UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)
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)
August 02, 2004
(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
1,071,072
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,071,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,072
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
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
60,922
8 SHARED VOTING POWER
1,071,072
9 SOLE DISPOSITIVE POWER
60,922
10 SHARED DISPOSITIVE POWER
1,071,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,131,944
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
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
1,071,072
9 SOLE DISPOSITIVE POWER
3,222
10 SHARED DISPOSITIVE POWER
1,071,072
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,294
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0%
14 TYPE OF REPORTING PERSON*
IN
Preliminary Note
This Amendment No. 1 on Schedule 13D/A (this "Amendment")
amends the statement of beneficial ownership on Schedule 13D (the
"Initial Statement") dated July 22, 2004 filed by the Estate of
David Clark and by Walter Clark and Caroline Clark, the executors
of the Estate of David Clark (the "Reporting Persons") with
respect to the common stock, $.25 par value per share ("Common
Stock"), of Air T, Inc. This Amendment reports recent
transactions in the Common Stock by the Reporting Persons and
amends and restates each item included in the Initial Statement
to the extent information in that item has changed.
Item 5 Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed to beneficially
own the 1,071,072 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 1,071,072 shares of
Common Stock held by the Estate constitute 39.9% of the
outstanding shares of Common Stock. Caroline Clark may be deemed
to own 1,074,294 shares of Common Stock, or 40.0% of the
outstanding shares of Common Stock. Walter Clark may be deemed
to own 1,131,994 shares of Common Stock, or 41.4% 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 Shared
Reporting Person Voting Voting Power to Power to
Power Power Dispose Dispose
The Estate of David Clark 0 1,071,072 0 1,071,072
Walter Clark 60,922 1,071,072 60,922 1,071,072
Caroline Clark 3,222 1,071,072 3,222 1,071,072
(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 Sold Price Per 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
Total 26,000
On August 2, 2004, Walter Clark sold 27,000 shares of Common
Stock in market transactions as follows:
Number of Shares Sold Price Per Share
14,600 $13.25
3,500 12.33
5,000 13.90
1,200 12.65
1,000 12.62
1,600 12.70
100 13.01
Total: 27,000
On August 2, 2004, the Estate of David Clark sold 100,000 shares
of Common Stock in market transactions as follows:
Number of Shares Sold Price Per Share
3,555 $12.04
3,000 12.07
200 12.08
800 12.09
1,000 12.11
300 12.12
20 12.15
80 12.16
2,200 12.20
800 12.25
200 12.26
300 12.28
700 12.30
600 12.31
100 12.32
2,000 12.35
300 12.36
600 12.37
600 12.38
1,000 12.40
300 12.41
1,600 12.43
100 12.55
200 12.56
400 12.60
500 12.71
6,145 12.75
5,396 12.80
100 12.81
100 12.82
450 12.83
900 12.86
2,800 12.88
300 12.89
9,340 12.95
100 12.97
400 12.99
5,000 13.00
1,100 13.01
2,014 13.02
2,000 13.35
8,835 13.40
100 13.49
5,500 13.50
100 13.75
9,062 14.00
688 14.03
1,450 14.05
700 14.06
400 14.07
100 14.08
7,000 14.10
5,636 14.15
2,829 14.30
100,000
(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. A portion of the shares pledged to
Peoples Bank was released from the pledge in connection with the
sale of shares by the Estate on August 2, 2004. The Estate
intends to apply a portion of the net proceeds of its sale of
shares of Common Stock on August 2, 2004 to discharge the
obligations to the Internal Revenue Service and Peoples Bank that
are secured by the pledge of shares described above. Upon
payment of these obligations, all of these shares will be
released from these pledges.
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: August 4, 2004 /s/ Walter Clark
Walter Clark, individually and as
Executor of the Estate of David
Clark
Date: August 4, 2004 /s/ Caroline Clark
Caroline Clark, individually and as
Executor of the Estate of David
Clark