UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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)
AUGUST 2, 2000
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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 Rule 240.13d-7 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 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.
<PAGE>
NUMBER OF (7) SOLE VOTING POWER
SHARES 6,749,227
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 3,278,194 (if shared power included)
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH 6,749,227
(10) SHARED DISPOSITIVE POWER
3,278,194 (if shared power included)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,749,227 (10,027,421 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)
44.5% (66.1% if shared power included)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
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 were used to acquire the additional shares of Common Stock
as outlined in Item 4 below were personal funds.
ITEM 4: PURPOSE OF TRANSACTION.
In connection with the Company's rights offering which expired on July 26,
2000, Dr. Goodnight purchased an additional 4,003,953 shares of the Common Stock
at $5.20 per share. Due to the exercise of over-subscription privileges, the
determination of the actual number of shares purchased was determined and
released by the Corporation on August 2, 2000.
In the future, Dr. Goodnight may elect to buy additional shares of
Common Stock from time to time or at any time in brokerage transactions on the
open market or in privately negotiated transactions, if appropriate
opportunities to do so are available, on such terms as he considers desirable,
depending on his continuing assessment of certain factors, including, without
limitation: the Company's business, financial condition, results of operations
and prospects; changes in the laws and regulations of the United States and the
various states concerning or affecting airlines generally and the Company
specifically; other business and investment opportunities available; the prices
at which shares of Common Stock are trading; general economic conditions; and
stock market and money market conditions. Dr. Goodnight and John P. Sall may act
in conjunction with each other with respect to their respective investments
in the Company and in deciding what future action either or both of them
should undertake with respect to their interests.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Goodnight beneficially owns 6,749,227, or
approximately 44.5%, of the shares of Common Stock outstanding, based on an
aggregate of 15,174,755 shares outstanding
<PAGE>
following the rights offering. Dr. Goodnight has sole voting and dispositive
power with respect to all of these shares.
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
10,027,421 shares of Common Stock, or 66.1%, of the shares of Common Stock
outstanding. Dr. Goodnight disclaims beneficial ownership of the shares of
Common Stock owned by Mr. Sall.
* * * * *
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.
August 11, 2000 /s/ James H. Goodnight
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Date James H. Goodnight, Ph.D.
