UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
AERO SYSTEMS ENGINEERING, INC.
(Name of Issuer)
COMMON STOCK, $.20 PAR VALUE
(Title of Class of Securities)
007692 10 6
(CUSIP Number)
MINNESOTA ASE, LLC
C/O LAURENCE E. GAMST
DIVINE SCHERZER & BRODY, LTD.
222 SO. 9TH STREET, SUITE 3000
MINNEAPOLIS, MN 55402
(612) 630-5064
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 25, 2001
(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(b)(3) or (4), check the following box [__].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the commission. See Rule 13d(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
(Continued on following page(s))
SCHEDULE 13D
-------------------------------- ----------------------------------
CUSIP NO. 007692 10 6 PAGE __2__ OF __7__ PAGES
-------------------------------- ----------------------------------
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1 NAMES OF REPORTING PERSONS; S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Minnesota ASE, LLC IRS Identification No.: 41-2015230
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,245,000 shares
------------ -------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 shares
------------ -------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,245,000 shares
------------ -------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,245,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.0 % (1)
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14 TYPE OF REPORTING PERSON*
OO - Limited Liability Company
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Assumes a total of 4,401,625 shares outstanding based on the amount reported
in Aero Systems Engineering, Inc.'s most recent Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2001.
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement relates to the common stock, par value $.20 per share
(the "Common Stock"), of Aero Systems Engineering, Inc. ("Issuer"), a Minnesota
corporation, having its principal executive offices at 358 East Fillmore Avenue,
St. Paul, Minnesota 55107.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
(a) This Schedule 13D is being filed on behalf of Minnesota ASE, LLC
("Minnesota ASE"). Minnesota ASE is a Minnesota limited liability company with
its principal office located at 3000 Dain Rauscher Plaza, 60 South Sixth Street,
Minneapolis, Minnesota 55402. Minnesota ASE was formed for the express purpose
of acquiring a 51% stock interest in the Issuer. The members (the "Members") of
Minnesota ASE are:
(i) Laurence E. Gamst is an individual with a business address
of 222 South 9th Street, Suite 3000, Minneapolis, Minnesota 55402. Mr.
Gamst is an accountant and managing partner of Divine, Scherzer &
Brody, Ltd. and is the initial Chief Manager/President, Secretary and
Treasurer of Minnesota ASE, LLC.
(ii) James Kowalski is an individual with a business address
of 33 South Syndicate, St. Paul, Minnesota 55105. Mr. Kowalski is the
principal shareholder of Kowalski's Markets, a supermarket chain in the
Twin Cities, and is a member of Minnesota ASE, LLC.
(iii) Thomas L. Auth is an individual with a residential
address of 8 Evergreen Road, North Oaks, Minnesota 55127. Mr. Auth is a
director of numerous corporations, both publicly and privately held,
including Interlogix, Inc., MedAmicus, Inc., Ergodyne Corporation, EH
Publishing, Inc., Vomela Speciality Company and CompU-Shop, Inc.
(iv) Hart Kuller is an individual with a business address of
30 South 7th Street, Suite 3200, St. Paul, Minnesota 55101. Mr. Kuller
is a lawyer and a shareholder of Winthrop & Weinstine, P.A., a
Professional Association, and a member of Minnesota ASE, LLC.
(v) Edward J. Drenttel is an individual with a business
address of 60 South 6th Street, Suite 3000, Minneapolis, Minnesota
55402. Mr. Drenttel is a lawyer and a shareholder of Winthrop &
Weinstine, P.A., a Professional Association, and a member of Minnesota
ASE, LLC.
(vi) Patrick W. Weber is an individual with a business address
of 60 South 6th Street, Suite 3000, Minneapolis, Minnesota 55402. Mr.
Weber is a lawyer and a shareholder of Winthrop & Weinstine, P.A., a
Professional Association, and a member of Minnesota ASE, LLC.
(b) See (a) above.
Page 3 of 7 Pages
(c) See (a) above.
(d) See (e) below.
(e) Minnesota ASE and the Members have not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have they been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceedings were or are 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 violation with respect to such laws.
(f) Minnesota ASE is a Minnesota limited liability company and the
Members are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
On September 25, 2001, Minnesota ASE purchased 2,245,000 shares (the
"Shares") of the Issuer's Common Stock from Celsius Inc., a Delaware corporation
("Celsius"), for a purchase price of $1,908,250 ($0.85 per share) pursuant to
the terms and conditions of that certain stock purchase agreement (the "Stock
Purchase Agreement"), undated and attached hereto as Exhibit A. Concurrently,
Minnesota ASE also loaned $2,600,000 to the Issuer for short term borrowing
needs pursuant to a Promissory Note, attached hereto as Exhibit B. The funds
used by Minnesota ASE to purchase the Shares and to loan $2,600,000 to the
Issuer consisted of working capital as well as loans by the Members. Minnesota
ASE's working capital consisted solely of the capital contributions of the
Members to Minnesota ASE. Mr. Kowalski contributed $750,000, as his capital
contribution, from his personal funds and loaned $690,000 to Minnesota ASE. Mr.
Auth contributed $500,000, as his capital contribution, from his personal funds
and loaned $460,000 to Minnesota ASE. Mr. Kuller contributed $300,000, as his
capital contribution, from his personal funds and loaned $276,000 to Minnesota
ASE. Mr. Gamst contributed $100,000, as his capital contribution, from his
personal funds and loaned $1,532,000 to the Issuer. Mr. Drenttel contributed
$50,000 (borrowed from Richfield Bank & Trust Co.), as his capital contribution,
and loaned $46,000 to Minnesota ASE. Mr. Weber contributed $50,000, as his
capital contribution, consisting of $25,000 from his personal funds and $25,000
borrowed from Wells Fargo, N.A. and loaned $46,000 to Minnesota ASE. All of the
foregoing loans to Minnesota ASE by the Members were funded by loans from the
National City Bank of Minneapolis to the Members except for Mr. Gamst who
borrowed $1,440,000 from Richard Hoel and $92,000 from National City Bank of
Minneapolis. It may well be the case that at some future date a portion of Mr.
Hoel's loan to Mr. Gamst will be repaid and then invested by Mr. Hoel into
equity ownership in Minnesota ASE. Documentation evidencing these loans to
Minnesota ASE by the Members are attached hereto as Exhibit C. Documentation
evidencing the loans to the Members by National City Bank of Minneapolis and Mr.
Hoel is attached hereto as Exhibit D. Documentation evidencing the loans to
Messrs. Drenttel and Weber to fund their equity contribution to Minnesota ASE is
attached hereto as Exhibit E.
Page 4 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Minnesota ASE purchased the Shares with the intention of obtaining
majority control of the Issuer. Based upon the results of its ongoing review of
the Issuer's operations and economic and other considerations, including the
availability of, and alternate uses of, investment funds, Minnesota ASE may
determine to acquire additional Shares, to sell Shares, or to make other changes
in the operations of the Issuer including changing the number of directors on
the Board. However, aside from acquiring seats on the Issuer's Board and
increasing the number of directors on the Board, Minnesota ASE does not, at this
time, have any plans or proposals that would relate to, or would result in, any
transaction, change or other occurrence with respect to the Issuer or the Shares
as is listed on paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) Minnesota ASE, LLC is the beneficial owner of 2,245,000 shares of
Common Stock, all of which have been acquired pursuant to the terms and
conditions of the Stock Purchase Agreement. The total number of shares of Common
Stock beneficially owned by Minnesota ASE, LLC represents 51.0% of the shares of
Common Stock outstanding.
The number of shares beneficially owned and the percentages of
outstanding shares represented thereby, for Minnesota ASE, LLC have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
4,401,625 shares of Common Stock of the Issuer outstanding as reported in the
Issuer's most recent Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2001.
(b) Minnesota ASE, LLC has the sole power to vote and to dispose of or
to direct the voting or to direct the disposition of the Common Stock of the
Issuer beneficially owned by it, subject to the terms and conditions of that
certain Pledge Agreement dated September 21, 2001 by and between Minnesota ASE
and Celsius attached hereto as Exhibit F.
(c) Information with respect to transactions in the Common Stock of the
Issuer that were effected during the last sixty (60) days by the Reporting
Person is set forth below:
Shares Price
Acquired Per Where
Name of Person Date (Disposed of) Share Transacted
-------------- ---- ------------- ----- ----------
Minnesota ASE, LLC September 25, 2,245,000 $0.85 Stock Purchase
2001 Agreement
(d) No other person has the right to receive dividends from, or the
proceeds from the sale of, the Shares held by Minnesota ASE, LLC.
Page 5 of 7 Pages
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
---------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between or among Minnesota ASE and/or the Members with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit A. Stock Purchase Agreement by and between Celsius Inc.,
a Delaware Corporation, and Minnesota ASE, LLC, a
Minnesota limited liability company, undated.
Exhibit B. Promissory Note from the Issuer, dated September 21,
2001.
Exhibit C. Promissory Notes from Minnesota ASE, dated September
21, 2001.
Exhibit D. Loan documents for loans to the Members for funding
loans to Minnesota ASE.
Exhibit E. Loan documents for equity investment in Minnesota
ASE.
Exhibit F. Pledge Agreement, dated September 21, 2001.
Page 6 of 7 Pages
SIGNATURE
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.
Dated: October 3, 2001.
MINNESOTA ASE, LLC
/s/ Laurence E. Gamst
----------------------------------------
By: Laurence E. Gamst
Its: Chief Manager/President
Page 7 of 7