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Wexford Capital LP, et al. – ‘SC 13G’ on 2/11/05 re: Republic Airways Holdings Inc

On:  Friday, 2/11/05, at 2:18pm ET   ·   Accession #:  950136-5-734   ·   File #:  5-79882

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/11/05  Wexford Capital LP                SC 13G                 1:12K  Republic Airways Holdings Inc     Capital Systems 01/FA
          Charles E. Davidson
          Joseph M. Jacobs
          Republic Airways Holdings Inc
          Wexair LLC
          Wexford Capital LLC

Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                   HTML     28K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
7Item 1(a). Name of Issuer
"Item 1(b). Address of Issuer's Principal Executive Offices
"Item 2(a). Name of Person Filing
"Item 2(b). Address of Principal Business Office or, if none, Residence:
"Item 2(c). Citizenship:
"Item 2(d). Title of Class of Securities:
8Item 2(e). Cusip Number:
"Item 3 (i). Not Applicable
"Item 4. Ownership
"Item 5. Ownership of Five Percent or Less of A Class
"Item 6. Ownership of More Than Five Percent on Behalf of Another Person
9Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
"Item 8. Identification and Classification of Members of the Group
"Item 9. Notice of Dissolution of Group
"Item 10. Certification

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Republic Airways Holdings Inc. (Name of Issuer) COMMON STOCK, $.001 par value (Title of Class of Securities) 760276 10 5 (CUSIP Number) December 31, 2004 (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) [ ] Rule 13d-1(c) [x] 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 the disclosures provided in a prior cover page. The information required in 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).
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CUSIP NO. 760276 10 5 13G Page 2 of 10 pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WexAir LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 19,308,756 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING None PERSON WITH: 7 SOLE DISPOSITIVE POWER 19,308,756 shares 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,308,756 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 61.2% 12 TYPE OF REPORTING PERSON OO
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CUSIP NO. 760276 10 5 13G Page 3 of 10 pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wexford Capital LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 19,308,756 shares PERSON WITH: 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 19,308,756 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,308,756 shares (includes 19,308,756 shares beneficially owned by WexAir LLC) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 61.2% 12 TYPE OF REPORTING PERSON OO
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CUSIP NO. 760276 10 5 13G Page 4 of 10 pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles E. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 19,312,919 shares PERSON WITH: 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 19,312,919 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,312,919 shares (includes 19,308,756 shares Mr. Davidson may be deemed to beneficially own and options to purchase 4,163 shares that are exercisable or may become exercisable within 60 days of December 31, 2004) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 61.2% 12 TYPE OF REPORTING PERSON IN
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CUSIP NO. 760276 10 5 13G Page 5 of 10 pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph M. Jacobs 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 19,312,919 shares PERSON WITH: 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 19,312,919 shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,312,919 shares (includes 19,308,756 shares Mr. Jacobs may be deemed to beneficially own and options to purchase 4,163 shares that are exercisable or may become exercisable within 60 days of December 31, 2004) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 61.2% 12 TYPE OF REPORTING PERSON IN
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CUSIP NO. 760276 10 5 13G Page 6 of 10 pages Item 1(a) NAME OF ISSUER Republic Airways Holdings Inc. Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 Item 2(a) NAME OF PERSON FILING (i) WexAir LLC (ii) Wexford Capital LLC (iii) Charles E. Davidson (iv) Joseph M. Jacobs Item 2(b) Address of Principal Business Office or, if none, Residence: (i) Wexford Plaza 411 West Putnam Avenue Greenwich, Connecticut 06830 (ii) Wexford Plaza 411 West Putnam Avenue Greenwich, Connecticut 06830 (iii) c/o Wexford Capital LLC Wexford Plaza 411 West Putnam Avenue Greenwich, Connecticut 06830 (iv) c/o Wexford Capital LLC Wexford Plaza 411 West Putnam Avenue Greenwich, Connecticut 06830 Item 2(c) CITIZENSHIP: See Item 4 of the cover pages attached hereto Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value
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CUSIP NO. 760276 10 5 13G Page 7 of 10 pages Item 2(e) CUSIP NUMBER: 760276 10 5 Item 3 (i) Not Applicable (ii) Not Applicable (iii) Not Applicable (iv) Not Applicable Item 4 OWNERSHIP (a) Amount beneficially owned and (b) Percent of Class: See Items 5 through 11 of the cover pages attached hereto. As of February 7, 2005, there were issued and outstanding 31,558,756 shares of Common Stock. WexAir LLC has the sole power to dispose of or direct the disposition of 19,308,756 shares of Common Stock, having 61.2% of the combined voting power of the Common Stock. Wexford Capital LLC may be deemed to be the beneficial owner of 19,308,756 shares of Common Stock by virtue of being the managing member of WexAir LLC. Messrs. Davidson and Jacobs may be deemed to be the beneficial owner of 19,308,756 shares of Common Stock by virtue of being the managing members of Wexford Capital LLC. Each of Messrs. Davidson and Jacobs disclaims beneficial ownership of the shares owned by WexAir LLC except to the extent of his interest in such shares through his interest in each member of WexAir LLC. Each of Messrs. Davidson and Jacobs also have options to purchase 10,000 shares of Common Stock. Of that amount, options to purchase 4,163 shares of Common Stock are exercisable or may become exercisable within 60 days of December 31, 2004. (c) See Items 5 through 8 of the cover pages attached hereto Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable
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CUSIP NO. 760276 10 5 13G Page 8 of 10 pages 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 This Schedule is being filed by (i) WexAir LLC, the majority stockholder of Republic Airways Holdings Inc., (ii) Wexford Capital LLC, a Connecticut limited liability company ("Wexford Capital"), the managing member of WexAir LLC, (iii) Charles E. Davidson, chairman, a managing member and a controlling member of Wexford Capital and (iv) Joseph M. Jacobs, president, a managing member and a controlling member of Wexford Capital (collectively referred to as the "Filing Group"). The members of the Filing Group are filing this Schedule as they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except as expressly otherwise set forth in this Schedule, each member of the Filing Group disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other member of the Filing Group or any other person. Item 9 NOTICE OF DISSOLUTION OF GROUP Not Applicable Item 10 CERTIFICATION Not Applicable
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Page 9 of 10 pages SIGNATURES ---------- 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 10, 2005 WEXAIR LLC By: /s/ Arthur H. Amron ------------------- Name: Arthur H. Amron Title: Vice President and Assistant Secretary WEXFORD CAPITAL LLC By: /s/ Arthur H. Amron ------------------- Name: Arthur H. Amron Title: Principal and Secretary /s/ Charles E. Davidson ----------------------- Charles E. Davidson /s/ Joseph M. Jacobs ----------------------- Joseph M. Jacobs
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Page 10 of 10 pages Exhibit A AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to securities held by each of them in Republic Airways Holdings Inc. February 10, 2005 WEXAIR LLC By: /s/ Arthur H. Amron ------------------- Name: Arthur H. Amron Title: Vice President and Assistant Secretary WEXFORD CAPITAL LLC By: /s/ Arthur H. Amron ------------------- Name: Arthur H. Amron Title: Principal and Secretary /s/ Charles E. Davidson ----------------------- Charles E. Davidson /s/ Joseph M. Jacobs ----------------------- Joseph M. Jacobs

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13G’ Filing    Date First  Last      Other Filings
Filed on:2/11/05
2/10/051011
2/7/058
12/31/042810-K,  13F-HR,  8-K
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Filing Submission 0000950136-05-000734   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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