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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec.
240.14a-12
Airnet Systems, Inc.
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(Name of Registrant as Specified in its Charter)
Phillip Goldstein
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(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:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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.
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1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
AUTHORIZATION BY PHILLIP GOLDSTEIN, ANDREW DAKOS AND PACIFIC
COAST INVESTMENT PARTNERS, LP TO CALL A SPECIAL MEETING OF
STOCKHOLDERS OF AIRNET SYSTEMS, INC.
Our names are Phillip Goldstein, Andrew Dakos and Pacific Coast
Investment Fund, L.P. ("PCI Fund"). James M. Chadwick. We are
stockhareholders of Airnet Systems, Inc. ("Airnet"). We are
sending this soliciting material to stockholders of Airnet of
record as ofon April 11--, 2005, a date we arbitrarily selected.
We are soliciting your authorization to request that a special
meeting of stockholders be held to remove all five of the
Airnet's directors and to elect their replacements. In each of
the last six years, an annual meeting to elect all directors for
one year has been been called in April and held no later than
June 4. Under Airnet's code of regulations, which are attached
hereto as Exhibit 1, stockholders may remove any director for
cause at any time and elect a replacement. We believe the
directors should be removed and their replacements We believe
that a special meeting is necessary elected because the
directorsy have effectively extended their tenure unilaterally by
failinged 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 the
shareholdersstockholders this year to elect directors, which such
meeting has historically been called in April of the relevant
year., 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. If a special meeting is called, we intend to
distribute a notice of the meeting to stockhareholders (unless
management does so) and to solicit proxies to remove the
directors and to elect nominees whom we have not yet selected to
be elected to replace them. In connection with that proposal we
intend to distributeOur proxy soliciting material that will set
forth in full the reasons for removing the existing directors and
replacing them with our nominees.
..
This authorization statement and the enclosed authorization card
are first being sent to stockhareholders of Airnet on or about
May 4--, 2005.
If you return an authorization card to us or to our agentin the
enclosed self-addressed envelope, your shares will be aggregated
with those of all other stockhareholders that also return an
authorization card. According to Airnet's code of regulations, a
special meeting of stockholders must be held if requested by
stockthe holders of at least 50% of all outstanding shares (which
totaled 10,118,583 as of March 28, 2005). You may revoke your
authorization by delivering a written revocation to us or to our
agentat any time. However, if and when . If and when we have
received unrevoked authorization cards from the stockholders
owningof at least 50% of all outstanding shares, , we intend to
promptly deliver them to Airnet's management which is then
required to, within fifteen days, to fix a meeting date. If
management does not fix a meeting date within fifteen days, then,
as allowed in the code of regulations, we shall fix a meeting
date as set forth in Airnet's code of regulations. If a special
meeting is called, we intend to distribute a notice of the
meeting to shareholders (unless management does so) and to
solicit proxies to remove the directors and to elect elect
nominees whom we have not yet selected to be elected of our
choosing to replace them. Please note that the enclosed
authorization card does not authorize us to vote your shares at
any meeting.
Phillip Goldstein, andAND Andrew Dakos and James M. Chadwick are
each investment managers. . PCI Fund, which is a limited
partnership organized under the laws of the State of California,
is a private investment fund whose general partner is Pacific
Coast Investment Partners, LLC (PCI Partners). As the general
partner of PCI Fund, PCI Partners has the power to vote and
dispose of the sShares held by PCI Fund. Mr. Goldstein's address
is 60 Heritage Drive, Pleasantville, NY 10570, Mr. Dakos' address
is 43 Waterford Drive, Montville, NJ 07045 and PCI Fund'sMr.
Chadwick's address is 12220 El Camino Real, Suite 400, San Diego,
CA 92130. As of April 13, 2005, Mr. Goldstein, Mr. Dakos, and
PCI FundMr , and Nadel and Gussman Combined Funds LLC ("NGCF")
(collectively the "Beneficial Owners"). Chadwick are deemed to
be the beneficial owners of 839,500, 191,900, and 480,600, and
23,300503,900 shares of Airnet respectively owned by each of them
and/or their clients. Pursuant to a contract with NGCF, filed as
Exhibit 2 to the April 15, 2005 Schedule 13D filed by the
Beneficial Owners, PCI Partners has the sole power to dispose of
the shares beneficially owned by NGCF. All of their purchases
have been made since August 2004------------------- 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 PCI Fund nor NGCFMr. 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, of which about $5,000 has been
spent.
There is no arrangement or understanding involving us or any of
our affiliates that relates to Airnet's securities or to any
future employment by or any future transaction with Airnet or any
of its affiliates.
DATED: May 4--, 2005
AUTHORIZATION CARD
Authorization Solicited by Phillip Goldstein, Andrew Dakos and
Pacific Coast Investment Partners, LLCJames M. Chadwick (PCI
Partners) to Request a Special Meeting of Stockholders of Airnet
Systems, Inc.
The undersigned hereby authorizes Phillip Goldstein, Andrew Dakos
and PCI PartnersJames M. Chadwick to request that a special
meeting of stockholders of Airnet Systems, Inc. be held as soon
as practicable 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 4--, 2005 of
Phillip Goldstein, Andrew Dakos and PCI PartnersJames M.
Chadwick.
SIGNATURE (S)_________________________________ Dated:
_______________
AUTHORIZATION CARD
Authorization Solicited by Phillip Goldstein, Andrew Dakos and
Pacific Coast Investment Partners, LLC (PCI Partners) to Request
a Special Meeting of Stockholders of Airnet Systems, Inc.
The undersigned hereby authorizes Phillip Goldstein, Andrew Dakos
and PCI Partners to request that a special meeting of
stockholders of Airnet Systems, Inc. be held as soon as
practicable 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 4, 2005 of
Phillip Goldstein, Andrew Dakos and PCI Partners.
SIGNATURE (S)_________________________________ Dated:
_______________