SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
Airnet Systems, Inc.
- -------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Opportunity Partners LP
- -------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
- -------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- -------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
- -------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- -------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
- -------------------------------------------------------------
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
AUTHORIZATION TO CALL A SPECIAL MEETING OF STOCKHOLDERS OF AIRNET
SYSTEMS, INC.
Our names are Phillip Goldstein, Andrew Dakos and Pacific Coast
Investment Partners, LP (PCIP)James M. Chadwick. We are
shareholders of Airnet Systems, Inc. ("Airnet"). We are sending
this soliciting material to stockholders of Airnet of record on
April --, 2005. We are soliciting your authorization to request
a special meeting of stockholders be held to remove all the
directors and elect their replacements. In each of the last six
years, an annual meeting has been held no later than June 4. We
believe the directors should be removed and their replacements
elected because they have failed to address and remedy serious
concerns relating to the direction and management of the Company.
They have also failed to confirm that they will timely call an
annual meeting of the shareholdersstockholders this year to elect
directors, or provide a valid business reason why such a meeting
should be delayed; other than for the purpose of preventing the
shareholders from having a voice in and voting on the governance
of their company..
..
This authorization statement and the enclosed authorization card
are first being sent to shareholders of Airnet on or about May --
, 2005.
If you return an authorization card to us or to our agent, your
shares will aggregated with all other shareholders that also
return an authorization card. According to Airnet's code of
regulations, a special meeting of stockholders must be held if
requested by the holders of at least 50% of all outstanding
shares. You may revoke your authorization by delivering a
written revocation to us or to our agent. If and when we have
received unrevoked authorization cards from the holders of at
least 50% of all outstanding shares, we intend to deliver them to
Airnet's management which is then required to within fifteen days
fix a meeting date. If management does not fix a meeting date
within fifteen days, we shall fix a meeting date as set forth in
Airnet's code of regulations. If a special meeting is called, we
intend to solicit proxies to remove the directors and to elect
nominees of our choosing to replace them.
Phillip Goldstein, Andrew Dakos and James M. Chadwick, the
managing director of PCIP, are each investment managers. Mr.
Goldstein's address is 60 Heritage Drive, Pleasantville, NY
10570, Mr. Dakos' address is 43 Waterford Drive, Montville, NJ
07045 and Mr. Chadwick's address is 12220 El Camino Real, Suite
400, San Diego, CA 92130. As of April 13, 2005, Mr. Goldstein,
Mr. Dakos and Mr. Chadwick are deemed to be the beneficial owners
of 839,500, 191,900 and 503,900 shares of Airnet respectively
owned by each of them and their clients. All of their purchases
have been made since ------------------- and except for one share
held in record name, all of their shares are held in street name,
some of which are in margin accounts. Neither Mr. Goldstein, Mr.
Dakos nor PCIPMr. Chadwick has sold any shares.
We are making this solicitation personally. Persons affiliated
with or employed by us or our affiliates may assist us in the
solicitation of proxies. They will not receive any special
compensation for their services. We will ask banks and brokerage
firms that hold shares for beneficial owners to forward our
authorization material and the enclosed authorization card to the
beneficial owners and we will reimburse them for their reasonable
out-of-pocket expenses. Initially, we will bear all of the
expenses related to this solicitation. Because we believe that
shareholders will benefit from this solicitation, we intend to
seek reimbursement of our expenses from Airnet. Shareholders
will not be asked to vote on the reimbursement of our expenses,
which we estimate will be $15,000.
There is no arrangement or understanding involving us or any of
our affiliates that relates to future employment by or any future
transaction with Airnet or any of its affiliates.
DATED: May --, 2005
AUTHORIZATION CARD
Authorization Solicited by Phillip Goldstein, Andrew Dakos and
Pacific Coast Investment Partners, LPJames M. Chadwick (PCIP) to
Request a Special Meeting of Stockholders of Airnet Systems, Inc.
The undersigned hereby authorizes Phillip Goldstein, Andrew Dakos
and PCIPJames M. Chadwick to request that a special meeting of
stockholders of Airnet Systems, Inc. be held to (1) remove all
the directors and (2) elect their replacements.
Please sign and date below. The undersigned hereby acknowledges
receipt of the authorization statement dated May --, 2005 of
Phillip Goldstein, Andrew Dakos and PCIPJames M. Chadwick.
SIGNATURE (S)_________________________________ Dated:
_______________