-----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, AUEMX0hNgHwYtObDcquJ4J0k1p9ZksbE//cGvvJFfDf6EbNmU1hxTeIsvrdIAxw0 DdSK7nCmkRoPPkJzkKsGGA== 0000914317-99-000027.txt : 19990129 0000914317-99-000027.hdr.sgml : 19990129 ACCESSION NUMBER: 0000914317-99-000027 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER AIRLINES INC /CO/ CENTRAL INDEX KEY: 0000921929 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 841256945 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47895 FILM NUMBER: 99515461 BUSINESS ADDRESS: STREET 1: 12015 EAST 46TH AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033717400 MAIL ADDRESS: STREET 1: 12015 EAST 46TH AVENUE STREET 2: 12015 EAST 46TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FRONTIER AIRLINES, INC. (Name of Issuer) Common Stock Purchase Warrants, no par value (Title of Class of Securities) [FRNT] (CUSIP Number) December 31, 1998 (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) * 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). Page 1 of 11 Pages CUSIP No. [FRNT] 1. Names of Reporting Persons. IMPRIMIS INVESTORS LLC I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares 5. Sole Voting Power 0 Beneficially Owned by Each 6. Shared Voting Power 380,120 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 380,120 9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 9 2.4% 12. Type of Reporting Person (See Instructions) CO Page 2 of 11 Pages CUSIP No. [FRNT] 1. Names of Reporting Persons. WEXFORD SPECTRUM INVESTORS LLC I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares 5. Sole Voting Power 0 Beneficially Owned by Each 6. Shared Voting Power 0 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 9 0% 12. Type of Reporting Person (See Instructions) CO Page 3 of 11 Pages CUSIP No. [FRNT] 1. Names of Reporting Persons. CHARLES E. DAVIDSON I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of Shares 5. Sole Voting Power 0 Beneficially Owned by Each 6. Shared Voting Power 380,120 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 380,120 9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 9 2.4% 12. Type of Reporting Person (See Instructions) IN Page 4 of 11 Pages CUSIP No. [FRNT] 1. Names of Reporting Persons. JOSEPH M. JACOBS I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of Shares 5. Sole Voting Power 0 Beneficially Owned by Each 6. Shared Voting Power 380,120 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 380,120 9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 9 2.4% 12. Type of Reporting Person (See Instructions) IN Page 5 of 11 Pages CUSIP No. [FRNT] 1. Names of Reporting Persons. WEXFORD MANAGEMENT LLC I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Connecticut Number of Shares 5. Sole Voting Power 0 Beneficially Owned by Each 6. Shared Voting Power 380,120 Reporting Person With 7. Sole Dispositive Power 0 8. Shared Dispositive Power 380,120 9. Aggregate Amount Beneficially Owned by Each Reporting Person 380,120 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 9 2.4% 12. Type of Reporting Person (See Instructions) CO Page 6 of 11 Pages Item 1. (a) The name of the issuer is FRONTIER AIRLINES, INC. (the "Issuer"). (b) The principal executive office of the Issuer is located at 12015 East 46th Avenue, Denver, Colorado 80239. Item 2. (a) This statement is being filed by (i) Imprimis Investors LLC, a Delaware limited liability company ("Imprimis"), (ii) Wexford Spectrum Investors LLC, a Delaware limited liability company ("Wexford Spectrum", and collectively with Imprimis, the "Warrant Holders") (iii) Wexford Management LLC, a Connecticut limited liability company ("Wexford Management"), (iv) Charles E. Davidson and (v) Joseph M. Jacobs (the individuals and entities referred to above, collectively, the "Reporting Persons"). (b) The principal business and office address for the Reporting Persons is c/o Wexford Management LLC, 411 West Putnam Avenue, Suite 125, Greenwich, Connecticut 06930. (c) Imprimis is a Delaware limited liability company, the members of which are private investment funds. Imprimis was organized for the purpose of making various investments. Wexford Spectrum is a Delaware limited liability company, the members of which are private investment funds. Wexford Spectrum was formed for the purpose of making various investments. Wexford Management, a Connecticut limited liability company, is a registered Investment Advisor and the manager of the Warrant Holders. Wexford Management also serves as an investment advisor or sub-advisor to the members of the Warrant Holders. Charles E. Davidson, a United States citizen, is chairman, a managing member and a controlling member of Wexford Management. Mr. Davidson is a controlling person or an investor in a number of private companies, including certain members of the Warrant Holders. Joseph M. Jacobs, a United States citizen, is president, a managing member and a controlling member of Wexford Management. Mr. Jacobs is a controlling person or an investor in a number of private companies, including certain members of the Warrant Holders. (d) This class of securities to which this statement relates is a warrant (the "Warrant") to purchase shares of the common stock, no par value, of the Issuer (the "Common Stock"). This statement amends the Schedule 13G, dated October 9, 1998, filed by the Reporting Person in respect of the Warrants. (e) The CUSIP number of the Warrant is [FRNT]. Page 7 of 11 Pages Item 3. If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) ___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) ___ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). (f) ___ An employee benefit plan or endowment fund in accordance with (g) ___ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (h) ___ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) ___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 240.13d-1(c), check this box. [ X ]. 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. The Reporting Persons may be deemed to own beneficially the respective percentages and numbers of Warrants set forth below (on the basis of 15,161,944 shares of Common Stock issued and outstanding). Imprimis Investors LLC (a) Amount beneficially owned: 380,120 (b) Percent of class: 2.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 380,120 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 380,120 Page 8 of 11 Pages Wexford Spectrum Investors LLC (a) Amount beneficially owned: 0 (b) Percent of class: 0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Charles E. Davidson (a) Amount beneficially owned: 380,120 (b) Percent of class: 2.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 380,120 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 380,120 Joseph M. Jacobs (a) Amount beneficially owned: 380,120 (b) Percent of class: 2.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 380,120 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 380,120 Wexford Management LLC (a) Amount beneficially owned: 380,120 (b) Percent of class: 2.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 380,120 Page 9 of 11 Pages (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 380,120 Wexford Management may, by reason of its status as manager of Imprimis and Wexford Spectrum, be deemed to own beneficially the interests in the Warrant of which Imprimis and Wexford Spectrum possess beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of Wexford Management, be deemed to own beneficially the interests in the Warrant of which Imprimis and Wexford Spectrum possess beneficial ownership. Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management shares the power to vote and to dispose of the interests in the Warrant Imprimis and Wexford Spectrum beneficially own. 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 [ X [. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent holding Company Not applicable. Item 8. Identification and Classification of Members of the group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification. 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 that purpose or effect. Page 10 of 11 Pages Dated: January 28, 1999 IMPRIMIS INVESTORS LLC By: /S/ ARTHUR A. AMRON ------------------- Name: Arthur H. Amron Title: Vice President WEXFORD SPECTRUM INVESTORS LLC By: /S/ ARTHUR A. AMRON ------------------- Name: Arthur H. Amron Title: Vice President WEXFORD MANAGEMENT LLC By: /S/ ARTHUR A. AMRON ------------------- Name: Arthur H. Amron Title: Senior Vice President /S/ CHARLES E. DAVIDSON ----------------------- CHARLES E. DAVIDSON /S/ JOSEPH M. JACOBS -------------------- JOSEPH M. JACOBS Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----