U.S. Department of 

Transportation 

Office of the Secretary 

of Transportation 

February 13,2015 

Mr. Robert Cohn 

Mr. Patrick Rizzi 

Counsel for Aerodynamics Incorporated 

Hogan Lovells US LLP 

555 Thirteenth St. NW 

Washington, DC 20004 

Re: Docket DOT-OST-2014-0114 

Application of Aerodynamics Incorporated 

for a Certificate of Public Convenience and Necessity 

Dear Messrs. Cohn and Rizzi: 

1200 New Jersey Avenue SE 

Washington DC 20590 

Thank you for the information you submitted on February 5, 2015, on behalf of Aerodynamics 

Incorporated ("ADI") in response to the Department's order proposing to deny ADI's application 

for an interstate scheduled passenger certificate and to revoke its interstate and foreign charter 

passenger certificates. 

As you are aware, the Department takes seriously its responsibility to ensure that air carriers are 

fit to engage in air transportation. Our tentative findings in this case were based on AD I' s failure 

to demonstrate that it possesses the managerial competence necessary to oversee its current 

charter and proposed scheduled operations and the proper compliance disposition and regard for 

the laws and regulations governing its services. These findings stemmed from the involvement 

of Mr. Scott Beale, its sole owner, 1 President, Chief Executive Officer ("CEO"), and Chairman 

of the Board.2 

In this regard, the Department is highly encouraged that ADI has taken immediate action to 

alleviate some of the concerns raised by Order 2015-1-16. Specifically, ADI provided a letter 

from Mr. Beale stating that he had resigned as CEO, President, and Chairman of ADI; 

documentation appointing Mr. F. Darrell Richardson to serve as Mr. Beale's replacement as 

CEO, President, and Chairman, and appointing a new Board of Directors of ADI; and a 

declaration from Mr. Beale committing to sell his ownership interest in ADI and, during the time 

The information submitted in the docket with respect to the ownership of ADI reflected that Mr. Beale was the 

majority owner of ADI, holding 80 percent of the company's shares, with the remaining 20 percent held by 

Mr. Robert Ward. We note that in the company's response, ADI now states that Mr. Beale is, in fact, the sole owner 

of the company. 2 ADI is wholly owned by ADI Holdings Company, Inc., which in turn, is wholly owned by Aviation Capital 

Partners, LLC. Aviation Capital Partners, LLC is solely owned by Mr. Beale. Any reference made by the 

Department in this letter to ADl includes its parent companies. 
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necessary to find a suitable buyer, to place his shares in a voting trust that, in effect, limits his 

involvement in ADI to matters only related to their sale. 

As a result of the actions mentioned above, ADI requests that the Department issue an order 

authorizing the following actions: 

(1) Withdrawing the Show Cause Order and the threat to revoke ADI's interstate and 

foreign charter passenger air transportation certificates; 

(2) Confirming that, based on the management and board member changes already 

accomplished, ADI currently meets the Department's managerial and compliance 

disposition requirements; 

(3) Making clear that the Show Cause Order was not based in any way on the concerns 

about the safety of ADI's operations; 

(4) Providing 30 days for Mr. Beale to place his shares in the Companies into a voting 

trust acceptable to the Department; 

(5) Providing 120 days for the completion of the sale of the Companies; and 

(6) Indicating the Department's willingness to consider processing ADI's pending 

application for scheduled interstate air transportation certificate authority, subject to 

the submission of updated fitness information. 

The record, at this time, does not contain sufficient information that would result in or warrant 

the Department withdrawing its Show Cause Order and/or confirming AD I' s management and 

Board member changes to satisfy the Department's managerial and compliance disposition 

requirements. For example, more information is required concerning any relationships and 

agreements that Mr. Beale may have with ADI's new management and Board. Please see the 

attached Information Request. 

Concerning ADI's request that the Department afford it 30 days for Mr. Beale to place his shares 

in a voting trust and 120 days to complete the sale, the Department finds the requested time 

frames to be reasonable. The Department notes that while ADI has taken preliminary measures 

to insulate the company from any influence or undue control by Mr. Beale, his continued 

ownership interest still presents an issue with respect to ADI's fitness. Accordingly, based on 

the information provided by ADI, it is the Department's intention to defer further action within 

the timeframe ADI has requested, to allow Mr. Beale to sell his shares and allow the company to 

provide updated fitness information. 

With respect to the safety of ADI's operations, the Department wishes to clarify that ADI's 

safety was not in question or a factor in the Department's review. 

Thank you for your cooperation in this matter. If you have any questions regarding this letter or 

the requested information, please feel free to contact Catherine O'Toole of my staff at (202) 366-

9998. 
Sincerely, 

La aly 

Chie , Air Carrier Fitness Division 

Office of Aviation Analysis 

cc: Docket DOT-OST-2014-0114 

Mr. Alton Clamp 

Federal Aviation Administration 

Atlanta CM0-65 

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INFORMATION REQUEST 

AERODYNAMICS INCORPORATED 

1. Please provide an explanation and copy of all written agreements and a summary of all 

oral agreements between ADI and/or entities in which it is affiliated, and Mr. Scott 

Beale and/or entities of which he is affiliated. 

2. Please provide an explanation and copy of all written agreements and a summary of all 

oral agreements between Mr. Scott Beale and/or ADI and/or entities in which either are 

affiliated, and the air carrier's proposed board members and/or entities of which any 

proposed board member is affiliated? 

3. Please describe any blood, family, or legal relationships between Scott Beale and any 

proposed board members. 

4. Regarding the proposed Voting Trust and proposed trustee: 

a. Please provide an explanation and copy of all written agreements and a summary 

of all oral agreements between Mr. Scott Beale and/or ADI and/or entities in 

which either are affiliated and the proposed trustee. Moreover, please describe 

any blood, family, or legal relationships that exist between Mr. Scott Beale and 

the proposed trustee. 

b. Please provide citizenship certification for the proposed trustee. 

c. Please provide the compliance information for the proposed trustee pursuant to 

14 CFR 204.3 (1), (m), (o), (p), and (q) of our rules. 

5. Please describe the process and criteria used to select Mr. F. Darrell Richardson as 

ADI's President. 

6. Please describe the relationship between ADI and Business Aircraft Group, Inc. 

7. Please clarify whether ADI's request for 30 days for it to place Mr. Beale's shares in a 

trust and 120 days for the completion of the sale of these shares is meant to be 

concurrent or consecutive days. 

The information provided pursuant to this Information Request should be accompanied by the 

following certification: 

The contents of this application and the attached exhibit (s) are true and correct to the 

best of my knowledge and belief. Pursuant to Title 18 United States Code Section 1001, 

I [the individual signing the application, who shall be a principal owner, senior officer, 

or internal counsel of the applicant], in my individual capacity and as the authorized 

See Response to Show Cause Order 2015-1-6 at 4. ADI's proposed Board of Directors are Messrs. 

F. Darrell Richardson, Mickey Bowman, Kenneth Swieter, and Donald Greeson. 
2 

representative of the applicant, have not in any manner knowingly and willfully falsified, 

concealed or failed to disclose any material fact or made any false, fictitious, or 

fraudulent statement or knowingly used any documents which contain such statements in 

connection with the preparation, filing or prosecution of the application. I understand 

that an individual who is found to have violated the provisions of 18 U.S.C section 1001 

shall be fined or imprisoned not more than five years, or both.