PNCL Pinnacle Airlines Corp. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

PINNACLE AIRLINES CORP.

(Name of issuer)

 

 

 

Common Stock

(Title of class of securities)

 

723443107

(CUSIP number)

 

Frederic Dorwart     Frederic Dorwart, Lawyers 124 East Fourth Street Tulsa, Oklahoma 74103 (918) 583-9922

(Name, address and telephone number of person authorized to receive notices and communications)

 

March 6, 2012

(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 §§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 Rule 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).

 

 

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 2 of 14 Pages

 

(1)		Names of reporting persons   Wayne King
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   PF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   618,664
				(8)		Shared voting power   0
				(9)		Sole dispositive power   618,664
				(10)		Shared dispositive power   0
(11)		Aggregate amount beneficially owned by each reporting person   618,664
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   3.23%
(14)		Type of reporting person (see instructions)   IN

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 3 of 14 Pages

 

(1)		Names of reporting persons   Meson Capital Partners, LP
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   New York
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   550,602
				(8)		Shared voting power   0
				(9)		Sole dispositive power   550,602
				(10)		Shared dispositive power   0
(11)		Aggregate amount beneficially owned by each reporting person   550,602
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   2.88%
(14)		Type of reporting person (see instructions)   PN

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 4 of 14 Pages

 

(1)		Names of reporting persons   Meson Capital Partners, LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   0
				(8)		Shared voting power   563,802
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   563,802
(11)		Aggregate amount beneficially owned by each reporting person   563,802
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   2.95%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 5 of 14 Pages

 

(1)		Names of reporting persons   Ryan J. Morris
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   WC, PF
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   Canada
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   13,200
				(8)		Shared voting power   550,602
				(9)		Sole dispositive power   13,200
				(10)		Shared dispositive power   550,602
(11)		Aggregate amount beneficially owned by each reporting person   563,802
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   2.95%
(14)		Type of reporting person (see instructions)   IN

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 6 of 14 Pages

 

(1)		Names of reporting persons   Gerst Capital Partners, LP
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   189,900
				(8)		Shared voting power   -0-
				(9)		Sole dispositive power   189,900
				(10)		Shared dispositive power   -0-
(11)		Aggregate amount beneficially owned by each reporting person   189,900
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   0.99%
(14)		Type of reporting person (see instructions)   PN

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 7 of 14 Pages

 

(1)		Names of reporting persons   Gregory J. Gerst
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   PF, WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   United States
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   10,000
				(8)		Shared voting power   189,900
				(9)		Sole dispositive power   10,000
				(10)		Shared dispositive power   189,900
(11)		Aggregate amount beneficially owned by each reporting person   190,900
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   1.05%
(14)		Type of reporting person (see instructions)   IN

 

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SCHEDULE 13D

 

CUSIP No. 723443107		Page 8 of 14 Pages

 

(1)		Names of reporting persons   Gerst Capital, LLC
(2)		Check the appropriate box if a member of a group (see instructions) (a)   ¨         (b)   x
(3)		SEC use only
(4)		Source of funds (see instructions)   WC
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
(6)		Citizenship or place of organization   Delaware
Number of shares beneficially owned by each reporting person with:				(7)		Sole voting power   -0-
				(8)		Shared voting power   190,900
				(9)		Sole dispositive power   -0-
				(10)		Shared dispositive power   190,900
(11)		Aggregate amount beneficially owned by each reporting person   190,900
(12)		Check if the aggregate amount in Row (11) excludes certain shares (see instructions)     ¨
(13)		Percent of class represented by amount in Row (11)   1.05%
(14)		Type of reporting person (see instructions)   OO

 

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		Page 9 of 14 Pages

 

Item 1.

Security and Issuer

Item 1 is hereby amended by deleting Item 1 of Amendment No. 1 in its entirety and replacing it with the following:

The Schedule 13D filed with the Securities and Exchange Commission on January 31, 2012 (the “Initial 13D”) by certain of the Reporting Persons (defined below) with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Pinnacle Airline Corp. (the “Issuer” or the “Company”) and amended on February 16, 2012 (“Amendment No. 1”), is hereby amended by this Amendment No. 2 to furnish additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. The principal executive office address of the Issuer is 1689 Nonconnah Blvd, Suite 111, Memphis, Tennessee 38132.

 

Item 2.

Identity and Background

Item 2 is hereby amended by deleting Item 2 of the Initial 13D in its entirety and replacing it with the following:

 

(a)

This Schedule 13D is jointly filed by (collectively, the “Reporting Persons”):

 

•

Wayne King (“Mr. King”);

 

•

Meson Capital Partners, LP (“MCP LP”);

 

•

Meson Capital Partners, LLC (“MCP LLC”);

 

•

Ryan J. Morris (“Mr. Morris”);

 

•

Gregory J. Gerst (“Mr. Gerst”);

 

•

Gerst Capital Partners, LP (“GCP LP”); and

 

•

Gerst Capital, LLC (“GC LLC”)

(b)

Mr. King:

The primary place of residence for Mr. King is 14 Colt Road, Summit, New Jersey 07901.

MCP, LP:

The principal business address for MCP LP is 531 E. State Street, Ithaca, New York 14850.

MCP, LLC:

The principal business address for MCP LLC is 531 E. State Street, Ithaca, New York 14850.

Mr. Morris:

The primary place of residence for Mr. Morris is 531 E. State Street, Ithaca, New York 14850.

Mr. Gerst:

The principal business address for Mr. Gerst is 201 San Antonio Circle, Suite 260, Mountain View, California 94040.

GCP LP:

The principal business address for GCP LP is 201 San Antonio Circle, Suite 260, Mountain View, California 94040.

GC LLC:

The principal business address for GC LLC is 201 San Antonio Circle, Suite 260, Mountain View, California 94040.

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		Page 10 of 14 Pages

(c)

Mr. King:

The principal occupation of Mr. King is private investor.

MCP LP:

The principal business of MCP LP is an investment partnership.

MCP LLC:

The principal business of MCP LLC is an investment company. MCP LLC is the general partner to MCP LP.

Mr. Morris:

The principal occupation for Mr. Morris is managing member of MCP LLC, whose primary place of business is located at 531 E. State Street, Ithaca, New York 14850.

Mr. Gerst:

The principal occupation for Mr. Gerst is managing member of GC LLC, whose primary place of business is located at 201 San Antonio Circle, Suite 260, Mountain View, California 94040.

GCP LP:

The principal business of GCP LP is an investment partnership.

GC LLC:

The principal business of GC LLC is an investment company. GC LLC is the general partner to GCP LP.

(d) – (e)

During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

The entities or persons identified in this Item 2 are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5 and/or Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the entities or persons that such a group exists.

(f)

Mr. King:

Mr. King is a citizen of the United States of America.

MCP LP:

MCP LP is a limited partnership organized in the State of New York.

MCP LLC:

MCP LLC is a limited liability company organized in the State of Delaware.

Mr. Morris:

Mr. Morris is a citizen of Canada.

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		Page 11 of 14 Pages

Mr. Gerst:

Mr. Gerst is a citizen of the United States of America.

GCP LP:

GCP LP is a limited partnership organized in the State of Delaware.

GC LLC:

GC LLC is a limited liability company organized in the State of Delaware.

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by deleting Item 3 of Amendment No. 1 in its entirety and replacing it with the following:

As of the date hereof, Mr. King owns 618,664 shares of Common Stock and had invested approximately $1,514,952.60 (including commissions and fees). The source of these funds was personal funds.

As of the date hereof, MCP LP owns 550,602 shares of Common Stock and had invested approximately $561,741.39 (including commissions and fees). The source of these funds was working capital.

As of the date hereof, Mr. Morris owns 13,200 shares of Common Stock and had invested approximately $13,736.00 (including commissions and fees). The source of these funds was personal funds.

As of the date hereof, Mr. Gerst owns 10,000 shares of Common Stock and had invested approximately $80,817.90 (including commissions and fees). The source of these funds was personal funds.

As of the date hereof, GCP LP owns 189,900 shares of Common Stock and had invested approximately $450,623.81 (including commissions and fees). The source of these funds was working capital of GCP LP.

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended by deleting Item 4 of the Initial 13D in its entirety and replacing it with the following:

The entities listed above (each a “Reporting Person”) purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.

The purposes of the acquisitions of the Common Stock were investment. Certain of the Reporting Persons have held Common Stock of the Company for over 3 years. The acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer. However, the Reporting Persons have had discussions regarding plans to effect a change in the present board of directors of the Issuer. As a result, the Reporting Persons may be deemed to have formed a “group” under the Securities Exchange Act of 1934, as amended, as of March 6, 2012.

As disclosed in the Initial 13D, the Reporting Persons currently seek to engage the Issuer’s board of directors in discussions concerning the low level of share ownership by board members, director compensation levels, capital spending, and corporate governance.

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		Page 12 of 14 Pages

By press release issued by Mr. King on December 23, 2011, and in the Initial 13D, Messrs. King and Morris disclosed their proposal that the board allow the immediate appointment of new stockholder designated directors, with full voting rights, to (1) act as stockholder designated representatives, and (2) promptly begin the formation of an equity committee in the event of a Chapter 11 filing. On February 17, 2012, Messrs. King and Morris met with Donald Breeding, Chairman of the Board and Susan Coughlin, Director and Head of the Nominating and Corporate Governance Committee to discuss the merits of their proposal for new stockholder-designated directors and to inform the Company that formal notification of the Reporting Persons’ nominees for directors would be forthcoming.

By letter of February 29, 2012 to Messrs. King and Morris, the Company disclosed its intention to indefinitely delay the Company’s annual meeting, previously anticipated to occur in May 2012, and opted not to address the proposal for new stockholder-designated directors on the basis of timing. By press release also dated February 29, 2012, the Company publicly disclosed its intention to indefinitely delay the annual meeting. By letter of March 1, 2012 to the Company, Messrs. King and Morris expressed their dismay at the Company’s decision to delay the annual meeting, called on the Company to promptly schedule the meeting, and reiterated the proposal for the appointment of new stockholder-designated directors. The Company responded to the letter of March 1, 2012 citing timing concerns related to the proposal as the basis for their inaction. On each of March 5, 2012 and March 6, 2012, Mr. Morris left Mr. Breeding a voicemail seeking a phone call to clarify the definition of ‘timing concerns’ and informed him that he would interpret a lack of response to his phone call as a ‘loud and clear rejection’ of the proposal for new stockholder designated directors and would file a press release to that effect on March 6, 2012. On March 7, 2012 Messrs. King and Morris issued a press release again reiterating their proposal for the appointment of new-stockholder-designated directors and calling on the Company to immediately set a date for the 2012 annual meeting of stockholders. As of the date hereof, the Company has not yet scheduled the annual meeting.

The Reporting Persons are alarmed by the Company’s decision to delay the annual stockholder meeting and its failure to adequately respond to the proposal for the appointment of new stockholder-designated directors. For these reasons the Reporting Persons have agreed to work closely together to consult with recognized experts on corporate governance and the proxy advisory process. The Reporting Persons strongly believe that the proposal for stockholder-designated directors would establish a stronger alignment between the interests of the board of directors and stockholders.

Consistent with their investment purpose, the Reporting Persons may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer, one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to the Issuer’s operations and the foregoing current plans of the Reporting Persons. The Reporting Persons may discuss ideas that, if effected may result in a change of the current plans and in the acquisition by persons of additional Common Stock of the Issuer, the disposition of Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or other changes in the board of directors of the Issuer or its operations.

The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

This Schedule 13D is not a solicitation of any action by stockholders of the Issuer. If a proxy statement is completed and filed, stockholders are advised to read the proxy statement when it becomes available because it will contain important information, and stockholders should rely on such proxy statement and not on this Schedule 13D. The proxy statement, if filed, will be available for free at the SEC’s website at http://www.sec.gov .

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended by deleting Item 5 of Amendment No. 1 in its entirety and replacing it with the following:

(a) and (b) As of November 1, 2011, the Issuer had 19,127,691 shares of Common Stock outstanding based on the information contained in the Issuer’s Form 10-Q for the quarter ended September 30, 2011, filed on November 4, 2011.

As of the date hereof, Mr. King directly owns 618,664 shares of the issued and outstanding Common Stock (approximately 3.23%).

 

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		Page 13 of 14 Pages

As of the date hereof, MCP LP owns 550,602 shares (“MCP LP Shares”) of Common Stock (approximately 2.88%) of the issued and outstanding Common Stock. As general partner of MCP LP, MCP LLC may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the MCP LP Shares. MCP LLC does not own any shares of Common Stock directly and disclaims beneficial ownership of the MCP LP Shares. As managing member of MCP LLC, Mr. Morris may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by MCP LLC. In addition, as of the date hereof, Mr. Morris beneficially owns and has voting and dispositive power over 13,200 shares (“Morris Shares”) of Common Stock (approximately 0.07%) of the issued and outstanding Common Stock. Mr. Morris disclaims beneficial ownership of any shares of Common Stock beneficially owned by MCP LP. MCP LLC, as an entity which is managed by Mr. Morris, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Morris Shares. MCP LLC disclaims beneficial ownership of the Morris Shares.

As of the date hereof, GCP LP owns 189,900 shares (“GCP LP Shares”) of Common Stock (approximately 0.99%) of the issued and outstanding Common Stock. As general partner of GCP LP, GC LLC may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the GCP LP Shares. GC LLC does not own any shares of Common Stock directly and disclaims beneficial ownership of the GCP LP Shares. As managing member of GCP LLC, Mr. Gerst may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by GCP LLC. In addition, as of the date hereof, Mr. Gerst beneficially owns and has voting and dispositive power over 10,000 shares (“Gerst Shares”) of Common Stock (approximately 0.052%) of the issued and outstanding Common Stock. Mr. Gerst disclaims beneficial ownership of any shares of Common Stock beneficially owned by GCP LP. GC LLC, as an entity which is managed by Mr. Gerst, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Gerst Shares. GC LLC disclaims beneficial ownership of the Gerst Shares.

In addition, the group that may have been deemed to be formed by the Reporting Persons may be deemed to beneficially own the 1,382,366 shares of the issued and outstanding Common Stock of the Issuer held by all of the Reporting Persons combined (approximately 7.23% of the Common Stock of the Issuer), and each of the Reporting Persons may be deemed to beneficially own the shares of each other Reporting Person.

The filing of this Schedule shall not be construed as an admission that any of the Reporting Persons is, for any purpose, the beneficial owner of the Common Stock held by any other Reporting Person, and each disclaims beneficial ownership of the shares held by the others.

(c) There have been no transactions effected by the Reporting Persons since the Schedule 13D Amendment No. 1 filed on February 16, 2012. Other than those transactions previously disclosed in Item 5(c) of Amendment No. 1, no transactions by the Reporting Persons have been effected during the last 60 days.

(d) Not Applicable.

(e) Not Applicable.

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 99.1A		Joint Filing Agreement.

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		Page 14 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: March 12, 2012
WAYNE KING		MESON CAPITAL PARTNERS, LP
		By: MESON CAPITAL PARTNERS, LLC,
/s/ Wayne King		its General Partner
Individually
		/s/ Ryan J. Morris
RYAN J. MORRIS		Managing Member
/s/ Ryan J. Morris		MESON CAPITAL PARTNERS, LLC
Individually
		/s/ Ryan J. Morris
GREGORY J. GERST		Managing Member
/s/ Gregory J. Gerst		GERST CAPITAL PARTNERS, LP
Individually
		By: GERST CAPITAL, LLC,
		its General Partner
GERST CAPITAL, LLC
		/s/ Gregory J. Gerst
/s/ Gregory J. Gerst		Managing Member
Managing Member