-----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, KsRn1ieXS5KX3sht4dc0r7gT1TYYcyz0137u/BP9U8eg8es2i9Ffs8FnSwM+R+up Dmq4ezzHyiNL1B0WzJHhug== 0000919574-05-002545.txt : 20050810 0000919574-05-002545.hdr.sgml : 20050810 20050810100017 ACCESSION NUMBER: 0000919574-05-002545 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050810 DATE AS OF CHANGE: 20050810 GROUP MEMBERS: REMY W. TRAFELET GROUP MEMBERS: TRAFELET & COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL AIRCRAFT SOLUTIONS, INC. CENTRAL INDEX KEY: 0000854171 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 841108499 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79172 FILM NUMBER: 051012090 BUSINESS ADDRESS: STREET 1: 6900 S. PARK AVE. STREET 2: P.O. BOX 23009 CITY: TUCSON STATE: AZ ZIP: 85706 BUSINESS PHONE: 5202943481 MAIL ADDRESS: STREET 1: 6900 S. PARK AVE. STREET 2: P.O. BOX 23009 CITY: TUCSON STATE: AZ ZIP: 85706 FORMER COMPANY: FORMER CONFORMED NAME: RENEGADE VENTURE NEV CORP DATE OF NAME CHANGE: 19981116 FORMER COMPANY: FORMER CONFORMED NAME: RENEGADE VENTURE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA OFFSHORE LTD CENTRAL INDEX KEY: 0001130989 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: INTERNATIONAL FUND ADMINISTRATION LTD 48 STREET 2: SUITE 464 CITY: BERMUDA STATE: D0 ZIP: 00000 SC 13G 1 d592931_13g.txt GLOBAL AIRCRAFT SOLUTIONS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.____________)(1) Global Aircraft Solutions, Inc. (GACF) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 378964100 - -------------------------------------------------------------------------------- (CUSIP Number) July 27, 2005 - -------------------------------------------------------------------------------- (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) - ---------- (1) 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. 378964100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Delta Offshore, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,599,900 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,599,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,599,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.21% 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 378964100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trafelet & Company, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. 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 3,000,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,000,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.77% 12. TYPE OF REPORTING PERSON* 00 ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 378964100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Remy W. Trafelet 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 3,000,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 3,000,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.77% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 378964100 --------------------- Item 1(a). Name of Issuer: Global Aircraft Solutions, Inc. (GACF) ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 6901 South Park Avenue, Tucson, Arizona 85706 ____________________________________________________________________ Item 2(a). Name of Person Filing: Delta Offshore, Ltd. Trafelet & Company, LLC Remy W. Trafelet ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: 900 Third Avenue 5th Floor New York, NY 10022 ____________________________________________________________________ Item 2(c). Citizenship: Delta Offshore, Ltd. - Cayman Islands Trafelet & Company, LLC - Delaware Remy W. Trafelet - United States of America ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock ____________________________________________________________________ Item 2(e). CUSIP Number: 378964100 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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: Delta Offshore, Ltd. - 1,599,900 Trafelet & Company, LLC - 3,000,000 Remy W. Trafelet - 3,000,000 ______________________________________________________________________ (b) Percent of class: Delta Offshore, Ltd. - 5.21% Trafelet & Company, LLC - 9.77% Remy W. Trafelet - 9.77% ______________________________________________________________________ (c) Number of shares as to which such person has: Delta Offshore, Ltd.: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 1,599,900 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 1,599,900 disposition of _____________________. Trafelet & Company, LLC: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 3,000,000 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 3,000,000 disposition of _____________________. Remy W. Trafelet: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 3,000,000 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 3,000,000 disposition of _____________________. 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 be the beneficial owner of more than five percent of the class of securities check the following [ ]. Not applicable_____________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not applicable ____________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not applicable____________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable____________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable____________________________________________________ Item 10. Certifications. 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 such purpose or effect. 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. August 9, 2005 ---------------------------------------- (Date) Delta Offshore, Ltd.* By: Trafelet & Company, LLC Its investment manager Trafelet & Company, LLC By: /s/ Remy W. Trafelet __________________________ Remy W. Trafelet Managing Member Trafelet & Company, LLC* By: /s/ Remy W. Trafelet __________________________ Remy W. Trafelet Managing Member /s/ Remy W. Trafelet __________________________ Remy W. Trafelet* Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). * The Reporting Persons disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. Exhibit A --------- AGREEMENT --------- The undersigned agree that this Schedule 13G dated August 9, 2005 relating to the Common Stock of Global Aircraft Solutions, Inc. (GACF) shall be filed on behalf of the undersigned. Delta Offshore, Ltd.* By: Trafelet & Company, LLC Its investment manager Trafelet & Company, LLC By: /s/ Remy W. Trafelet __________________________ Remy W. Trafelet Managing Member Trafelet & Company, LLC* By: /s/ Remy W. Trafelet __________________________ Remy W. Trafelet Managing Member /s/ Remy W. Trafelet __________________________ Remy W. Trafelet* 03388.0003 #592931 -----END PRIVACY-ENHANCED MESSAGE-----