UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
NOVEMBER 5, 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 ss.ss. 240.13d-1(e), 240.13d-l(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 ss.240.13d-7(b) 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
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
James H. Goodnight, Ph.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) / /
(b) /X/
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.
NUMBER OF (7) SOLE VOTING POWER
SHARES 2,745,274
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 1,333,418 (if shared power included)
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH 2,745,274
(10) SHARED DISPOSITIVE POWER
1,333,418 (if shared power included)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,745,274 (4,078,692 if shared power included)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9% (47.4% if shared power included)
14 TYPE OF REPORTING PERSON
IN
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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 2801 Slater Road, Suite 200,
Morrisville, NC 27560.
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.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds that would be used to acquire the additional shares of Common
Stock as outlined in Item 4 below would be personal funds.
ITEM 4: PURPOSE OF TRANSACTION.
On November 5, 1999, Dr. Goodnight and John P. Sall proposed to the
Board of Directors of the Company a merger of the Company with a new entity to
be formed by them. In the merger, shares of Common Stock not currently owned by
Messrs. Goodnight and Sall would be exchanged for cash at a price of $8.00 per
share. This proposal is subject to execution of an acceptable employment
agreement with the Chief Executive Officer of the Company and any required vote
of the outstanding shares of the Company. The proposal is also subject to
negotiation of a merger agreement containing terms and conditions mutually
satisfactory to the parties. Such a merger would cause the shares of Common
Stock to become eligible for termination of registration under Section 12(g)(4)
of the Securities Exchange Act of 1934 as being held of record by fewer than 300
persons. Such a merger would also cause the shares of Common Stock to be
delisted from the Nasdaq Stock Market for having too few holders.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Dr. Goodnight beneficially owns 2,745,274, or
approximately 31.9%, of the shares of Common Stock outstanding, based on an
aggregate of 8,602,395 shares outstanding. Dr. Goodnight has sole voting and
dispositive power with respect to all of these shares.
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In light of the fact that Dr. Goodnight and Mr. Sall have made the merger
proposal to the Company together, Dr. Goodnight may, under rules and regulations
of the Securities and Exchange Commission, be deemed to share voting and
dispositive power as to the shares owned by Mr. Sall. In that case, Dr.
Goodnight would own an aggregate of 4,078,692 shares of Common Stock, or 47.4%
of the shares of Common Stock outstanding. Dr. Goodnight disclaims beneficial
ownership of the shares of Common Stock owned by Mr. Sall.
Mr. Sall's business address is SAS Campus Drive, Cary, North Carolina
27513. Mr. Sall is one of the founders and principal stockholders of SAS
Institute Inc., a developer and marketer of computer software programs primarily
for business applications.
Mr. Sall 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. Mr. Sall is a citizen of the United States.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Letter to the Board of Directors of Midway Airlines
Corporation from Dr. Goodnight and Mr. Sall, dated November 5, 1999.
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.
November 9, 1999 /s/ James H. Goodnight
- - ------------------ ----------------------------------------
Date James H. Goodnight, Ph.D.
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Exhibit 1
November 5, 1999
Midway Airlines Corporation
2801 Slater Road
Morrisville, NC 27560
Attn. Board of Directors
Gentlemen:
We propose a merger of Midway Airlines Corporation (the "Company") with
a new entity to be formed by us. In the merger, shares of common stock of the
Company not currently owned by us would be exchanged for cash at a price of
$8.00 per share.
This proposal is subject to execution of an acceptable employment
agreement with the Chief Executive Officer of the Company, and any required vote
of the outstanding shares of the Company. The proposal is also subject to
negotiation of a merger agreement containing terms and conditions mutually
satisfactory to the parties.
We are prepared to meet to discuss this proposal with you after you
have had an opportunity to evaluate it in consultation with your legal and
financial advisors. We would also like to coordinate the issuance of a press
release with you before the opening of the market on Monday.
Sincerely,
/s/ James H. Goodnight
James H. Goodnight
/s/ John P. Sall
John P. Sall
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