SUBPART B-REPORTS OF OWNERS OF MORE THAN 5 PER CENTUM OF ANY CLASS OF CAPITAL STOCK OR CAPITAL OF AN AIR CARRIER At the times and in the manner provided in this subpart, each officer and each director of each air carrier shall transmit to the Board (Attention, Director, Bureau of Operating Rights) a report describing the shares of stock or other interests held by him in any air carrier, any person engaged in any phase of aeronautics, or any common carrier, and in any person whose principal business, in purpose or in fact, is the holding of stock in, or control of, air carriers, other persons engaged in any phase of aeronautics, or common carriers. For the purpose of this subpart, "air carrier" means air carrier as defined in section 101 (3) of the Act, and includes any person who owns 95 percent or more of the outstanding voting securities of any such air carrier, but does not include air carriers relieved or exempted from section 407 (b) of the Act. "Person" means any individual, firm, partnership, corporation, company, association, or any two or more persons acting in concert or under common control or direction. See e.g., § 298.11 (f) of Part 298, § 378.3 of Part 378 of this chapter exempting air taxi operators, study group charters, and inclusive tour operators. 3. Amend the footnote to § 245.1 to read as follows: * 4. Amend Subpart B to read as follows: SUBPART B-REPORTS OF OWNERS OF MORE THAN 5 PER CENTUM OF ANY CLASS OF CAPITAL STOCK OR CAPITAL OF AN AIR CARRIER § 245.11 Definitions. As used in this subpart, unless the context otherwise requires; "Air carrier" means air carrier as defined in section 101 (3) of the Act, and includes any person who owns 95 percent or more of the outstanding voting securities of any such air carrier, but does not include air carriers relieved or exempted from section 407 (b) of the Act." 16 "Bank" means any person primarily engaged in business as a commercial bank or trust company, or both, and subject to regulation or examination under the laws of the United States or of any State. "Broker" means any person engaged in the business of effecting transactions in securities for the account of others, but not a bank. "Person" means an individual, firm, partnership, corporation, company, association, or any two or more persons acting in concert or under common control or direction. "Shares" and "Shareholdings," or "stock" and "stockholdings" shall include any interest in the capital or capital stock of an air carrier. "Trustee" means any person, other than a beneficial owner, who holds record ownership of shares: Provided, however, That, where a nominee of a bank or broker holds record ownership of shares, then the bank or broker, rather than its nominee, shall be deemed to be the trustee hereunder. § 245.12 Annual report. (a) Time for reporting. On or before April 1 of each year, every person owning, either beneficially or as trustee, more than 5 per centum of any class of the capital stock or capital, as the case may be, of an air carrier shall file with the Board (Attention, Director, Bureau of Operating Rights) a report covering such shares or other interest owned as of December 31 of the preceding year: 16 See footnote 6. Provided, however, That this section shall not apply to a bank or broker insofar as it is a trustee, nor to an officer or director of an air carrier who has complied with the reporting requirement of Subpart A of this part. (b) Contents of annual report. The reports required by this section shall include the following: (1) Name of air carrier in which stockholdings are being reported. (2) Name and address of person reporting. (3) Number and class of shares covered and percentage of such shares to total outstanding capital, or a description of any other interest held, as of December 31 of the preceding year. (4) Maximum number of each class of shares covered and percentage of such shares of each class to total outstanding capital during the preceding year. (5) (i) If the person reporting is the beneficial owner, state the name and address of each person who was a trustee of any such shares and the number and class of shares of which he was trustee, during the preceding year. The reporting beneficial owner shall also state the name and address of each person, (e.g., the reporting beneficial owner himself, the trustee and/or any third person or persons), who had or exercised (a) the power to issue instruction as to how any such voting shares should be voted; (b) the power to vote any such shares in the event that no instructions were issued; or (c) the right to sell, prevent sales or otherwise dispose of any such shares, during the preceding year. The number and class of shares so reported shall be stated. (ii) If the person reporting is a trustee, state the name and address of each individual beneficial owner of any such shares, and the number and class of shares of which he was beneficial owner, during the preceding year: Provided, however, That is the trustee is reporting with respect to shares held in a retirement, pension or profit sharing trust or fund, then he need state only the name and address of the person(s) who established the trust or fund, and the name of the trustees thereof, and describe the class of persons who were the beneficiaries (e.g., "Employees of XYZ Corporation" or "Member of XYZ Union"). The reporting trustee shall also state the name and address of each person (e.g., the reporting trustee himself, the beneficial owner, and/or third person or persons) who was known by him to have had or exercised (a) the power to issue instructions as to how any of such voting shares should be voted; (b) the power to vote any such shares in the event that no instructions were issued; (c) the power to vote any such shares pursuant to issued instructions; (d) the power to sell, prevent sale or otherwise dispose of any such shares the preceding year. The number and class of any shares so reported shall be stated. (6) (i) If the person reporting is itself a corporation, set forth the name and address of each person holding more than 5 per centum of the beneficial or record ownership of any class of the capital stock of the reporting corporation, and a description of the percentage of its shares of any class held by each such shareholder, indicating whether such class is voting, nonvoting, common or preferred. (ii) If the person reporting is a partnership, association or a joint venture, set forth the names and addresses of all partners, associates or joint venturers and a description of their respective interests in the person reporting. (7) A description of the principal occupation or business activity of each person named in the report, including the person reporting. Such description shall include, with respect to any named person performing common carrier service, the geographical area authorized to be served, and the nature of any license held by such person to perform such service. $245.13 Report of acquisition. (a) Time for reporting. Every person acquiring ownership, either beneficially or as trustee, of more than 5 per centum, in the aggregate, of any class of the capital stock or capital of an air carrier, shall within 10 days after acquiring such ownership, file with the Board (Attention, Director, Bureau of Operating Rights) a report covering the share or the interest so acquired. (b) Contents of report of acquisition. A report filed under this section shall contain the information specified in 245 12(b), except that the information required by paragraph (b)(3) thereof shall be computed as of the date of acquisition. (c) Exceptions. (1) A bank or broker, to the extent that it acquires stock as a trustee, need not file a report of acquisition. (2) A person who owns, either beneficially or as trustee, more than 5 percent of any class of the capital stock or capital of an air carrier and has filed a report of acquisition under this section, or an annual report under § 245.12, need not file an additional report under this section with respect to an acquisition of additional shares of such carrier. § 245.14 Quarterly report by banks and brokers. (a) Time for reporting. A bank or broker which holds as trustee more than 5 per centum of any class of the capital stock or capital of an air carrier shall file with the Board (Attention, Director, Bureau of Operating Rights), within 30 days after the last day of each calendar quarter (i.e., March 31, June 30, September 30, and December 31), a report covering the shares so held on the last day of such quarter. (b) Contents of quarterly report. The report required by this section shall include the following: (1) Name of air carrier in which stockholdings are being reported. (2) Name and address of bank or broker reporting. (3) Number and class of shares held as trustee. (4) Number of accounts for which it holds such shares. (5) Name and address of each person, if any, holding such shares as nominee for the bank or broker reporting and the number of class of shares so held by such nominee. (6) As to any account for which it holds shares amounting to 1 percent or more of any class of the capital stock of the air carrier covered by the report, there shall also be stated: (i) The name and address of each person for which such account is held: Provided, however, That if the shares covered by the report required in this paragraph (6) are held in a retirement, pension or profit-sharing trust or fund, then the reporting trustee need state only the name and address of the person(s) who established the trust or fund and the names of the trustees thereof, and describe the class of persons who were beneficiaries (e.g., "Employees of XYZ Corporation" or "Members of XYZ Union"). (ii) The number and class of shares held for each such account and the percentage of such shares to the total outstanding capital stock of the air carrier as of the last day of the quarter covered by the report. (iii) Each person (e.g., the reporting trustee, the beneficial owner and/or any third person or persons) who was known by said trustee to have had or exercised (a) the power to issue instructions as to how any of such voting shares should be voted; (b) the power to vote any such shares in the event that no instructions were issued; (c) the power to vote any such shares pursuant to issued instructions; (d) the power to sell, prevent sale or otherwise dispose of any such shares during the preceding quarter. The number and class of any shares so reported shall also be stated. § 245.15 Report of security transactions. Any person subject to this subpart who has granted, pledged, assigned, hypothecated or otherwise transferred a security interest in more than 5 percent of any class of the capital stock or capital of an air carrier to another person shall, within 30 days after such transaction, file with the Board (Attention, Director, Bureau of Operating Rights) a report containing the following information: (a) The name and address of the person to whom the security interest was granted. (b) The term of the security agreement. (c) A brief description of the rights accruing to the holder of the security interest, including the remedies available to him in the event of a default by the person reporting. § 245.16 Responsibility of carriers. It shall be the responsibility of every air carrier, as defined in § 245.11: (a) To notify each shareholder of record owning more than one percent of any class of its capital stock, or capital, of the requirements of this part by mailing to such persons a copy of this subpart on or before March 1 of each year; and (b) To include in its annual report to shareholders a notice that: (1) any person who either owns, as of December 31st of the year preceding issuance of such annual report, or subsequently acquires, beneficially or as trustee, more than 5 per centum, in the aggregate, of any class of the capital stock or capital of the air carrier, shall file with the Board a report containing the information required by § 245,12, on or before April 1, as to the capital stock or capital owned as of December 31 of the preceding year, and, in the case of stock subsequently acquired, a report under § 245.13, within 10 days after such acquisition, unless such person has otherwise filed with the Board a report covering such acquisition or ownership; (2) any bank or broker covered by (i), to the extent that it holds shares as trustee on the last day of any quarter of a calendar year, shall file with the Board, within 30 days after the end of the quarter, a report in accordance with the provisions of § 245.14; and (3) any person required to report under this subpart who grants a security interest in more than 5 percent of any class of the capital stock or capital of the air carrier shall within 30 days after granting such security interest file with the Board a report containing the information required in § 245.15. The notice shall also state that any shareholder who believes that he may be required to file such a report may obtain further information by writing to the Director, Bureau of Operating Rights, Civil Aeronautics Board, Washington, D.C. 20428. (Sections 204 (a), and 407, 72 Stat. 743, 766; 49 U.S.C. 1324, 1377. Interpret or apply section 101 (3) of the Federal Aviation Act of 1958, as amended, 72 Stat. 737; 49 U.S.C. 1301.) By the Civil Aeronautics Board: PHYLLIS T. KAYLOR, NOTE. The reporting requirements herein have been approved by the Office of Management and Budget in accordance with the Federal Reports Act of 1942. CIVIL AERONAUTICS BOARD, ATTACHMENT B RKO GENERAL, INC., Washington, D.C. Re: Report of Stock Ownership Pursuant to Part 246 of CAB Economic Regulations. Name of Reporting Entity-RKO General, Inc. Affiliated with: Frontier Airlines, Inc., 8250 Smith Road, Denver, Colorado 80207. (a) As of December 31, 1973: (1) Over 5% of RKO General's capital stock was held by The General Tire & Rubber Company, 1 General Street, Akron, Ohio 44329. (2) General Tire owned all (100%) of RKO General's 7,324 shares of Common Stock ($100.00 par value per share), being voting stock, then issued and outstanding. (b) Except as set forth below in this paragraph (b), RKO General held, as of December 31, 1973, no shares of stock or other inteersts, and no such stock or interests were held for its account, in any common carrier, any air carrier, any foreign air carrier, any person engaged in any phase of aeronautics or any person whose principal business, in purpose or in fact, is the holding of stock in, or control of, common carriers, air carriers, foreign air carriers, or persons engaged in any phase of aeronautics. As of December 31, 1973, RKO General, Inc., held for RKO General's account, 2139.976 shares of Common Stock (par value 50¢ per share) of Frontier Airlines, Inc, being voting stock, representing 46.1% of the 4,640, 174 shares of Common Stock then issued and outstanding, and 387,111 shares of Frontier Convertible Special Preference Stock (par value $25 per share), being voting stock, representing 8.4% of the 438,080 shares of Conventible Special Preference Stock then utstanding. Each share of Convertible Special Prefeernce Stock is convertible ato shares of Common Stock at conversion prices ranging from $6.10 in 1974 to 14 in 1979. As of December 31, 1973, the Common Stock of Fronties Airlines, Ise held by RKO General had an aggregate par value of $1,069,988 and an aggre zate book value of $6,308,405 and the Convertible Special Preference Stock of Frontier held by RKO General had an aggregate par value of $9,677,775 and an azzregate book value of $9,677,775. The foregoing informaton respecting the book TAIU of Frontier's Common Stock held by RKO General is based upon preminary figures of Frontier as of December 31, 1973, Frontier not having com pleted with its accountants the final determination of its audited balance sheet as of that date. Frontier is the only corporation referred to herein with a fiscal year ending December 31. As of December 31, 1973, RKO General held for its account $109,000 principal amount of Frontier's 6% Convertible Subordinated Debentures due October 15, 1992, being nonvoting, repreesnting 0.55% fo the $19,998,000 principal amount of such Debentures then outstanding. Such De bentures are convertible into Frontier Common Stock at a conversion price of $17.23 principal amount of Debentures for each share of Frontier Common Stock. As of December 31, 1973, RKO General held for its account 1,894,526 shares of Common Stock (par value 34 per share) of Cablecom-General, Inc., being voting stock, representing 74.0% of the 2,560,411 shares of Common Stock then issued and outstanding. As of December 31, 1973, such Common Stock held by RKO General, Inc. had an aggregate par value of $56,836 and an aggregate book value of $7,537,561. As of December 31, 1973, Cablecom-General, Inc. held for its own account 1,000 shares of Common Stock (par value $10 per share) of Mid-Kansas, Inc., being voting stock, representing 50% of the Common Stock then issued and outstanding. As of December 31, 1973, such Common Stock held by Cablecom-General, Inc. had an aggregate par value of $10,000 and an aggregate book value of $83,106. A minor portion of the business of Cablecom-General, Inc. consists of the common carrier business of it and its 50%-owned company, Mid-Kansas, Inc., described in paragraph (c) below. None of the foregoing stock owned by RKO General, Inc, or Cablecom-General, Inc. was pledged or held in fund or deposit accounts. Nor were any of the Debentures. (c) RKO General Inc.'s principal business is broadcasting. It owns four television stations, six AM radio stations and seven FM radio stations. In addition to its interest in Frontier, other RKO General business activities include: Cablecom-General, Inc., a 74%-owned subsidiary, operating cable television systems in 45 communities, a circuit of 128 theatres in the Southwest; and wholly-owned subsidiaries operate nine soft drink bottling companies. RKO General's cable television subsidiary, Cablecom-General, Inc., engages in the common carrier microwave relay business in Kansas (through a 50%-owned corporation, MidKansas, Inc.) and in Oklahoma and Texas. These common carrier businesses are conducted pursuant to point-to-point microwave radio licenses granted by the Federal Communications Commission. Respectfully submitted. RKO GENERAL, INC., The undersigned hereby states that he prepared the foregoing report for RKO General, Inc. and that the information therein is true and correct to the best of his information and belief. HUBERT J. DELYNN. THE GENERAL TIRE & RUBBER CO., Mr. A. M. ANDREWS, Director, Bureau of Operating Rights, Civil Aeronautics Board, 1825 Connecticut Avenue NW., Washington, D.C. DEAR MR. ANDREWS: Please find enclosed, the Report of Stock Ownership Pursuant to Part 246 of the Civil Aeronautics Board Economic Regulations for The General Tire & Rubber Company for 1973. Very truly yours, Enclosure. CIVIL AERONAUTICS BOARD, Washington, D.C. T. E. PITTENGER. FEBRUARY 27, 1974. Re: Report of Stock Ownership Pursuant to Part 246 of CAB Economic Regulations. Name of Reporting Entity-The General Tire & Rubber Company. Affiliated With: Frontier Airlines, Inc., 8250 Smith Road, Denver, Colo. (a) As of December 31, 1973, there were three holders of more than 5% of the entire capital stock or capital of The General Tire & Rubber Company, as follows: |