UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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)
MARCH 29, 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-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 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).
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
EACH 2,745,274 (if shared power included)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,333,418
10 SHARED DISPOSITIVE POWER
2,745,274 (if shared power included)
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 4: PURPOSE OF TRANSACTION.
On March 29, 2000, the Company announced a rights offering on the following
terms:
o A right to purchase a share of Common Stock will be issued to
each holder of Common Stock on a share for share basis. The
Rights will be issued to holders of Common Stock on the date
which is 10 days after the filing of the registration
statement covering such rights (the "Record Date"). The Record
Date may be postponed pending the effectiveness of the
registration statement covering such rights. The rights will
be issued immediately following the effectiveness of the
registration statement covering such rights.
o Each right shall entitle the holder thereof to purchase one
share of Common Stock for $5.20 per share of Common Stock.
o Rights to purchase shares of Common Stock will not be listed
on Nasdaq or any other exchange and will not be transferable
or assignable.
o Rights will be exercisable for 30 days from date issued.
Mr. Sall and James H. Goodnight, Ph.D., have each agreed to exercise their
respective rights. Messrs. Goodnight and Sall have also each agreed to purchase,
and all other holders of Common Stock on the Record Date who have timely
exercised all of their rights will also have the right to purchase at the
subscription price, such shares of Common Stock subject to rights issued which
have not been
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timely exercised multiplied by their percentage ownership interests in the
Common Stock on the Record Date.
Assuming the Company engages in the rights offering as described above, Mr.
Sall will maintain his current ownership percentage in the outstanding shares of
Common Stock of 15.5% (or 47.4% on a shared basis with Dr. Goodnight) if all
shareholders of the Company timely exercise all of their rights. Mr. Sall's
ownership in the outstanding shares of Common Stock would increase to 22.7% of
the outstanding shares of Common Stock (or 69.4% on a shared basis with Dr.
Goodnight), if all shareholders other than Dr. Goodnight do not timely exercise
any of their rights.
In a related matter, the Company entered into a two year revolving credit
facility dated as of March 31, 2000 with Reedy Creek Investments, LLC, an entity
wholly owned by Messrs. Goodnight and Sall. Under the terms of the $30,000,000
facility, the commitment reduces to $10,000,000 upon the earlier of September
30, 2000 and the date the rights offering described above is completed.
* * * * * *
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.
April 7, 2000 /s/ John P. Sall
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Date John P. Sall
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