DFRN14A 1 defspecial.txt SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 Airnet Systems, Inc. ------------------------------------------------------------- (Name of Registrant as Specified in its Charter) Phillip Goldstein ------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] Fee not required. [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------- [ ] Fee paid previously with preliminary materials: ------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. ------------------------------------------------------------- 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: AUTHORIZATION BY PHILLIP GOLDSTEIN, ANDREW DAKOS AND PACIFIC COAST INVESTMENT PARTNERS, LP TO CALL A SPECIAL MEETING OF STOCKHOLDERS OF AIRNET SYSTEMS, INC. Our names are Phillip Goldstein, Andrew Dakos and Pacific Coast Investment Fund, L.P. ("PCI Fund"). We are stockholders of Airnet Systems, Inc. ("Airnet"). We are sending this soliciting material to stockholders of Airnet of record as of April 11, 2005, a date we arbitrarily selected. We are soliciting your authorization to request that a special meeting of stockholders be held to remove all five of Airnet's directors and to elect their replacements. In each of the last six years, an annual meeting to elect all directors for one year has been called in April and held no later than June 4. Under Airnet's code of regulations, stockholders may remove any director for cause at any time and elect a replacement. We believe that a special meeting is necessary because the directors have effectively extended their tenure unilaterally by failing to timely call an annual meeting stockholders to elect directors. If a special meeting is called, we intend to distribute a notice of the meeting to stockholders (unless management does so) and to solicit proxies to remove the directors and to elect nominees whom we have not yet selected to be elected to replace them. Our proxy soliciting material will set forth in full the reasons for removing the existing directors and replacing them with our nominees. This authorization statement and the enclosed authorization card are first being sent to stockholders of Airnet on or about May 4, 2005. If you return an authorization card in the enclosed self- addressed envelope, your shares will be aggregated with those of all other stockholders that return an authorization card. According to Airnet's code of regulations, a special meeting of stockholders must be held if requested by stockholders of at least 50% of all outstanding shares (which totaled 10,118,583 as of March 28, 2005). You may revoke your authorization by delivering a written revocation to us at any time. However, if and when we have received unrevoked authorization cards from stockholders owning at least 50% of all outstanding shares, we intend to promptly deliver them to Airnet's management which is then required, within fifteen days, to fix a meeting date. If management does not fix a meeting date within fifteen days, then, as allowed in the code of regulations, we shall fix a meeting date. Please note that the enclosed authorization card does not authorize us to vote your shares at any meeting. Phillip Goldstein and Andrew Dakos are each investment managers. PCI Fund, a limited partnership organized under the laws of the State of California, is a private investment fund whose general partner is Pacific Coast Investment Partners, LLC (PCI Partners). PCI Partners has the power to vote and dispose of the shares held by PCI Fund. Mr. Goldstein's address is 60 Heritage Drive, Pleasantville, NY 10570, Mr. Dakos' address is 43 Waterford Drive, Montville, NJ 07045 and PCI Fund's address is 12220 El Camino Real, Suite 400, San Diego, CA 92130. As of April 13, 2005, Mr. Goldstein, Mr. Dakos, PCI Fund , and Nadel and Gussman Combined Funds LLC ("NGCF") (collectively the "Beneficial Owners") are deemed to be the beneficial owners of 839,500, 191,900, 480,600, and 23,300 shares of Airnet respectively owned by each of them and/or their clients. Pursuant to a contract with NGCF, filed as Exhibit 2 to the April 15, 2005 Schedule 13D filed by the Beneficial Owners, PCI Partners has the sole power to dispose of the shares beneficially owned by NGCF. All of their purchases have been made since August 2004 and except for one share held in record name, all of their shares are held in street name, some of which are in margin accounts. Neither Mr. Goldstein, Mr. Dakos, PCI Fund nor NGCF has sold any shares. We are making this solicitation personally. Persons affiliated with or employed by us or our affiliates may assist us in the solicitation of proxies. They will not receive any special compensation for their services. We will ask banks and brokerage firms that hold shares for beneficial owners to forward our authorization material and the enclosed authorization card to the beneficial owners and we will reimburse them for their reasonable out-of-pocket expenses. Initially, we will bear all of the expenses related to this solicitation. Because we believe that shareholders will benefit from this solicitation, we intend to seek reimbursement of our expenses from Airnet. Shareholders will not be asked to vote on the reimbursement of our expenses, which we estimate will be $15,000, of which about $5,000 has been spent. There is no arrangement or understanding involving us or any of our affiliates that relates to Airnet's securities or to any future employment by or transaction with Airnet. DATED: May 4, 2005 AUTHORIZATION CARD Authorization Solicited by Phillip Goldstein, Andrew Dakos and Pacific Coast Investment Partners, LLC (PCI Partners) to Request a Special Meeting of Stockholders of Airnet Systems, Inc. The undersigned hereby authorizes Phillip Goldstein, Andrew Dakos and PCI Partners to request that a special meeting of stockholders of Airnet Systems, Inc. be held as soon as practicable to (1) remove all the directors and (2) elect their replacements. Please sign and date below. The undersigned hereby acknowledges receipt of the authorization statement dated May 4, 2005 of Phillip Goldstein, Andrew Dakos and PCI Partners. SIGNATURE (S)_________________________________ Dated: _______________