0000897069-12-000237.txt : 20120403 0000897069-12-000237.hdr.sgml : 20120403 20120403171933 ACCESSION NUMBER: 0000897069-12-000237 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120403 DATE AS OF CHANGE: 20120403 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: 0309 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33793 FILM NUMBER: 12738963 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: AO Partners I, LP CENTRAL INDEX KEY: 0001542769 IRS NUMBER: 453956071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD STREET 2: SUITE 560 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-843-4301 MAIL ADDRESS: STREET 1: 3033 EXCELSIOR BLVD STREET 2: SUITE 560 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SC 13D/A 1 cg110.htm cg110.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)


AIR T, INC.
(Name of Issuer)

Common Stock, par value of $.25 per share
(Title of Class of Securities)

009207101
(CUSIP Number)

AO Partners I, L.P.
3033 Excelsior Blvd., Suite 560
Minneapolis, MN 55416
Telephone: (612) 353-6380
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

March 30, 2012
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨




483
 
1
 
CUSIP NO. 009207101

1
NAME OF REPORTING PERSONS
 
AO Partners I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) T
(b) o
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
263,022
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
263,022
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
263,022
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)
 
10.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
4835-671
 
2
 
CUSIP NO. 009207101



1
NAME OF REPORTING PERSONS
 
AO Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) T
(b) ¨
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
263,022
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
263,022
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
263,022
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)
 
10.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
3
 
CUSIP NO. 009207101



1
NAME OF REPORTING PERSONS
 
Nicholas J. Swenson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) T
(b) o
 
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
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
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
263,022
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
263,022
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
263,022
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)
 
10.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
4
 
CUSIP NO. 009207101


Item 1.                      Security and Issuer.

This Amended Schedule 13D relates to shares of the Common Shares, $.25 par value (the “Common Stock”), of Air T, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3524 Airport Road, Maiden, North Carolina 28650.

Item 2.                      Identity and Background.

This Amended Schedule 13D is being filed jointly by the parties identified below.
 
●  
AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).
 
●  
AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners (“AO Partners”).
 
●  
Nicholas J. Swenson as the Managing Member of AO Partners.
 
Each of the foregoing is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.”  Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached as Exhibit 1 to Amendment No. 2 to the Schedule 13D.
 
(a) – (c)  This statement is filed by Mr. Swenson, with respect to the shares of Common Stock beneficially owned by him, as follows:  shares of Common Stock held in the name of AO Partners Fund in Mr. Swenson’s capacity as Managing Member of AO Partners.

The principal business address of each of AO Partners Fund, AO Partners and Mr. Swenson is 3033 Excelsior Blvd., Suite 560, Minneapolis, MN 55416.  Each of AO Partners Fund and AO Partners are engaged in various interests, including investments.

The principal employment of Mr. Swenson is (1) private investor and (2) serving as the sole Managing Member of AO Partners and Groveland Capital, LLC, a Delaware limited liability company.
 
(d)           None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           None of the Reporting Persons described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or 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 violations with respect to such laws.

(f)           Mr. Swenson is a citizen of the United States of America.

 
4835-
 
5
 
CUSIP NO. 009207101



Item 3.                      Source and Amount of Funds or Other Consideration.

The Common Stock was acquired in open market purchases with working capital of AO Partners Fund and the personal investment capital of Mr. Swenson.

Item 4.                      Purpose of Transaction.

The Reporting Persons acquired shares of Common Stock because they believe that the Common Stock is undervalued.  The Reporting Persons’ intent is to influence the policies of the Issuer and assert the Reporting Persons’ shareholder rights, with a goal of maximizing the value of the Common Stock.
 
On March 30, 2012, Mr. Swenson requested that the Board of Directors of the Issuer appoint him and Mr. Seth Barkett as directors of the Issuer.  A copy of the letter is attached hereto as Exhibit 2.

The Reporting Persons may make further purchases of shares of Common Stock.  The Reporting Persons may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose.  Except as noted in this Amended Schedule 13D, none of the Reporting Persons has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.                      Interests in Securities of the Issuer.

(a)           The following list sets forth the aggregate number and percentage (based on 2,446,286 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q, for the period ended December 31, 2011) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2:

 
 
Name
 
Shares of Common Stock
Beneficially Owned
Percentage of Shares of Common Stock Beneficially Owned
     
AO Partners Fund
263,022
10.8%
AO Partners
263,022
10.8%
Nicholas J. Swenson
263,022
10.8%

AO Partners is the General Partner of AO Partners Fund.  Because Mr. Swenson is the Managing Member of AO Partners, he has the power to direct the affairs of AO Partners.  Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the shares of Common Stock held by AO Partners Fund.

 
6
 
CUSIP NO. 009207101



Because Mr. Swenson is the Managing Member of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund.  Therefore, Mr. Swenson is deemed to share voting and dispositive power with AO Partners Fund with regard to those shares of Common Stock.

(b)         Mr. Swenson has shared voting and dispositive power of the Common Stock beneficially owned by AO Partners Fund for the reasons described in Item 5(a).

(c)         The following purchases have occurred since the filing of Amendment No. 2 to this Schedule 13D:

Name
Trade Date
Number of
Shares
Purchased
Price Per Share
Where and How
Transaction was
Effected
AO Partners
03/22/2012
3,096
$ 9.5000
Open market purchase
AO Partners
03/23/2012
928
9.4615
Open market purchase
AO Partners
03/26/2012
100
9.4700
Open market purchase
AO Partners
03/30/2012
1,608
9.5488
Open market purchase
AO Partners
04/02/2012
3,168
9.5059
Open market purchase
AO Partners
04/03/2012
4,895
9.5866
Open market purchase

(d)         No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.

(e)         Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.
 
Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 2 to the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
 

 
7
 
CUSIP NO. 009207101


Item 7.                      Material to be Filed as Exhibits.

Exhibit No.
Description
   
1
Joint Filing Agreement*
2
March 30, 2012 Letter from Nick Swenson to the Chairman and Chief Executive Officer of the Issuer
_____________________
* Previously filed
  

 

 
8
 
CUSIP NO. 009207101


SIGNATURES

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.
 
Date:           April 3, 2012
 
AO PARTNERS I, L.P.
 
 
By:           AO PARTNERS, LLC
General Partner
 
 
By:           /s/ Nicholas J. Swenson                                           
Nicholas J. Swenson
Managing Member
 
  
AO PARTNERS, LLC
 
 
By:           /s/ Nicholas J. Swenson                                           
Nicholas J. Swenson
Managing Member
 
  
 
/s/ Nicholas J. Swenson                                           
Nicholas J. Swenson
    

 
 
9

 EX-2 2 cg110exhibit.htm cg110exhibit.htm
Exhibit 2




Mr. Walter Clark
Chairman & Chief Executive Officer
Air T, Inc.
3524 Airport Rd.
Maiden, NC 28650

Dear Mr. Clark:

Thank you for taking time to speak with us. We appreciate the chance to continue our dialogue about issues that are important to Air T stakeholders.
 
This letter is our formal request for representation on Air T’s Board of Directors. As of Friday, March 30th, AO Partners I, LP owned 254,959 shares or approximately 10.4% of Air T’s outstanding common stock. AO Partners is the company’s largest shareholder. For this and other reasons that I am happy to discuss further, I respectfully request that Air T add Seth Barkett and me to its nine-member Board of Directors. While 2 of 9 seats represent a larger proportionate share of Board seats than AO Partners’ ownership, we believe that since you are the only significant shareholder currently serving on the Board, our request is appropriate. It is important that Air T shareholders have a voice on the Board of Directors. In addition, we intend to continue to buy Air T stock.
 
If you are unable to add us to the Board of Directors prior to Air T’s next proxy, we respectfully request to be added to the company-endorsed list of prospective directors that the Board directly and indirectly supports for Board seats.
 
As I mentioned Friday morning, AO Partners will not bid for all of Air T’s shares nor will we wait passively for unpredictable market sentiment to move the stock up. We hope to work with you constructively so that shareholders have a good chance of realizing ever-higher prices for their shares.
 
I have included our resumes per your request. We would appreciate the Board’s answer to our request by Wednesday, April 11, 2012 at 5:00pm CST.
 
Sincerely,

/s/ Nick Swenson

Nick Swenson
Managing Member
AO Partners, LLC

 
 
 


 
 
Nick Swenson

Office Address: 3033 Excelsior Blvd, Suite 560, Minneapolis, MN 55416
Office: 612.843.4301 Cell: 612.703.2292
Email: nickswenson@grovelandcapital.com


Work Experience

Groveland Capital, LLC
CEO & Portfolio Manager
March 2009 – Present

Whitebox Advisors, LLC
Portfolio Manager and Partner
September 2001 - February 2009

Varde Partners, LLC
Distressed Debt Analyst
January 1999 - September 2001

Piper Jaffray, Inc.
Associate, Financial Institutions Group
June 1996 - December 1999

Board Experience

Sun Country Airlines
Commercial Airline
Former Member of the Board of Directors

Riverland Ag Co.
Grain storage and logistics company with $100mm+ Assets
Former Member of the Board of Directors and Operating Committee

Whitebox Advisors, LLC
Hedge Fund with $4B+ AUM
Former Partner & Member of the Operating Committee

PDG, P.A.
Healthcare services company with $100+mm of revenues
Board of Advisors
 
 
Cadillac Casting Inc. and 3Point Machine Inc.
Auto parts supplier with $150+mm in revenues
Principal and Ex-Officio Member of the Board of Directors

 
 
 


SGF, LLC
Farmland Partnership
Managing Member

Current SEC Reporting Positions

10%+ ownership in three publicly traded companies: Air T Inc., Electro-Sensors Inc., and Pro-Dex Inc.
 
Education

University of Chicago, M.B.A. 1996
Middlebury College, B.A. 1991

Other

I have extensive experience investing in public and private markets. My career has included significant roles in management and corporate governance.
 
My experience includes direct decision making responsibility for investments of $5mm+ or more in the following industry segments: airlines, aircraft & aircraft engines, cable & telecom infrastructure, auto parts manufacturing, trucking, refining, agriculture, banks & thrifts, media, oil & gas exploration & production, light manufacturing, coking coal production, coal mining, industrial metals mining, specialty finance, wind farm development, travel agencies, ship building etc.
 

 
 
 

Seth Barkett
 
Home Address: 495 West Mt. Garfield Rd., Norton Shores, MI 49441
Mobile: (248) 925-6268 Email: sethbarkett@grovelandcapital.com

Experience                                                                                                                                          

RDA Capital Advisors, LLC                                                                             Norton Shores, MI
President and Director of Research

Groveland Capital, LLC                                                                                      February 2011 – Present

●  
Contract financial analyst for a Minneapolis-based hedge fund targeting high-yield debt and micro-cap equities
●  
Source investment ideas, perform due diligence, build financial forecasts, and write investment summaries
●  
Meet with public company executives, create investor marketing presentations, and maintain target database

Vela Capital, LLC                                                                                                March 2010 - January 2011

●  
Consulted for a New York-based long/short equity hedge fund focusing on small and micro-cap equities
●  
Researched and analyzed company financial reports, industry landscapes, and global macroeconomic trends
●  
Developed investment theses, structured investments, determined valuation ranges, and co-managed risk profile

Storm Lake Capital, LLC                                                                                 Detroit, MI
Merchant Banking Associate                                                                           January 2008 - February 2010

●  
Member of an 8-person team formed in partnership with Whitebox Advisors LLC, a $4 billion multi-strategy hedge fund, to source, execute, and manage debt and equity investments in distressed automotive suppliers
●  
Performed extensive transaction due diligence and produced leverage buyout and liquidation valuation analyses
●  
Worked with portfolio company teams to create and manage dynamic monthly budget models (IS/BS/CFS) with variance analysis, 13-week cash flow forecasts, weekly performance tracking reports, and lender presentations
●  
Participated in management’s evaluation and implementation of Plex Online, a software as a service ERP system

Highlighted Transactions:
●  
Spin-off and corporate restructuring of Tecstar Automotive, a wholly-owned subsidiary of Quantum Fuel Systems (NASDAQ: QTWW), and subsequent spin-offs of Powertrain Integration and Troy Tooling & Manufacturing
●  
$3 million equity recapitalization of Cadillac Casting Inc. and 3Point Machine Inc. ($100+ million of annual sales)
●  
$5 million debt capital raise for a plastic injection molder owned by Monomoy Capital Partners

Resource Land Holdings, LLC                                                                           Colorado Springs, CO
Private Equity Analyst                                                                                          July 2006 - December 2007

●  
Member of a 9-person team that invested in agriculture, timber, mining, and environmental properties/businesses
●  
Performed financial, industry, and operational due diligence and worked with managers to optimize asset returns
●  
Constructed discounted cash flow models with detailed scenario analysis, debt schedules, and IRR calculations
●  
Built weekly, monthly, and annual budgets for platform and add-on acquisitions as well as tracking models
●  
Analyzed operating performance, credit compliance, insurance profile, liquidity, and business growth initiatives
●  
Participated in key portfolio company hires, business strategy decisions, and streamlining corporate processes

Highlighted Transactions:
●  
$10 million add-on acquisition by Texas-based dimensional stone quarry and ensuing integration of operations
●  
$8 million acquisition of Indiana-based surface coal mine and later joint venture with Headwaters (NYSE: HW)
●  
$4 million leveraged recapitalization of Alabama-based sand and gravel business
●  
$28 million acquisition of 48,000 acres of timberland in the southeastern United States and subsequent divestiture

 
 
 


Education                                                                                                                                          

Wheaton College, Wheaton, IL
B.A., Business/Economics, May 2006

●  
2005 Men’s Varsity Soccer Captain (Nationally-Ranked NCAA Division III)
●  
Proficient in Microsoft Word, Excel, Power Point, Publisher, Bloomberg, and Capital IQ

Other Activities 

●  
Advisory board member, Fogged Clarity (non-profit arts review), Norton Shores, MI     2008 - Present
●  
Advisory board member, Vela Capital, LLC, New York, NY     2008 - Present
●  
Mentor, Wheaton College Men’s Varsity Soccer, Wheaton, IL     2010 - Present
●  
Assistant coach, Mona Shores High School Boys Varsity Soccer, Norton Shores, MI     2010 - Present