-----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, OyrGmt0J88mmZIJzB+sI5XSxQjumsNtqaeUDMp4wbgGversfLw2WmHEAEMmdVryB xcRcnuyE+bNS0KreOwY2dw== 0000897423-97-000127.txt : 19971009 0000897423-97-000127.hdr.sgml : 19971009 ACCESSION NUMBER: 0000897423-97-000127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971008 SROS: NASD GROUP MEMBERS: HBK FINANCE L.P. GROUP MEMBERS: HBK INVESTMENTS L P GROUP MEMBERS: HBK INVESTMENTS L.P. GROUP MEMBERS: HBK MAIN STREET INVESTMENTS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC COAST AIRLINES INC CENTRAL INDEX KEY: 0000904020 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 133621051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51399 FILM NUMBER: 97692083 BUSINESS ADDRESS: STREET 1: 515 A SHAW ROAD CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 703-925-6000 MAIL ADDRESS: STREET 2: ONE EXPORT DRIVE CITY: STERLING STATE: VA ZIP: 20164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK INVESTMENTS L P CENTRAL INDEX KEY: 0001011443 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752622581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178706100 MAIL ADDRESS: STREET 1: 777 MAIN STREET SUITE 2750 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 ATLANTIC COAST AIRLINES, INC., SCHED. 13D AMEND NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Atlantic Coast Airlines, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 048396105 (Cusip Number) David C. Haley HBK Investments L.P. 777 Main Street, Suite 2750 Fort Worth, Texas 76102 (817) 870-6100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 6, 1997 (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(b)(3) or (4), check the following box [ ]. *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 disclosures provided in a prior cover page. The information required on 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 ("Act") 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). 1. Name of Reporting Person: HBK Investments L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: 33,750 (1)(2) Number of Shares Beneficially 8. Shared Voting Power: 37,350 (3) Owned By Each Reporting 9. Sole Dispositive Power: 33,750 (1)(2) Person With 10. Shared Dispositive Power: 37,350 (3) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 646,599 (1)(3)(4) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.4% (5) 14. Type of Reporting Person: PN - ---------------------------- (1) The shares were purchased by HBK Offshore Fund Ltd. HBK Investments L.P. has sole voting and dispositive power over these shares pursuant to an Investment Management Agreement with HBK Offshore Fund Ltd. Accordingly, HBK Offshore Fund Ltd. has no beneficial ownership of such shares. (2) Power is exercised by its general partner, HBK Partners II L.P., whose general partner is HBK Management L.L.C. (3) Represents shares purchased by HBK Main Street Investments L.P. HBK Investments L.P. has shared voting and dispositive power over these shares pursuant to an Amended and Restated Management Agreement. (4) Includes 575,499 shares obtainable upon conversion of the Issuer's 7% Convertible Subordinated Notes due 2004 (the "Bonds") as follows: (i) 97,213 shares obtainable upon conversion by HBK Securities Ltd. of $1,750,000 principal amount of the Bonds held by HBK Securities Ltd., (ii) 285,527 shares obtainable upon conversion by HBK Finance L.P. of $5,140,000 principal amount of the Bonds held by HBK Finance L.P.; and (iii) 192,759 shares obtainable upon conversion by HBK Offshore Fund Ltd. of $3,470,000 principal amount of the Bonds held by HBK Offshore Fund Ltd. Pursuant to an Investment Management Agreement, upon conversion by HBK Securities Ltd. and HBK Offshore Fund Ltd. of the Bonds held by each such entity, the Reporting Person will have sole voting and dispositive power over the shares obtainable thereby and neither of HBK Securities Ltd. nor HBK Offshore Fund Ltd. will have any beneficial ownership of such shares. Pursuant to an Amended and Restated Management Agreement, upon conversion by HBK Finance L.P. of the Bonds held by such entity, the Reporting Person will have shared voting and dispositive power over the shares obtainable thereby. (5) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 7,685,499. 1. Name of Reporting Person: HBK Main Street Investments L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: 37,350 (1) Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: 37,350 (1) 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 37,350 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 0.5% 14. Type of Reporting Person: PN - ---------------------------- (1) Power is exercised by its general partner, HBK Fund L.P., whose general partner is HBK Capital L.P., whose general partner is HBK Partners I L.P., whose general partner is HBK Management L.L.C. Power is shared with HBK Investments L.P. pursuant to an Amended and Restated Management Agreement. 1. Name of Reporting Person: HBK Finance L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC and OO (See Item 3) 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 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 285,527(1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 3.9% (2) 14. Type of Reporting Person: BD - ---------------------------- (1) Represents shares obtainable upon conversion of $5,140,000 principal amount of the Bonds. Pursuant to an Amended and Restated Management Agreement, upon conversion, voting and dispositive power over these shares will be shared with HBK Investments, L.P. (2) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be outstanding is 7,395,527. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated September 25, 1997 as amended by Amendment No. 1 dated October 1, 1997 (the "Schedule 13D"), relating to the Common Stock, par value $.02 per share, of Atlantic Coast Airlines Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. No material change. ITEM 2. IDENTITY AND BACKGROUND. No material change. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended in its entirety to read as follows: The source and amount of the funds used or to be used by each of the Reporting Persons to purchase shares of the Stock and the Bonds are set forth below. REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Investments Working Capital and Other (1) $ 7,188,280 (2)(3) Main Street Working Capital and Other (1) $ 819,442 (3) Finance Working Capital and Other (1) $ 6,333,165 (3) (1) As used herein the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. A portion of the funds reported herein was obtained from Bear, Stearns & Co. Inc., Prime Dealer Services, Inc., Morgan Stanley International, Ltd. and Goldman, Sachs & Co. Incorporated as margin loans to acquire the Stock and the Bonds, and the remainder was obtained from Working Capital. (2) Represents $749,075 expended by HBK Offshore Fund Ltd. ("Offshore") to purchase 33,750 shares of the Stock and $4,209,905 expended by such entity to purchase $3,470,000 principal amount of the Bonds as well as $2,229,300 expended by HBK Securities Ltd. ("Securities") to purchase $1,750,000 principal amount of the Bonds, as to which neither of Offshore nor Securities has any beneficial ownership. (3) This figure represents the total amount expended by such person in purchasing the Stock and (in the case of Finance) the Bonds reported herein. ITEM 4. PURPOSE OF TRANSACTION. No material change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a) - (c) to Item 5 are hereby amended in their entirety to read as follows: (a) Reporting Persons Pursuant to an Investment Management Agreement with Offshore, Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of 33,750 shares of the Stock, which constitutes approximately 0.4% of the 7,685,499 shares of the Stock deemed to be outstanding pursuant to Rule 13d- 3(d)(1)(i). In addition, pursuant to Rule 13d-3(d)(1)(i), Investments may be deemed to be the beneficial owner of an additional 192,759 shares obtainable upon conversion of $3,470,000 principal amount of the Bonds held by Offshore, which constitutes approximately 2.5% of the 7,685,499 shares of the Stock deemed to be outstanding thereunder. Also, pursuant to an Investment Management Agreement with Securities, Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of an additional 97,213 shares obtainable upon conversion of $1,750,000 principal amount of the Bonds held by Securities, which constitutes approximately 1.3% of the 7,685,499 shares of the Stock deemed to be outstanding thereunder. Further, pursuant to an Amended and Restated Management Agreement with Fund and Capital, Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of 37,350 shares of the Stock owned by Main Street, which constitutes approximately 0.5% of the 7,685,499 shares of the Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i). Finally, pursuant to such Amended and Restated Management Agreement, Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the beneficial owner of 285,527 shares of the Stock obtainable upon conversion of $5,140,000 principal amount of the Bonds held by Finance, which constitutes approximately 3.7% of the 7,685,499 shares of the Stock deemed to be outstanding thereunder. Pursuant to Rule 13d-3(a), Main Street is the beneficial owner of 37,350 shares of the Stock, which constitutes approximately 0.5% of the outstanding shares of the Stock. Pursuant to Rule 13d-3(d)(1)(i), Finance may be deemed to be the beneficial owner of 285,527 shares obtainable upon conversion of $5,140,000 principal amount of the Bonds held by Finance, which constitutes approximately 3.9% of the 7,395,527 shares deemed to be outstanding thereunder. Controlling Persons Because of its position as the sole general partner of Investments, Partners II may be deemed to be the beneficial owner of 646,599 shares of the Stock, which constitutes approximately 8.4% of the 7,685,499 shares of the Stock deemed to be outstanding. Each of (1) Fund, as sole general partner of Main Street and Finance, (2) Capital, as sole general partner of Fund, and (3) Partners I, as sole general partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 322,877 shares of the Stock, which constitutes approximately 4.4% of the 7,395,527 shares of the Stock deemed to be outstanding. Each of (1) Management, as sole general partner of Partners I and Partners II, and (2) the Managers, as controlling persons of Management, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an aggregate of 646,599 shares of the Stock, which constitutes approximately 8.4% of the 7,685,499 shares of the Stock deemed to be outstanding. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (b) Reporting Persons Pursuant to an Investment Management Agreement with Offshore, and acting through its general partner, Partners II, Investments has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 33,750 shares of the Stock. Pursuant to an Amended and Restated Management Agreement with Fund and Capital, and acting through its general partner, Partners II, Investments has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 37,350 shares of the Stock held by Main Street. Acting through its general partner, Fund, Main Street has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 37,350 shares of the Stock. Finance has no power to vote or to direct the vote and to dispose or to direct the disposition of any shares of the Stock. Controlling Persons Acting through its general partner, Management, and in its capacity as the general partner of Investments, Partners II has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 33,750 shares of the Stock and the shared power to vote or to direct the vote and to dispose or to direct the disposition of 37,350 shares of the Stock. Acting through its general partner, Capital, and in its capacity as the general partner of Main Street, Fund has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 37,350 shares of the Stock. Acting through its general partner, Partners I, and in its capacity as the general partner of Fund, Capital has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 37,350 shares of the Stock. Acting through its general partner, Management, and in its capacity as the general partner of Capital, Partners I has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 37,350 shares of the Stock. In its capacity as the general partner of Partners I and Partners II, Management has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 71,100 shares of the Stock. Managers In his capacity as a controlling person of Management, each of the Managers has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 71,100 shares of the Stock. (c) Since the last filing on Schedule 13D, the Reporting Persons have purchased shares of the Stock in open market transactions on the Nasdaq National Market as follows: NUMBER OF SHARES PURCHASED (P) PRICE PER REPORTING PERSON DATE OR SOLD (S) SHARE Investments(1) 10/02/97 11,100(S) $23.38 Investments(1) 10/06/97 17,500(P) $23.06 Investments(1) 10/06/97 30,150(S) $22.23 Main Street 10/06/97 17,500(P) $23.06 Main Street 10/06/97 26,550(S) $22.23 - ----------- (1) These shares were purchased or sold by Offshore, which has no beneficial ownership of such shares pursuant to an Investment Management Agreement with Investments. In addition, since the last filing on Schedule 13D, the Reporting Persons have purchased the Bonds in over-the-counter transactions on PORTAL, as follows: FACE AMOUNT PRICE PER $100 REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT Finance 10/01/97 $250,000 $135.57 Investments(2) 10/01/97 $250,000 $135.57 Finance 10/02/97 $500,000 $137.58 Investments(2) 10/02/97 $500,000 $137.58 Finance 10/03/97 $250,000 $131.22 Investments(2) 10/03/97 $250,000 $131.22 Finance 10/06/97 $585,000 $132.55 Investments(1) 10/06/97 $665,000 $132.55 - ---------- (1) These bonds were purchased or sold by Offshore, which has no beneficial ownership of same pursuant to an Investment Management Agreement with Investments. (2) These bonds were purchased by Securities, which has no beneficial ownership of same pursuant to an Investment Management Agreement with Investments. (d) - (e) No material change. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended in its entirety to read as follows: Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. 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 7, 1997 HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK MAIN STREET INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (2) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (3) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Main Street Investments L.P. previously has been filed with the Securities and Exchange Commission. (3) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith. EX-99.1 2 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 1 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. HBK INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (1) HBK MAIN STREET INVESTMENTS L.P. By: /s/ H. Michael Reese H. Michael Reese (2) HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (3) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Investments L.P. previously has been filed with the Securities and Exchange Commission. (2) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Main Street Investments L.P. previously has been filed with the Securities and Exchange Commission. (3) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----