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)
John P. Sall
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-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 ss. 240.13d-7(b) for other
parties to when 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).
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
John P. Sall
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 1,333,418
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
REPORTING 2,745,274
PERSON
WITH 9 SOLE DISPOSITIVE POWER
1,333,418
10 SHARED DISPOSITIVE POWER
2,745,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,333,418 (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)
15.5% (47.4% if shared power included)
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
OF
JOHN P. SALL
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 John P. Sall, 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, John P. Sall and James H. Goodnight, Ph.D., 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. Sall and Goodnight 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, Mr. Sall beneficially owns 1,333,418, or
approximately 15.5%, of the shares of Common Stock outstanding, based on an
aggregate of 8,602,395 shares outstanding. Mr. Sall has sole voting and
dispositive power with respect to all of these shares.
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In light of the fact that Mr. Sall and Dr. Goodnight have made the merger
proposal to the Company together, Mr. Sall 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 Dr. Goodnight. In that case, Mr.
Sall would own an aggregate of 4,078,692 shares of Common Stock or 47.4% of the
shares of Common Stock outstanding. Mr. Sall disclaims beneficial ownership of
the shares of Common Stock owned by Dr. Goodnight.
Dr. Goodnight's 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 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/ John P. Sall
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Date John P. Sall
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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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