SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
Great Lakes Aviation, Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
39054K 108
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(CUSIP Number)
James R. Sankovitz, Esq.
Briggs and Morgan, P.A.
2200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
(612) 977-8400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2003
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).
(Continued on following pages)
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CUSIP No. 39054K 108 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gayle R. Brandt
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,000
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,979,342
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9 SOLE DISPOSITIVE POWER
8,000
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10 SHARED DISPOSITIVE POWER
1,979,342
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,987,342
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Gayle R. Brandt ("Gayle Brandt") hereby amends her statement on Schedule
13D (the "Schedule 13D") originally filed on November 20, 1996, and amended on
February 28, 2002 under her prior name Gayle R. Voss, with respect to her
beneficial ownership of shares of common stock par value $.01 per share ("Common
Stock"), of Great Lakes Aviation, Ltd. ("Great Lakes"), an Iowa corporation.
Item 1 of the Schedule 13D is hereby amended and restated as follows:
Item 1: Security and Issuer
The name of the Issuer is Great Lakes Aviation, Ltd. and the address of its
principal office is 1022 Airport Parkway, Cheyenne, Wyoming 82001. The title of
the class of equity security to which this statement relates is Common Stock.
Gayle Brandt beneficially owns 1,987,342 shares of Common Stock.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
Item 5: Interest in Securities of the Issuer
(a) As of the date of this Schedule 13D, Gayle Brandt beneficially owned
1,987,342 shares of Common Stock constituting approximately 14.1% of outstanding
Common Stock of the Issuer.
(b) Gayle Brandt is the record owner of 1,987,342 shares of Common Stock
which includes 8,000 shares of Common Stock subject to currently exercisable
options. Gayle Brandt has granted to Douglas G. Voss, her ex-spouse, an
Irrevocable Proxy to vote 1,979,342 shares of Common Stock of Great Lakes owned
of record by her and has entered into a Buy-Sell Agreement with him with respect
to all such shares. See Item 6 of this Schedule 13D.
(c) On September 12, 2003, Gayle Brandt sold 172,413 shares of Common
Stock to Iowa Great Lakes Flyers, Inc. ("Flyers"), an Iowa corporation of which
Douglas G. Voss, Gayle Brandt's ex-spouse, is the sole shareholder, in a private
placement transaction at a price of $0.29 per share pursuant to the terms of the
Buy-Sell Agreement and Stock Purchase Agreement entered into between Gayle
Brandt and Douglas G. Voss.
(d) Not applicable.
(e) Not applicable.
Item 6 of the Schedule 13D is hereby amended and restated as follows:
Item 6: Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Gayle Brandt has granted to her ex-spouse Douglas G. Voss an Irrevocable
Proxy to vote all of her shares of Common Stock (the "Shares") until June 28,
2010.
Gayle Brandt and Douglas G. Voss have entered into a Shareholder Buy-Sell
Agreement (the "Buy-Sell Agreement") with respect to the Shares. The term of the
Buy-Sell Agreement (the
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"Term") is until June 28, 2010 or until such time as Gayle Brandt does not own
any Shares or the Issuer is dissolved or liquidated. Pursuant to the Buy-Sell
Agreement Gayle Brandt could not sell any Shares until June 28, 1999, at which
time she became entitled to sell 470,000 Shares and an additional 235,000 Shares
each year thereafter. Douglas G. Voss, however, has been granted a right of
first refusal to purchase, at the market price, any Shares which Gayle Brandt
desires to so sell. The Buy-Sell Agreement also provides Douglas G. Voss the
option to purchase any Shares at any time during the Term for the market price
of the Common Stock. The Buy-Sell Agreement provides that in any transaction in
which Douglas G. Voss sells greater than 5% of his Common Stock, Douglas G. Voss
has the right to compel Gayle Brandt to include the Shares held by her in such
transaction on the same terms as the shares of Common Stock held by Douglas G.
Voss. In turn, Gayle Brandt has the right to have her Shares included by Douglas
G. Voss in any such transaction on a pro rata basis.
The Buy-Sell Agreement provides Douglas G. Voss with the right to purchase
the Shares of Gayle Brandt at the market price upon the death of Gayle Brandt
and an involuntary disposition of the Shares held by Gayle Brandt. Pursuant to
the Buy-Sell Agreement, Douglas G. Voss will vote all shares of Common Stock
beneficially owned by him (including the Shares) for the election of Gayle
Brandt to the Board of Directors of the Issuer.
The Buy-Sell Agreement also gives Gayle Brandt the right each year during
the Term of the Buy-Sell Agreement, by giving one hundred eighty (180) days
advance written notice, to require Douglas G. Voss to purchase the Shares owned
by Gayle Brandt for a share price to be negotiated or at market price up to a
total purchase amount not to exceed $50,000 per year. This right may not be
exercised more than two (2) times per year. On February 20, 2002, Gayle Brandt
exercised this right and Douglas G. Voss (through Flyers) purchased from her
198,245 shares of Common Stock at a price of $0.504 per share and on September
12, 2003, Gayle Brandt exercised this right and Douglas G. Voss (through Flyers)
purchased from her 172,413 shares of Common Stock at $0.29 per share pursuant to
a Stock Purchase Agreement.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
Item 7: Material to be Filed as Exhibits
Exhibit 1 Irrevocable Proxy, dated June 28, 1996 for the Reporting Person
to Douglas G. Voss.*
Exhibit 2 Shareholder Buy-Sell Agreement, dated June 28, 1996, by and
between the Reporting Person and Douglas G. Voss.*
Exhibit 3 Stock Purchase Agreement, dated August 25, 2003, between Iowa
Great Lakes Flyers, Inc. and Gayle R. Brandt.
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* Previously filed by Reporting Person as an exhibit to Schedule 13D, filed
with the Securities and Exchange Commission on November 20, 1996.
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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.
Dated: September 12, 2003
/s/ Gayle R. Brandt
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Gayle R. Brandt
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Exhibit Index
Exhibit Document
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Exhibit 1 Irrevocable Proxy, dated June 28, 1996 from the
Reporting Person to Douglas G. Voss.*
Exhibit 2 Shareholder Buy-Sell Agreement, dated June 28, 1996, by
and between the Reporting Person and Douglas G. Voss.*
Exhibit 3 Stock Purchase Agreement, dated August 25, 2003, between
Iowa Great Lakes Flyers, Inc. and Gayle R. Brandt.
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* Previously filed by Reporting Person as an exhibit to Schedule 13D, filed
with the Securities and Exchange Commission on November 20, 1996.
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