-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZXf+AhFdpoF+qCSsP0aEtqc/SlihfffU2KiauqMyN0pcaiySKX7q0iBeZRE5Afg ddyf93QoAtmfycRHR3egRw== 0001296097-04-000007.txt : 20040806 0001296097-04-000007.hdr.sgml : 20040806 20040806115903 ACCESSION NUMBER: 0001296097-04-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040806 GROUP MEMBERS: CAROLINE CLARK, CO-EXECUTOR GROUP MEMBERS: ESTATE OF DAVID CLARK, SR. GROUP MEMBERS: WALTER CLARK, CO-EXECUTOR 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: 04956837 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: Estate of David Clark Sr CENTRAL INDEX KEY: 0001296097 IRS NUMBER: 566500645 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 218 WEST MAIN STREET CITY: LINCOLNTON STATE: NC ZIP: 28093 BUSINESS PHONE: 828-464-8741 MAIL ADDRESS: STREET 1: 218 WEST MAIN STREET CITY: LINCOLNTON STATE: NC ZIP: 28093 SC 13D/A 1 clarktwo.txt SCHEDULE 13D/A 8/4/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.1) Air T, Inc. (Name of Issuer) Common Stock, $.25 par value per share (Title of Class of Securities) 009224304 (CUSIP Number) Walter Clark 3524 Airport Road Maiden, North Carolina 28650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 02, 2004 (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 Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box. X SCHEDULE 13D CUSIP NO. 009224304 Page 2 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Estate of David Clark 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITZENSHIP 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 1,071,072 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,071,072 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,072 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP NO. 009224304 Page 3 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter Clark 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00,PF 5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 60,922 8 SHARED VOTING POWER 1,071,072 9 SOLE DISPOSITIVE POWER 60,922 10 SHARED DISPOSITIVE POWER 1,071,072 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,131,944 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.4% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP NO. 009224304 Page 4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Caroline Clark 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 3,222 8 SHARED VOTING POWER 1,071,072 9 SOLE DISPOSITIVE POWER 3,222 10 SHARED DISPOSITIVE POWER 1,071,072 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,074,294 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.0% 14 TYPE OF REPORTING PERSON* IN Preliminary Note This Amendment No. 1 on Schedule 13D/A (this "Amendment") amends the statement of beneficial ownership on Schedule 13D (the "Initial Statement") dated July 22, 2004 filed by the Estate of David Clark and by Walter Clark and Caroline Clark, the executors of the Estate of David Clark (the "Reporting Persons") with respect to the common stock, $.25 par value per share ("Common Stock"), of Air T, Inc. This Amendment reports recent transactions in the Common Stock by the Reporting Persons and amends and restates each item included in the Initial Statement to the extent information in that item has changed. Item 5 Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed to beneficially own the 1,071,072 shares of Common Stock held by the Estate. On the basis of 2,686,825 shares of Common Stock outstanding on May 20, 2004 (as reported in the Issuer's Annual Report on Form 10-K for the year ended March 31, 2004), the 1,071,072 shares of Common Stock held by the Estate constitute 39.9% of the outstanding shares of Common Stock. Caroline Clark may be deemed to own 1,074,294 shares of Common Stock, or 40.0% of the outstanding shares of Common Stock. Walter Clark may be deemed to own 1,131,994 shares of Common Stock, or 41.4% of the outstanding shares of Common Stock (including shares of Common Stock Walter Clark may acquire upon exercise of outstanding stock options). (b) The following table sets forth, with respect to each of the Filing Persons the number of shares of Common Stock as to which such person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition. Sole Shared Sole Shared Reporting Person Voting Voting Power to Power to Power Power Dispose Dispose The Estate of David Clark 0 1,071,072 0 1,071,072 Walter Clark 60,922 1,071,072 60,922 1,071,072 Caroline Clark 3,222 1,071,072 3,222 1,071,072 (c) On July 1, 2004, the Estate distributed 108,000 shares of Common Stock to the beneficiaries thereof, and each of Walter Clark and Caroline Clark received 27,000 shares of Common Stock in such distribution. On July 7, 2004, Caroline Clark sold 26,000 shares of Common Stock in a number of market transactions, as follows. Number of Shares Sold Price Per Share 65 $17.10 465 17.10 35 17.10 200 17.06 200 17.06 100 17.06 100 17.05 300 17.04 200 17.04 200 17.04 500 17.04 300 17.04 500 17.02 100 17.01 29 17.00 500 17.00 2,400 17.00 770 17.00 200 17.00 1,000 17.00 900 16.99 100 16.99 100 16.99 800 16.99 100 16.99 100 16.99 100 16.98 100 16.97 30 16.95 100 16.92 100 16.92 100 16.92 100 16.92 100 16.92 100 16.92 100 16.91 100 16.91 200 16.88 200 16.88 100 16.86 400 16.86 500 16.86 500 16.86 500 16.86 50 16.85 100 16.85 300 16.85 300 18.83 200 16.83 100 16.82 100 16.81 100 16.80 400 16.80 100 16.80 100 16.80 100 16.80 100 16.80 200 16.77 100 16.77 100 16.72 450 16.72 100 16.72 300 16.71 100 16.71 100 16.71 100 16.71 100 16.71 100 16.70 400 16.70 100 16.70 100 16.70 500 16.70 300 16.70 100 16.70 100 16.70 300 16.69 3,556 16.67 100 16.67 600 16.67 300 16.67 100 16.66 200 16.66 500 16.66 100 16.66 100 16.66 100 16.66 100 16.66 100 16.66 100 16.65 265 16.63 85 16.62 100 16.62 200 16.62 Total 26,000 On August 2, 2004, Walter Clark sold 27,000 shares of Common Stock in market transactions as follows: Number of Shares Sold Price Per Share 14,600 $13.25 3,500 12.33 5,000 13.90 1,200 12.65 1,000 12.62 1,600 12.70 100 13.01 Total: 27,000 On August 2, 2004, the Estate of David Clark sold 100,000 shares of Common Stock in market transactions as follows: Number of Shares Sold Price Per Share 3,555 $12.04 3,000 12.07 200 12.08 800 12.09 1,000 12.11 300 12.12 20 12.15 80 12.16 2,200 12.20 800 12.25 200 12.26 300 12.28 700 12.30 600 12.31 100 12.32 2,000 12.35 300 12.36 600 12.37 600 12.38 1,000 12.40 300 12.41 1,600 12.43 100 12.55 200 12.56 400 12.60 500 12.71 6,145 12.75 5,396 12.80 100 12.81 100 12.82 450 12.83 900 12.86 2,800 12.88 300 12.89 9,340 12.95 100 12.97 400 12.99 5,000 13.00 1,100 13.01 2,014 13.02 2,000 13.35 8,835 13.40 100 13.49 5,500 13.50 100 13.75 9,062 14.00 688 14.03 1,450 14.05 700 14.06 400 14.07 100 14.08 7,000 14.10 5,636 14.15 2,829 14.30 100,000 (d) The information set forth in Items 4 and 6 is incorporated by reference herein. (e) Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Estate has pledged 433,500 shares of Common Stock to the Internal Revenue Service to secure estate tax obligations of the Estate. In addition, the Estate has pledged 690,720 shares of Common Stock to Peoples Bank to secure a loan obtained by the Estate from that lender. A portion of the shares pledged to Peoples Bank was released from the pledge in connection with the sale of shares by the Estate on August 2, 2004. The Estate intends to apply a portion of the net proceeds of its sale of shares of Common Stock on August 2, 2004 to discharge the obligations to the Internal Revenue Service and Peoples Bank that are secured by the pledge of shares described above. Upon payment of these obligations, all of these shares will be released from these pledges. 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: August 4, 2004 /s/ Walter Clark Walter Clark, individually and as Executor of the Estate of David Clark Date: August 4, 2004 /s/ Caroline Clark Caroline Clark, individually and as Executor of the Estate of David Clark -----END PRIVACY-ENHANCED MESSAGE-----