UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Air T, Inc.
(Name of Issuer)
Common Stock, $.25 par value per share
(Title of Class of Securities)
009224304
(CUSIP Number)
Walter Clark
3524 Airport Road
Maiden, North Carolina 28650
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 1997
(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 which 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. X
SCHEDULE 13D
CUSIP NO. 009224304 Page 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of David Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,171,072
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,171,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,171,072
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP NO. 009224304 Page 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00,PF
5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
87,922
8 SHARED VOTING POWER
1,171,072
9 SOLE DISPOSITIVE POWER
87,922
10 SHARED DISPOSITIVE POWER
1,171,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,258,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 009224304 Page 4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caroline Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
3,222
8 SHARED VOTING POWER
1,171,072
9 SOLE DISPOSITIVE POWER
3,222
10 SHARED DISPOSITIVE POWER
1,171,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,174,294
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.7%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") is filed
with respect to shares of Common Stock, $.25 par value per share
("Common Stock"), of Air T, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the
Issuer is 3524 Airport Road, Maiden, North Carolina 28650.
Item 2. Identity and Background.
(a) This Statement is being filed by the Estate of David
Clark (the "Estate") and Walter Clark and Caroline Clark, who are
the executors of the Estate (collectively, the "Reporting
Persons").
(b) - (c) David Clark, the former Chairman of the Board and
Chief Executive Officer of the Company, died on April 18, 1997.
His will named Walter Clark and Caroline Clark as the executors
of the Estate. Walter Clark is the Chairman of the Board and
Chief Executive Officer of the Issuer and his business address
and the principal business address of the Issuer is 3524 Airport
Road, Maiden, North Carolina 28650. Caroline Clark is an
independent business woman and her address is 214 South Ingleside
Farm Road, Iron Station, North Carolina 28080.
(d) - (e) During the last five years, neither Walter Clark
nor Caroline Clark has not been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors). Neither of the Reporting Persons has been 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 violations with
respect to such laws.
(f) Each of Walter Clark and Caroline Clark is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Estate acquired for no consideration the shares of the
Common Stock reported herein as beneficially owned by it. Walter
Clark and Caroline Clark, as the executors of the Estate, are
deemed to beneficially own the shares of Common Stock held by the
Estate. Walter Clark has also acquired 8,700 shares of Common
Stock in market transactions with personal funds. Each of Walter
Clark and Caroline Clark received 2,222 shares of Common Stock as
gifts from David Clark prior to his death and 27,000 shares of
Common Stock upon distributions from the Estate as beneficiaries
thereof. In addition, Walter Clark is deemed to beneficially own
50,000 shares of Common Stock pursuant to Common Stock purchase
options awarded to him by the Issuer in connection with his
employment with the Issuer.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of the
shares of Common Stock held by David Clark upon his death, which
ownership by David Clark had been previously reported on Schedule
13D, with the most recent amendment thereto being dated March 14,
1997.
The Estate has no intention of acquiring additional shares
of Common Stock and plans to dispose of the shares of Common
Stock it owns by sale or distribution to the beneficiaries of the
Estate. As discussed in Item 6, the Estate has pledged certain
shares of Common Stock to creditors of the Estate to secure
certain obligations of the Estate. The Estate may seek to sell
such pledged shares to fund the payment of these obligations.
The timing of any such sales will depend on several factors,
including the prevailing market prices of shares of the Common
Stock on the Nasdaq Small Cap Market which recently increased
dramatically.
Each of Walter Clark and Caroline Clark may dispose of
shares of Common Stock held by each of them at times and in
amounts as each deems appropriate. Such decisions to dispose of
shares will be influenced by a number of factors, including the
prevailing market prices of shares of the Common Stock on the
Nasdaq Small Cap Market. In addition, each of Walter Clark and
Caroline Clark may from time to time acquire additional shares of
Common Stock in amounts and at times deemed appropriate. Such
transactions may include market or privately negotiated
purchases, exercises of stock options, distributions of shares
from the Estate to each of them as beneficiaries thereof and
other transactions.
In addition, as the Chairman of the Board and Chief
Executive Officer of the Issuer, Walter Clark may from time to
time consider and propose plans and proposals regarding
extraordinary corporate transactions, material changes to the
Issuer's business and other material changes to the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed to
beneficially own the 1,171,072 shares of Common Stock held by the
Estate. On the basis of 2,686,825 shares of Common Stock
outstanding on May 20, 2004 (as reported in the Issuer's Annual
Report on Form 10-K for the year ended March 31, 2004), the
1,171,072 shares of Common Stock held by the Estate constitute
43.6% of the outstanding shares of Common Stock. Caroline Clark
may be deemed to own 1,174,294 shares of Common Stock, or 43.7%
of the outstanding shares of Common Stock. Walter Clark may be
deemed to own 1,258,994 shares of Common Stock, or 46.0% of the
outstanding shares of Common Stock (including shares of Common
Stock Walter Clark may acquire upon exercise of outstanding stock
options).
(b) The following table sets forth, with respect to each of
the Filing Persons the number of shares of Common Stock as to
which such person has sole power to vote or to direct the vote,
shared power to vote or to direct the vote, sole power to dispose
or direct the disposition, or shared power to dispose or direct
the disposition.
Sole Shared Sole Power Shared Power
Reporting Person Voting Power Voting Power to Dispose to Dispose
The Estate of David Clark 0 1,171,072 0 1,171,072
Walter Clark 87,922 1,171,072 87,922 1,171,072
Caroline Clark 3,222 1,171,072 3,222 1,171,072
(c) On July 1, 2004, the Estate distributed 108,000 shares
of Common Stock to the beneficiaries thereof, and each of Walter
Clark and Caroline Clark received 27,000 shares of Common Stock
in such distribution. On July 7, 2004, Caroline Clark sold
26,000 shares of Common Stock in a number of market transactions,
as follows.
Number of Shares Price Per
Sold Share
65 $17.10
465 17.10
35 17.10
200 17.06
200 17.06
100 17.06
100 17.05
300 17.04
200 17.04
200 17.04
500 17.04
300 17.04
500 17.02
100 17.01
29 17.00
500 17.00
2,400 17.00
770 17.00
200 17.00
1,000 17.00
900 16.99
100 16.99
100 16.99
800 16.99
100 16.99
100 16.99
100 16.98
100 16.97
30 16.95
100 16.92
100 16.92
100 16.92
100 16.92
100 16.92
100 16.92
100 16.91
100 16.91
200 16.88
200 16.88
100 16.86
400 16.86
500 16.86
500 16.86
500 16.86
50 16.85
100 16.85
300 16.85
300 18.83
200 16.83
100 16.82
100 16.81
100 16.80
400 16.80
100 16.80
100 16.80
100 16.80
100 16.80
200 16.77
100 16.77
100 16.72
450 16.72
100 16.72
300 16.71
100 16.71
100 16.71
100 16.71
100 16.71
100 16.70
400 16.70
100 16.70
100 16.70
500 16.70
300 16.70
100 16.70
100 16.70
300 16.69
3,556 16.67
100 16.67
600 16.67
300 16.67
100 16.66
200 16.66
500 16.66
100 16.66
100 16.66
100 16.66
100 16.66
100 16.66
100 16.65
265 16.63
85 16.62
100 16.62
200 16.62
Totals 26,000
(d) The information set forth in Items 4 and 6 is
incorporated by reference herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The Estate has pledged 433,500 shares of Common Stock to the
Internal Revenue Service to secure estate tax obligations of the
Estate. In addition, the Estate has pledged 690,720 shares of
Common Stock to Peoples Bank to secure a loan obtained by the
Estate from that lender.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
Date: July 22, 2004 /s/ Walter Clark
Walter Clark, individually and as
Executor of the Estate of David
Clark
Date: July 22, 2004 /s/ Caroline Clark
Caroline Clark, individually and as
Executor of the Estate of David
Clark