-----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, AA1oAA0T23vRNM8fHdRJBzqe0QBY+JDVQhIiqxJgjoAWKc/dxtG0W1gJB5I1ty8E 4BACkykvjKHT6GJKeQIUvg== 0000914334-97-000008.txt : 19970610 0000914334-97-000008.hdr.sgml : 19970610 ACCESSION NUMBER: 0000914334-97-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970606 SROS: NASD 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47895 FILM NUMBER: 97620225 BUSINESS ADDRESS: STREET 1: 12015 EAST 46TH AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033717400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN FUND LTD /TX/ CENTRAL INDEX KEY: 0000929986 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760434398 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TX STREET 2: 601 JEFFERSON STE 4000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136512310 MAIL ADDRESS: STREET 1: 601 JEFFERSON STE 4000 CITY: HOUSTON STATE: TX ZIP: 77022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A3 Under the Securities Exchange Act of 1934 (Amendment No. 3) Frontier Airlines Inc. ------------------------------- (Name of Issuer) Common Stock, no par value ------------------------------- (Title of Class of Securities) 359065109 ------------------ (CUSIP Number) Robert T. Arnold Meridian Fund, Ltd. 601 Jefferson, Suite 4000 Houston, Texas 77002 (713) 651-2310 ------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 21, 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 [ ]. Check the following box if a fee is being paid with the statement [ ]. SCHEDULE 13D/A3 (Amendment No. 3) CUSIP No. 359065109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Meridian Fund, Ltd. 76-0434398 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 Texas 7 SOLE VOTING POWER COMMON STOCK 201,900 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY COMMON STOCK 0 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH COMMON STOCK 201,900 10 SHARED DISPOSITIVE POWER COMMON STOCK 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON COMMON STOCK 201,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) COMMON STOCK 2.3% 14 TYPE OF REPORTING PERSON PN Item 1. Security and Issuer. The security to which this statement relates is the Common Stock, no par value per share (the "Common Stock"), of Frontier Airlines Inc., a Colorado corporation (the "Company"). The principal offices of the Company are located at 12015 East 46th Avenue, Denver, Colorado 80239. Item 2. Identity and Background. This Schedule 13D is filed by Meridian Fund, Ltd. ("Meridian"). Meridian is a Texas limited partnership, whose principal executive offices are located at 601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian is an investment fund whose objective is to achieve capital growth primarily through long-term investments in the equity or equity-related securities of a relatively small number of companies. Pursuant to General Instruction "C" for Schedule 13D, set forth below is certain information concerning (i) each executive officer and director (or similar person) of Meridian, (ii) each person controlling Meridian and (iii) each executive officer and director (or similar person) of such controlling person. The general partner of Meridian is Meridian Advisors, Ltd., a Texas limited partnership whose principal executive offices are located at 601 Jefferson, Suite 4000, Houston, Texas 77002. The general partner of Meridian Advisors, Ltd. is Meridian Group, Inc., whose principal executive offices are located at 601 Jefferson, Suite 4000, Houston, Texas 77002. Meridian Group, Inc. is currently owned and controlled by Charles Miller and Robert T. Arnold. No other person controls Meridian. Charles Miller has his principal business address at 601 Jefferson, Suite 4000, Houston, Texas 77002. His principal occupation is as Chairman of Meridian Advisors, Ltd., which has its principal business address at 601 Jefferson, Suite 4000, Houston, Texas 77002. He is a citizen of the United States. Robert T. Arnold has his principal business address at 601 Jefferson, Suite 4000, Houston, Texas 77002. His principal occupation is as President and Chief Executive Officer of Meridian Advisors, Ltd., which has its principal business address at 601 Jefferson, Suite 4000, Houston, Texas 77002. He is a citizen of the United States. The executive officers of Meridian Group, Inc. are: Charles Miller (Chairman of the Board) and Robert T. Arnold (President, Chief Executive Officer, Secretary and Treasurer). The directors of Meridian Group, Inc. are: Charles Miller and Robert T. Arnold. Information concerning Mr. Miller and Mr. Arnold is furnished above. During the last five years, none of Meridian, Meridian Advisors, Ltd., Meridian Group, Inc., Mr. Miller or Mr. Arnold has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of Meridian, Meridian Advisors, Ltd., Meridian Group, Inc., Mr. Miller or Mr. Arnold has been a 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 violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds required by Meridian to purchase the Common Stock from the Company was $1,023,588. All funds used to purchase such securities were obtained from the working capital of Meridian and no part of the purchase price for the securities consisted of borrowed funds. From October 19, 1995 through October 23, 1995 Meridian used an additional aggregate amount of $25,000 to purchase additional Common Stock of the Company. All funds used to purchase such securities were obtained from the working capital of Meridian and no part of the purchase price for the securities consisted of borrowed funds. Item 4. Purpose of Transaction. The purpose of the purchase of the Common Stock by Meridian is for general investment purposes. Meridian intends to review continuously its equity position in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, Meridian may determine to increase or decrease its equity interest in the Company by acquiring additional shares of Common Stock or by disposing of all or a portion of its holdings of Common Stock, subject to any applicable legal and contractual restrictions on its ability to do so. Meridian made the following purchases of Common Stock through broker transactions: 7/27/94: 25,000 shares, 8/1/94: 25,000 shares, 8/3/94: 25,000 shares, 8/11/94: 25,000 shares, 8/19/94: 50,000 shares, and 9/8/94: 100,000 shares. Meridian made the following additional purchases of Common Stock through broker transactions: 10/19/95: 20,000 shares and 10/23/95: 30,000 shares. Except as set forth herein, Meridian does not have any plans or proposals which would relate to or result in: (a) The acquisition of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) - (b) At the date hereof, Meridian has the sole power to vote and dispose of 201,900 shares of the Common Stock. The Common Stock held by Meridian represents approximately 2.3% of the 8,844,375 shares of Common Stock outstanding as of February 13, 1997, based on information provided in the Company's Quarterly Report on Form 10-QSB for the three-month period ended December 31, 1996. Except as described herein, Meridian does not have the sole or shared voting power to vote or the sole or shared power to dispose of any shares of Common Stock. To the knowledge of the Meridian, none of the individuals named in Item 2 has the sole or shared power to vote or the sole or shared power to dispose of any shares of Common Stock. (c) Except as stated herein, no transactions in shares of Common Stock were effected during the past 60 days by Meridian or, to the best of its knowledge, any of the individuals identified in Item 2. (d) Not applicable. (e) BETWEEN OCTOBER 15, 1996 AND MAY 21, 1997, MERIDIAN SOLD 158,100 SHARES OF THE COMMON STOCK OF THE COMPANY. THESE SALES BRING MERIDIAN'S HOLDINGS TO LESS THAN 5% OF THE 8,844,375 SHARES OF THE COMPANY OUTSTANDING AS OF FEBRUARY 13, 1997, BASED ON INFORMATION PROVIDED IN THE COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. None. 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 accurate. Dated: June 5, 1997 Meridian Fund, Ltd. By Meridian Advisors, Ltd., its General Partner By Meridian Group, Inc., its General Partner By: /s/ ROBERT T. ARNOLD Name: Robert T. Arnold Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----