0000897069-13-000242.txt : 20130425 0000897069-13-000242.hdr.sgml : 20130425 20130425124922 ACCESSION NUMBER: 0000897069-13-000242 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130425 DATE AS OF CHANGE: 20130425 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33793 FILM NUMBER: 13781964 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 cg261.htm cg261.htm

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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 8)


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)

April 25, 2013
(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. ¨



 
1
 
CUSIP NO. 009207101

1
NAME OF REPORTING PERSON
 
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
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
363,700
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
363,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
363,700
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)
 
14.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
2
 
CUSIP NO. 009207101



1
NAME OF REPORTING PERSON
 
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
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
363,700
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
363,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
363,700
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)
 
14.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


 
3
 
CUSIP NO. 009207101



1
NAME OF REPORTING PERSON
 
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
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
363,700
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
363,700
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
363,700
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)
 
14.9%
14
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 Stock, $.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 and as a Director of the Issuer.
 
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 and as a Director of the Issuer.

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.

 
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 as Exhibit 2 to Amendment No. 3 to the Schedule 13D.

On August 30, 2012, Mr. Swenson was appointed a Director of the Issuer.

On April 4, 2013, Mr. Swenson presented the attached board reform plan to Air T’s Lead Director.  He received a response from CEO Walter Clark, through the Lead Director, on April 12, 2013.  The response from Mr. Clark is not shown.  The response by Mr. Clark on April 12th established that Mr. Swenson and Mr. Clark have divergent viewpoints about board reform.  A copy of the plan is attached as Exhibit 3 to Amendment No. 7 to the Schedule 13D.

On April 25, 2013, Mr. Swenson presented the attached amended board reform plan to Air T’s Lead Independent Director.  A copy of the plan is attached as Exhibit 4 to this Amendment No. 8 to the Schedule 13D.

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 currently 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.

 
6
 
CUSIP NO. 009207101


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, 2012) 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
363,700
14.9%
AO Partners
363,700
14.9%
Nicholas J. Swenson
363,700
14.9%

(b)           AO Partners is the General Partner of AO Partners Fund and, as General Partner, has voting and dispositive power with regard to the shares of Common Stock held by 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.

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.

(c)         The following purchases have occurred during the last sixty days by the Reporting Persons:

Name
Trade Date
Number of Shares Purchased
Price Per Share
Where and How Transaction was Effected
AO Partners
02/25/2013
1,138
$9.5316
Open market purchase
AO Partners
02/26/2013
12,432
$9.4995
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.
 

 
7
 
CUSIP NO. 009207101



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.
 
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*
   
3
April 4, 2013 Email from Nick Swenson to the Lead Director of the Issuer*
   
4
April 25, 2013 Letter from Nick Swenson to the Lead Independent Director 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 25, 2013
 
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-4 2 cg261a.htm cg261a.htm
Exhibit 4

 
 
AO Partners I, L.P
 
 
 
3033 Excelsior Blvd., Suite 560
Minneapolis, MN 55416
 
Phone: 612-843-4301
nickswenson@grovelandcapital.com
 
 



April 25, 2013


Mr. J. Bradley Wilson
Lead Independent Director
Air T, Inc.
P.O. Box 488
Denver, North Carolina 28037

Dear Brad,

Pursuant to our conversation, an amended proposal is presented below for the board’s consideration.

I believe it is clear that shareholders want to see a reform of the Air T board, and I believe that acceptance of this proposal by the board would be well received by shareholders.  The full board is copied here as you requested.

Note that this proposal represents further concessions on my part.  Since joining the board, I have sought to affect change by persuasion, patience and flexibility, and my preference is to reach an amicable agreement.

Amended Proposal

1)  
Raise the SRP ceiling to 25%.

2)  
The board of Air T submits a binding proposal to shareholders at the upcoming annual meeting to approve the Right Agreement, dated March 26, 2012 (commonly referred to as a “poison pill”), between the company and American Stock Transfer & Trust Company, LLC as rights agent.  I will be allowed to include in the proxy statement a brief statement on why I plan to vote against approval of the poison pill, which will be in close proximity to the company’s statement in favor of the poison pill, and will be as prominent as the company’s statement. In order to increase the likelihood of a quorum, the Ratification of the Auditor would also be included, as is standard, on the Proxy. The issue would be determined by a majority of the votes cast at the meeting.

 
 
 


3)  
Board reduced to seven members.

4)  
Five of seven members from the current board (Clark, Wilson, Wicker, Swenson and [Gioffre or Simpson or TBD]).

5)  
Accept my submissions to the Nominating Committee—Peter Haeg and Seth Barkett---as the new directors.

6)  
Split the Chairman & CEO roles, Brad Wilson becomes Chairman.

7)  
Nominating Committee of Wicker, Swenson & Haeg.

8)  
Compensation Committee of three to include Swenson.  Select other members who have the intention to rework management incentives to be aligned with shareholders.

9)  
Capital Allocation Committee.  Establish a board-level committee that develops rigorous methods and makes recommendations regarding internal and external capital investment decisions; acting as a clearinghouse for the evaluation of possible uses of the company’s excess capital; measuring and reporting on the capital required by each business unit; measuring the return-on-capital for each business unit; and generally seeking to inform the board and recommend to the board the highest return on capital actions that might be taken for the benefit of the company and its shareholders. Experienced capital allocation professionals Swenson, Haeg and Barkett to form this committee.

10)  
 Current board members George Prill and Sam Chestnutt become board members Emeritus. They are paid a stipend for their participation in major board meetings as non-voting observers.

I sincerely hope that we can come to a mutual agreement based on the terms provided above.  Once the terms are agreed to, my expectation is that we will enter into an appropriate stand still agreement.

Regards,

/s/ Nick Swenson

Nick Swenson


NJS:ja



 
 
 


cc:           Walter Clark, Chairman & CEO & Director

John Parry, CFO & Director

Bill Simpson, EVP & Director

George Prill, Director

Sam Chesnutt, Director

Allison Clark, Director

Dennis Wicker, Director

John Gioffre, Director