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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. _)*
MIDWAY AIRLINES CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
598126 10 0
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(CUSIP Number)
James H. Goodnight, Ph.D., SAS Institute, Inc.,
SAS CAMPUS DRIVE, CARY, NORTH CAROLINA 27513, TEL. NO. (919) 677-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 10, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP NO. 598126 10 0 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
James H. Goodnight, Ph.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 2,745,274 shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,745,274 shares of Common Stock
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,745,274 shares of Common Stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1% of the Common Stock.
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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SCHEDULE 13D
OF
JAMES H. GOODNIGHT, PH.D.
ITEM 1: SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock (the "Common Stock") of
Midway Airlines Corporation, a Delaware corporation (the "Company"), whose
principal executive offices are located at 300 West Morgan Street, Suite
1200, Durham, North Carolina 27701.
ITEM 2: IDENTITY AND BACKGROUND.
The person filing this Schedule 13D is James H. Goodnight, Ph.D., whose
business address is SAS Campus Drive, Cary, North Carolina 27513. Dr. Goodnight
is one of the founders and principal stockholders of SAS Institute Inc., a
developer and marketer of computer software programs primarily for business
applications.
Dr. Goodnight has never been convicted in any criminal proceeding, nor has
he been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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. Dr. Goodnight is a citizen of the United States.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 2,745,274 shares of Common Stock beneficially owned by Dr.
Goodnight, 2,509,697 shares (the "Conversion Shares") were acquired upon the
conversion of an equal number of shares of Senior Convertible Preferred
Stock, and 235,577 shares of Common Stock (the "IPO Shares" and, collectively
with the Conversion Shares, the "Shares") were acquired in the initial public
offering of the Company's Common Stock (the "IPO"), which offering was
consummated on December 10, 1997. Dr. Goodnight acquired the Senior
Convertible Preferred Stock for $10.1 million in cash in connection with a
recapitalization of the Company effected February 11, 1997. The IPO Shares
were acquired for cash at the initial public offering price of $15.50 per
share, or an aggregate of $3,651,443.50. Funds used to purchase the Senior
Convertible Preferred Stock and the IPO Shares were provided from Dr.
Goodnight's personal funds.
ITEM 4: PURPOSE OF TRANSACTION.
Dr. Goodnight acquired the Shares for personal investment. Dr. Goodnight
has no plans or proposals that relate to, or would result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Dr. Goodnight may, at any time or from time to time, review or reconsider his
position with respect to any of such matters, but has no present intention to do
so.
See also Item 6 below.
Page 3 of 5 Pages
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ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Dr. Goodnight beneficially owns 2,745,274, or
approximately 32.1%, of the shares of Common Stock outstanding, based on an
aggregate of 8,558,695 shares outstanding, including the shares issued in
connection with the IPO, as reflected in the Company's Registration Statement on
Form S-1 (Reg. No. 333-37375). Dr. Goodnight has sole voting and dispositive
power with respect to all of the Shares.
ITEM 6: CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to a letter agreement dated November 10, 1997 (the "Lock-Up
Agreement"), executed by Dr. Goodnight as a requirement of the underwriters of
the IPO, Dr. Goodnight cannot dispose of any shares of Common Stock for a period
of 180 days from December 4, 1997, without the written consent of Morgan Stanley
& Co. Incorporated, the lead underwriter of the IPO.
Other than the Lock-Up Agreement, there are no contracts, arrangements,
understandings or relationships between Dr. Goodnight and any other person with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the Shares, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Letter agreement, dated November 10, 1997, regarding lock-up of
the Shares, as described in Item 6 above.
Page 4 of 5 Pages
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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.
January 15, 1998 /s/ J. H. Goodnight
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Date James H. Goodnight, Ph.D.
Page 5 of 5 Pages
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Exhibit 1
November 10, 1997
Morgan Stanley & Co. Incorporated
The Robinson-Humphrey Company, LLC
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sir/Madam:
The undersigned understands that Morgan Stanley & Co. Incorporated
("Morgan Stanley") proposes to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Midway Airlines Corporation, a Delaware
corporation (the "Company"), providing for the public offering (the "Public
Offering") by the several Underwriters, including Morgan Stanley (the
"Underwriters"), of shares (the "Shares") of the Common Stock, par value $.01
per share, of the Company (the "Common Stock").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 180 days after the date of the final
prospectus relating to the Public Offering (the "Prospectus"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing
sentence shall not apply to (a) the sale of any Shares to the Underwriters
pursuant to the Underwriting Agreement or (b) transactions relating to shares
of Common Stock or other securities acquired in open market transactions
after the completion of the Public Offering. In addition, the undersigned
agrees that, without the prior written consent of Morgan Stanley on behalf of
the Underwriters, it will not, during the period commencing on the date
hereof and ending 180 days after the date of the Prospectus, make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
By: /s/ J. H. Goodnight
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Name: J. H. Goodnight
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Title:
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