-----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, CrryZWOvZw7gkpDxlCxqscdhFQLIvpRXauoGFAvJGeOP1k4oTbG9zfIGBsVCjMBi YxViePm+1m1wX8Y6E4O5Ug== 0000905718-07-000055.txt : 20070208 0000905718-07-000055.hdr.sgml : 20070208 20070208135918 ACCESSION NUMBER: 0000905718-07-000055 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070208 DATE AS OF CHANGE: 20070208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10171 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACE Aviation Holdings Inc. CENTRAL INDEX KEY: 0001295721 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 000000000 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80083 FILM NUMBER: 07591740 BUSINESS ADDRESS: STREET 1: 5100 DE MAISONNEUVE BOULEVARD WEST CITY: MONTREAL STATE: A8 ZIP: H4A 3T2 BUSINESS PHONE: (514) 422-5000 MAIL ADDRESS: STREET 1: 5100 DE MAISONNEUVE BOULEVARD WEST CITY: MONTREAL STATE: A8 ZIP: H4A 3T2 FORMER COMPANY: FORMER CONFORMED NAME: Ace Aviation Holdings Inc. DATE OF NAME CHANGE: 20040628 SC 13D/A 1 aceav13dam1.txt SC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1) Ace Aviation Holdings Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Variable Voting Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 00440P201 - -------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Stephen Feinberg Robert G. Minion, Esq. 299 Park Avenue Lowenstein Sandler PC 22nd Floor 65 Livingston Avenue New York, New York 10171 Roseland, New Jersey 07068 (212) 891-2100 (973) 597-2424 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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). Cusip No. 00440P201 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Stephen Feinberg - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC, OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 8,512,263* --------------------------------------- Shares Beneficially 8) Shared Voting Power: 0 --------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 8,512,263* --------------------------------------- Person With 10) Shared Dispositive Power: 0 --------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 8,512,263* - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 9.6%* - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- *As of February 2, 2007 (the "Effective Date"), Promontoria Holding III B.V., an entity established and existing pursuant to the laws of The Netherlands ("Promontoria"), holds 9,800,000 convertible preferred shares (the "Preferred Shares") of Ace Aviation Holdings Inc., a Canadian corporation (the "Company"). The Preferred Shares, as of the Effective Date, are convertible at Promontoria's option into approximately 8,463,500 Class A Variable Voting Shares (the "Class A Shares") of the Company, subject to certain adjustments. In addition, certain affiliates of Promontoria (the "Affiliates") hold, in the aggregate, 48,763 Class A Shares. Stephen Feinberg possesses the sole power to vote and the sole power to direct the disposition of all Class A Shares to be issued to Promontoria upon the conversation of the Preferred Shares and held by the Affiliates. Thus, as of the Effective Date, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own approximately 8,512,263 Class A Shares, or 9.6% of the Class A Shares deemed issued and outstanding as of the Effective Date. Applicable provisions of the Canada Transportation Act (1996), as amended (the "Act"), require that at least seventy five percent (75%) of the voting power exercised by the holders of the Company's voting equity securities be held by Canadian citizens, as such Canadian citizenship is defined in the Act (a "Canadian"). The Company's organizational and governance document (the "Articles") set forth, among other things, Voting Restrictions (as defined in this Schedule 13D, as amended) to ensure that the Company complies with the Act. In this regard, the Articles provide that (i) only non-Canadians may be the record and beneficial holders of the Company's Class A Shares, (ii) only Canadians may be the record and beneficial holders of the Company's Class B Voting Shares (the "Class B Shares"), and (iii) holders of the Company's Preferred Shares are entitled to vote on an as-converted basis with the holders of the (a) Class A Shares, if the holder of the Preferred Shares is a non-Canadian, or (b) Class B Shares, if the holder of the Preferred Shares is a Canadian. Promontoria, because it is a non-Canadian, votes its Preferred Shares on an as-converted basis with the holders of the Company's Class A Shares. Pursuant to the Articles, each share of the Company's Class A Shares and the Class B Shares, prior to the application of the Voting Restrictions, is entitled to cast one (1) vote at a shareholders meeting or any other time that a Company shareholder is entitled to vote (a "Voting Event"). The Articles further provide that to the extent the votes cast by holders of Class A Shares exceed twenty five percent (25%) of all votes cast at a Voting Event, the voting power of such Class A Shares shall be reduced proportionally so that the voting power of the Class A Shares does not exceed, in the aggregate, twenty five percent (25%) of all votes cast at the Voting Event (the "Voting Restrictions"). As of the Effective Date, because of the Voting Restrictions, the voting power of Promontoria's Class A Shares is reduced to a level equivalent to that of a shareholder who holds less than approximately two and one half percent (2.5%) of the deemed issued and outstanding total capital voting stock. Item 1. Security and Issuer. ------------------- Item 1 is hereby amended by deleting Item 1 in its entirety and by substituting the following in lieu thereof: The class of equity securities to which this Schedule 13D relates is the Class A Variable Voting Shares (the "Class A Shares") of Ace Aviation Holdings Inc. (the "Company"), a Canadian corporation. The Company's principal executive office is located at 5100 de Maisonneuve Boulevard West, Montreal, Quebec, Canada H4A 3T2. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended by deleting Item 5 in its entirety and by substituting the following in lieu thereof: Based upon the Company's Form 6-K for the quarterly period ending September 30, 2006, as filed with the Securities and Exchange Commission on November 13, 2006, as of September 30, 2006 there were 80,142,000 Class A Shares issued and outstanding. As of February 2, 2007 (the "Effective Date"), Promontoria was the holder of 9,800,000 Preferred Shares. The Preferred Shares, as of the Effective Date, are convertible at Promontoria's option into approximately 8,463,500 Class A Shares, subject to certain adjustments. In addition, certain affiliates of Promontoria (the "Affiliates") hold, in the aggregate, 48,763 Class A Shares. Stephen Feinberg possesses the sole power to vote and the sole power to direct the disposition of all Class A Shares to be issued to Promontoria upon the conversion of Promontoria's Preferred Shares and held by the Affiliates. Thus, as of the Effective Date, for the purposes of Reg. Section 240.13d-3, Mr. Feinberg is deemed to beneficially own approximately 8,512,263 Class A Shares, or 9.6% of the Class A Shares deemed issued and outstanding as of the Effective Date. Applicable provisions of the Canada Transportation Act (1996), as amended (the "Act"), require that at least seventy five percent (75%) of the voting power exercised by the holders of the Company's voting equity securities be held by Canadian citizens, as such Canadian citizenship is defined in the Act (a "Canadian"). The Company's organizational and governance document (the "Articles") set forth, among other things, Voting Restrictions (as defined in this Schedule 13D, as amended) to ensure that the Company complies with the Act. In this regard, the Articles provide that (i) only non-Canadians may be the record and beneficial holders of the Company's Class A Shares, (ii) only Canadians may be the record and beneficial holders of the Company's Class B Voting Shares (the "Class B Shares"), and (iii) holders of the Company's Preferred Shares are entitled to vote on an as-converted basis with the holders of the (a) Class A Shares, if the holder of the Preferred Shares is a non-Canadian, or (b) Class B Shares, if the holder of the Preferred Shares is a Canadian. Promontoria, because it is a non-Canadian, votes its Preferred Shares on an as-converted basis with the holders of the Company's Class A Shares. Pursuant to the Articles, each share of the Company's Class A Shares and the Class B Shares, prior to the application of the Voting Restrictions, is entitled to cast one (1) vote at a shareholders meeting or any other time that a Company shareholder is entitled to vote (a "Voting Event"). The Articles further provide that to the extent the votes cast by holders of Class A Shares exceed twenty five percent (25%) of all votes cast at a Voting Event, the voting power of such Class A Shares shall be reduced proportionally so that the voting power of the Class A Shares does not exceed, in the aggregate, twenty five percent (25%) of all votes cast at the Voting Event (the "Voting Restrictions"). As of the Effective Date, because of the Voting Restrictions, the voting power of Promontoria's Class A Shares is reduced to a level equivalent to that of a shareholder who holds less than approximately two and one half percent (2.5%) of the deemed issued and outstanding total capital voting stock. During the sixty (60) days prior to the Effective Date, the only transactions in Class A Shares, or securities convertible into, exercisable for or exchangeable for Class A Shares, by Mr. Feinberg or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof, were privately negotiated sales to third parties on February 2, 2007 of 2,000,000, 500,000 and 200,000 Preferred Shares at a price equivalent to US$27.62, US$27.85 and US$25.17 per Preferred Share, respectively. 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. February 7, 2007 /s/ Stephen Feinberg ------------------------------------ Stephen Feinberg, in his capacity as, through one or more intermediate entities, the investment manager for Promontoria Holding III B.V. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See, 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----