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| KHK > SEC Filings for KHK > Form 10-K/A on 29-Apr-2004 | All Recent SEC Filings |
29-Apr-2004
Annual Report
The following table presents information known to us about the beneficial ownership of our common stock as of April 20, 2004, by:
• each person or entity whom we know to own beneficially more than 5% of our
common stock;• each of our Chief Executive Officer and our four other most highly
compensated executive officers as of December 31, 2003;• each person who became an executive officer after December 31, 2003;
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• each of our directors; and
• all of our directors and executive officers as of April 20, 2004 as a group.
The number and percentage of shares of common stock beneficially owned is determined under the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares for which a person has sole or shared voting power or investment power and also any shares of common stock underlying stock options and warrants that are exercisable by that person within 60 days of April 20, 2004. However, shares underlying such stock options and warrants are not treated as outstanding for the purpose of computing the percentage ownership of any other person or entity.
Unless otherwise indicated in the footnotes, each person listed in the following table has sole voting and investment power over the shares shown as beneficially owned by that person. Percentage of beneficial ownership is based on 43,744,806 shares of common stock outstanding as of April 20, 2004.
Unless otherwise indicated in the footnotes, the address for each listed person is c/o Kitty Hawk, Inc., 1515 West 20th Street, P.O. Box 612787, DFW International Airport, Texas 75261.
Shares Beneficially Owned
--------------------------------------------
Number Percentage
----------------------- -----------------
Directors and Executive Officers:
Robert W. Zoller, Jr.(1) 1,000,000 2.2 %
Gerald L. Gitner(1) 225,000 *
Tamir (Thomas) Hacker(1) 225,000 *
Myron Kaplan(1) 225,000 *
Robert A. Peiser(1) 225,000 *
Steven E. Markhoff(1) 300,000 *
Jack A. (Drew) Keith(1)(2) 300,000 *
Randy S. Leiser(1) 200,000 *
Toby Skaar(1) 212,500 *
Jessica L. Wilson(1) 150,000 *
All current directors and executive officers as a group
(9 persons) 2,762,500 6.0
Beneficial Owners of More Than 5%:
Everest Capital Limited(3)(4) 6,673,349 14.1 %
Stockton, LLC(3)(5) 5,206,684 11.9
Resurgence Asset Management, L.L.C.(3)(6) 4,317,299 9.7
Bank One, National Association(7)(9) 3,500,000 8.0
Wilmington Trust Company(8)(9) 3,500,000 8.0
Gryphon Master Fund, L.P.(3)(10) 3,125,829 7.1
Citadel Limited Partnership(3)(11) 2,537,835 5.6
Kitty Hawk Acquisition Corporation(12) 2,500,000 5.7
* Less than one percent
(1) Beneficially owned shares may include stock options that are currently
exercisable. The shares deliverable upon the exercise of such options,
however, might not be vested. A beneficial owner who exercises a stock
option for shares that have not yet vested will receive restricted stock for
the unvested portion of the option. The shares of restricted stock will vest
on the same schedule as the stock option.
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(2) Mr. Keith ceased serving as our Vice President and Chief Financial Officer
as of December 31, 2003. Mr. Keith will serve as a consultant to us until
June 1, 2004.
(3) The information regarding beneficial ownership of our common stock is
included in reliance on reports filed by such entities with the SEC, except
that the percentage is based upon calculations made by us in reliance upon
the number of shares of our common stock reported to be beneficially owned
by such entities in such reports.(4) Everest Capital Limited beneficially owns an aggregate of 6,673,349 shares
of our common stock, of which (i) 3,196,562 shares are issued and
outstanding and (ii) 3,476,787 shares may be acquired within 60 days of
April 20, 2004 upon the exercise of outstanding warrants. Everest Capital
Limited has shared voting and investment power over such shares of common
stock. Everest Capital Limited is the general partner of Everest Capital
Master Fund, L.P. Everest Capital Master Fund, L.P. beneficially owns an
aggregate of 6,105,764 shares of our common stock, of which
(i) 2,924,687 shares are issued and outstanding and (ii) 3,181,077 shares
may be acquired within 60 days of April 20, 2004 upon the exercise of
outstanding warrants. Everest Capital Master Fund, L.P. has shared voting
and investment power over such shares of common stock. Everest Capital
Limited is also the general partner of Everest Capital Senior Debt Fund,
L.P. Everest Capital Senior Debt Fund, L.P. beneficially owns an aggregate
of 567,585 shares of our common stock, of which (i) 271,875 shares are
issued and outstanding and (ii) 295,710 shares may be acquired within
60 days of April 20, 2004 upon the exercise of outstanding warrants. The
principal business address of Everest Capital Limited and Everest Capital
Master Fund, L.P. is The Bank of Butterfield Building, 65 Front Street,
6th Floor, HM 5X, Bermuda.
(5) Stockton, LLC beneficially owns an aggregate of 5,206,684 shares of our
common stock, all of which are issued and outstanding. Stockton, LLC has
sole voting and investment power over such shares of common stock. The
principal business address of Stockton, LLC is 712 Fifth Avenue, 36th Floor,
New York, New York 10019.
(6) Resurgence Asset Management, L.L.C. and its affiliates, Resurgence Asset
Management Internations, L.L.C. and Re/Enterprise Asset Management, L.L.C.
beneficially own in their capacities as investment advisors an aggregate of
4,317,299 shares of our common stock, of which (i) 3,337,654 shares are
issued and outstanding and (ii) 979,645 shares may be acquired within
60 days of April 20, 2004 upon the exercise of outstanding warrants.
Resurgence Asset Management, L.L.C. is the general partner and/or sole
investment advisor of M.D. Sass Corporate Resurgence Partners, L.P., M.D.
Sass Corporate Resurgence Partners II, L.P., M.D. Sass Corporate Resurgence
Partners III, L.P., the Resurgence Asset Management, L.L.C. Employee
Retirement Plan, and a separately managed account for a private corporation.
Re/Enterprise Asset Management, L.L.C. is the sole special shareholder of
and sole investment advisor of M.D. Sass Corporate Resurgence International,
Ltd. Re/Enterprise Asset Management, L.L.C. is the sole investment advisor
to two employee pension plans and is general partner and sole investment
advisor of M.D. Sass Re/Enterprise Portfolio Company, L.P. and M.D. Sass Re/
Enterprise II, L.P. James B. Rubin serves as Chief Investment Officer of
Resurgence Asset Management, L.L.C., Resurgence Asset Management
International, L.L.C. and Re/Enterprise Asset Management L.L.C., and, in
such capacity, may be deemed to beneficially own the shares of our common
stock beneficially owned by Resurgence Asset Management, L.L.C., Resurgence
Asset Management International, L.L.C. and Re/Enterprise Asset Management
L.L.C. Each of Resurgence Asset Management, L.L.C., Resurgence Asset
Management International, L.L.C. and Re/Enterprise Asset Management, L.L.C.
disclaims any beneficial ownership of the shares owned by entities it
advises. The business address of each of Mr. Rubin, Resurgence Asset
Management L.L.C., Resurgence Asset Management International, L.L.C. and
Re/Enterprise Asset Management L.L.C. is 10 New King Street, White Plains,
New York 10604.
(7) The business address of Bank One, National Association is 1717 Main Street,
Mail Code TX1-2451, Dallas, Texas 75201.
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(8) The business address of Wilmington Trust Company is Rodney Square North,
1100 N. Market Street, Wilmington, Delaware 19890-0001.(9) Kitty Hawk's Final Joint Plan of Reorganization under Chapter 11 of the
U.S. Bankruptcy Code required us to issue 7,000,000 shares of our common
stock to certain of our unsecured creditors at the time we filed for
bankruptcy. Because not all of the claims of our unsecured creditors had
been resolved at the time we emerged from bankruptcy, we issued
3,500,000 shares of our common stock to each of Bank One, National
Association and Wilmington Trust Company to hold in trust for the unsecured
creditors' benefit until their claims are resolved. Pursuant to separate
trust agreements with Bank One, National Association and Wilmington Trust
Company, each is required to give a proxy to one of our executive officers
instructing that officer to vote shares of our common stock it holds in
trust with respect to any matter in proportion to the proxies given by all
of our other shareholders that are United States citizens, as defined by
49 U.S.C. § 40102(a)(15).
(10) Gryphon Master Fund, L.P. beneficially owns an aggregate of 3,125,829 shares
of our common stock, all of which are issued and outstanding. The general
partner of Gryphon Master Fund, L.P. is Gryphon Partners, L.P., which may be
deemed to be the beneficial owner of all of the shares of our common stock
owned by Gryphon Master Fund, L.P. The general partner of Gryphon Partners,
L.P. is Gryphon Management Partners, L.P., which may be deemed to be the
beneficial owner of all of the shares of our common stock owned by Gryphon
Master Fund, L.P. The general partner of Gryphon Management Partners, L.P.
is Gryphon Advisors, LLC, which may be deemed to be the beneficial owner of
all of the shares of our common stock owned by Gryphon Master Fund, L.P.
E.B. Lyon, IV controls Gryphon Advisors, LLC and may be deemed to be the
beneficial owner of all of the shares of our common stock owned by Gryphon
Master Fund, L.P. Each of Gryphon Partners, L.P., Gryphon Management
Partners, L.P., Gryphon Advisors, LLC and E.B. Lyon, IV disclaims any
beneficial ownership of any of the shares of our common stock owned by
Gryphon Master Fund, L.P. The business address for each of Gryphon Master
Fund, L.P., Gryphon Partners, L.P., Gryphon Management Partners, L.P.,
Gryphon Advisors, LLC, and E.B. Lyon, IV is 100 Crescent Court, Suite 490,
Dallas, Texas 75201.
(11) Citadel Investment Group, L.L.C. is the general partner of GLB Partners,
L.P. GLB Partners, LP is the general partner of Citadel Limited Partnership.
Citadel Limited Partnership is the general partner of Citadel Wellington
Partners LP, and the portfolio manager of each of Citadel Equity Fund Ltd.,
Citadel Kensington Global Strategies Fund Ltd., Citadel Credit Trading Ltd.
and Citadel Distressed and Credit Opportunity Fund Ltd. Kenneth Griffin is
the President of Citadel Investment Group, L.L.C. Collectively, Mr. Griffin,
Citadel Investment Group, L.L.C., GLB Partners, LP, Citadel Limited
Partnership, Citadel Wellington Partners LP, Citadel Equity Fund Ltd.,
Citadel Kensington Global Strategies Fund Ltd., Citadel Credit Trading Ltd.
and Citadel Distressed and Credit Opportunity Fund Ltd. beneficially own an
aggregate of 2,537,835 shares of our common stock, of which (i) an aggregate
of 559,195 shares are issued and outstanding and (ii) an aggregate of
1,978,640 shares may be acquired within 60 days of April 20, 2004 upon the
exercise of outstanding warrants held by such entities. Each of these
entities has shared voting and investment power over such shares of common
stock. The business address for each of Mr. Griffin, Citadel Investment
Group, L.L.C., GLB Partners, LP, Citadel Limited Partnership, Citadel
Wellington Partners LP, Citadel Equity Fund Ltd., Citadel Kensington Global
Strategies Fund Ltd., Citadel Credit Trading Ltd. and Citadel Distressed and
Credit Opportunity Fund Ltd. is 131 S. Dearborn Street, 32nd Floor, Chicago,
Illinois 60603.
(12) The principal address of Kitty Hawk Acquisition Corporation is c/o Pegasus
Aviation, Inc. at Four Embarcadero Center, Suite 3540, San Francisco,
California 94111.
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Equity Compensation Plan Information
The following table provides certain information as of December 31, 2003, with respect to shares of our common stock that may be issued under the Kitty Hawk 2003 Long Term Equity Incentive Plan.
Number of
securities
remaining available
Number of Weighted- for future issuance
securities to be average exercise under equity
issued upon price of compensation
exercise of outstanding plans (excluding
outstanding options, securities reflected
options, warrants warrants and in the first
Plan Category and rights rights column)
---------------------------------- -------------------------- ----------------------- -------------------------------
Equity compensation plans approved
by security holders 4,460,000 $ 0.30 1,465,000
Equity compensation plans not
approved by security holders — — —
-------------- ----------- ----------------
Total 4,460,000 $ 0.30 1,465,000
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