counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
Date: April 13, 2000 J O HAMBRO CAPITAL MANAGEMENT
(HOLDINGS) LIMITED
By: /s/ R.G. Barrett
--------------------------------------
Name: R.G. Barrett
Title: Director
Date: April 13, 2000 J O HAMBRO CAPITAL MANAGEMENT
LIMITED
By: /s/ R.G. Barrett
--------------------------------------
Name: R.G. Barrett
Title: Director
Date: April 13, 2000 AMERICAN OPPORTUNITY TRUST PLC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
--------------------------------------
Name: R.G. Barrett
Title: Director
Date: April 13, 2000 CHRISTOPHER MILLS
By: /s/ C.H.B. Mills
--------------------------------------
Name: C.H.B. Mills
Page 49 of 50 Pages
<PAGE>
Date: April 13, 2000 THE TRIDENT NORTH ATLANTIC FUND
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
--------------------------------------
Name: R.G. Barrett
Title: Director
Date: April 13, 2000 ORYX INTERNATIONAL GROWTH FUND
LIMITED
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
--------------------------------------
Name: R.G. Barrett
Title: Director
Date: April 13, 2000 CONSULTA (CHANNEL ISLANDS) LIMITED
By: /s/ Barry Carroll
--------------------------------------
Name: Barry Carroll
Title: Director
Date: April 13, 2000 PREMIER NORTH ATLANTIC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
--------------------------------------
Name: R.G. Barrett
Title: Director
Page 50 of 50 Pages
