0001144204-15-059397.txt : 20151014 0001144204-15-059397.hdr.sgml : 20151014 20151014142738 ACCESSION NUMBER: 0001144204-15-059397 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151014 DATE AS OF CHANGE: 20151014 GROUP MEMBERS: FARNAM STREET CAPITAL, INC. GROUP MEMBERS: FS SPECIAL OPPORTUNITIES I FUND, L.P. GROUP MEMBERS: PETER O. HAEG GROUP MEMBERS: RAYMOND E. CABILLOT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIR T INC CENTRAL INDEX KEY: 0000353184 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 521206400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33793 FILM NUMBER: 151158071 BUSINESS ADDRESS: STREET 1: 3524 AIRPORT RD CITY: MAIDEN STATE: NC ZIP: 28650 BUSINESS PHONE: 7043772109 MAIL ADDRESS: STREET 1: P O BOX 488 CITY: DENVER STATE: NC ZIP: 28037 FORMER COMPANY: FORMER CONFORMED NAME: AIR TRANSPORTATION HOLDING CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTA EXPRESS AIRLINE CORP DATE OF NAME CHANGE: 19840321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARNAM STREET PARTNERS LP /MN CENTRAL INDEX KEY: 0001058465 IRS NUMBER: 411895541 STATE OF INCORPORATION: MN FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: MINNEAPOLIS CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-253-6058 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BOULEVARD STREET 2: MINNEAPOLIS CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13G 1 v422153_sc13g.htm FORM SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

(Amendment No._________)*

 

AIR T, INC.

 

(Name of Issuer)

 

Common Stock, $.25 par value

 

(Title of Class of Securities)

 

009207101

 

(CUSIP Number)

 

October 9, 2015

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

 

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 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).

 

 

 

 

CUSIP No. 009207101 13G Page 2 of 11 Pages

  

1

NAME OF REPORTING PERSONS

 

Farnam Street Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

 

5

SOLE VOTING POWER

 

112,119

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

112,119

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

112,119

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

¨ 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.7%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

         

 

 

 

CUSIP No. 009207101 13G Page 3 of 11 Pages

 

1

NAME OF REPORTING PERSONS

 

FS Special Opportunities I Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

 

5

SOLE VOTING POWER

 

15,855

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

15,855

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

15,855

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

¨ 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 1%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

         

 

 

 

CUSIP No.  009207101 13G Page 4 of 11 Pages

  

1

NAME OF REPORTING PERSONS

 

Farnam Street Capital, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER

 

128,054

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

128,054

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

128,054

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.4%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

         

 

 

 

CUSIP No. 009207101 13G Page 5 of 11 Pages

 

1

NAME OF REPORTING PERSONS

 

Raymond E. Cabillot

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

128,054

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

128,054

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

128,054

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.4%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

         

 

 

 

CUSIP No.  009207101 13G Page 6 of 11 Pages

 

1

NAME OF REPORTING PERSONS

 

Peter O. Haeg

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

128,054

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

128,054

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

128,054

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.4%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

         

 

 

  

CUSIP No. 009207101 13G

 

Item 1(a).  Name of Issuer:

 

Air T, Inc.

 

Item 1(b).  Address of Issuer's Principal Executive Offices:

 

3524 Airport Road, Maiden, NC 28650

 

Item 2(a).  Name of Person Filing:

 

Farnam Street Partners, L.P., a Minnesota Limited Partnership (“FSP”) and FS Special Opportunities I Fund, L.P., a Minnesota Limited Partnership (“FS Special,” and collectively with FSP, the “Funds”), of which the General Partner of each is Farnam Street Capital, Inc., a Minnesota corporation (“FSC”). Mr. Raymond E. Cabillot is Chief Executive Officer and Chief Financial Officer and Mr. Peter O. Haeg is President and Secretary of FSC.

 

Item 2(b).  Address of Principal Business Office, or if none, Residence:

 

3033 Excelsior Boulevard, Suite 320, Minneapolis, Minnesota 55416.

 

Item 2(c).  Citizenship:

 

The Funds are both Minnesota limited partnerships; FSC is a Minnesota corporation; and Messrs. Cabillot and Haeg are citizens of the United States.

 

Item 2(d).  Title of Class of Securities:

 

Common Stock, $.25 par value

 

Item 2(e).  CUSIP Number:

 

009207101

 

Item 3.     If This Statement  is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

 

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) ¨  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________.

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)  Amount beneficially owned:
   
  128,054 shares of Common Stock
   
   
  (b) Percent of class:
   
        5.4%
   
  (Based upon 2,372,527 shares of Common Stock outstanding as of August 1, 2015 as reported by the Issuer in it most recently filed Quarterly report on Form 10-Q)
   
   
  (c)  Number of shares as to which such person has:

 

Messrs. Cabillot and Haeg, as officers of Farnam Street Capital, Inc., the general partner of Farnam Street Partners, L.P. and FS Special Opportunities I Fund, L.P., share voting and dispositive power over all 128,054 shares.

 

 
Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to the beneficial owner of more than 5 percent of the class of securities, check the following: ¨
 
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.
N/A
 
Item 7.  Identification and  Classification of the Subsidiary Which Acquired the Security  Being  Reported on by the Parent  Holding  Company or Control Person.
N/A
 

 

 

 

 

Item 8.  Identification  and  Classification  of Members of the Group.
N/A
 
Item 9.  Notice of Dissolution of Group.
N/A
 
Item 10.  Certifications.

 

(a) Not applicable

 

(b) Not applicable

 

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

 

SIGNATURE

 

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.

 

Dated: October 14, 2015

 

FARNAM STREET PARTNERS, L.P.  
     
By: FARNAM STREET CAPITAL, INC.  
General Partner  
     
By:   /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  
     
FS SPECIAL OPPORTUNITIES I FUND, L.P.  
     
By: FARNAM STREET CAPITAL, INC.  
General Partner  
     
By:   /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  
     
FARNAM STREET CAPITAL, INC.  
     
By:   /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  
     
  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
     
  /s/ Peter O. Haeg  
Peter O. Haeg  

 

 

 

EX-99.1 2 v422153_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Agreement

TO JOINTLY FILE SCHEDULE 13G

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Air T, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.

 

Dated: October 14, 2015

 

FARNAM STREET PARTNERS, L.P.  
     
By: FARNAM STREET CAPITAL, INC.  
General Partner  
     
By:   /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  
     
FS SPECIAL OPPORTUNITIES I FUND, L.P.  
     
By: FARNAM STREET CAPITAL, INC.  
General Partner  
     
By:   /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  
     
FARNAM STREET CAPITAL, INC.  
     
By:   /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
Chief Executive Officer  
     
  /s/ Raymond E. Cabillot  
Raymond E. Cabillot  
     
  /s/ Peter O. Haeg  
Peter O. Haeg