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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 16, 1996
Vanguard Airlines, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27034 48-1149290
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
30 N.W. Rome Circle, Mezzanine Level, Kansas City International Airport,
Kansas City, Missouri 64153
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(Address of principal executive offices including zip code)
Registrant's telephone number, including area code (816) 243-2100
Page 1 of 4
Exhibit at Page 4
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ITEM 5. OTHER EVENTS.
The Company issued a press release on August 5, 1996, announcing the
appointment of William A. Garrett as Vice President-Finance and Chief Financial
Officer and Brian S. Gillman as Vice President and General Counsel of the
Company. The Company also announced its termination of the employment
relationship with Fred L. deLeeuw, Vice President-Finance and Chief Financial
Officer. In addition, the Company announced second quarter earnings and its
revision to its previously reported financial results for the first quarter of
1996. A copy of the press release in connection with these announcements is
attached hereto as Exhibit 99.1.
The Company issued a press release on August 5, 1996, announcing its
intention to seek additional time for meeting Nasdaq's continued listing
requirements. A copy of the press release is attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Press release dated August 5, 1996.
99.2 Press release dated August 5, 1996.
2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized, in the City of Kansas City, State of
Missouri, on August 5, 1996.
VANGUARD AIRLINES, INC.
By /s/ Robert J. McAdoo
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Robert J. McAdoo
Chairman of the Board, President and
Chief Executive Officer
3.
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Sequential
Numbers Description Page Number
- ------- ----------- -----------
99.1 Press release dated
August 5, 1996
99.2 Press release dated
August 5, 1996
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EXHIBIT 99.1
PRESS RELEASE
CONTACT: Randy Smith (816) 243-2113
FOR IMMEDIATE RELEASE
VANGUARD ANNOUNCES NEW MEMBERS OF MANAGEMENT TEAM AND
SECOND QUARTER RESULTS
KANSAS CITY, MO---August 5, 1996---Vanguard Airlines, Inc. (the "Company")
(NASDAQ: VNGD) announced today that William A. Garrett was appointed Vice
President-Finance and Chief Financial Officer effective July 16, 1996. Mr.
Garrett replaces Fred L. deLeeuw as Vice President-Finance and Chief Financial
Officer of the Company. Mr. Garrett joined Vanguard on June 17, 1996 as its
Corporate Controller. Prior to joining Vanguard, Mr. Garrett was a Senior
Manager at Ernst & Young LLP. To further supplement its management team,
Vanguard also announced today that Brian S. Gillman was appointed Vice President
and General Counsel effective July 17, 1996. Prior to joining the Company, Mr.
Gillman was associated with the law firm of Stinson, Mag & Fizzell, P.C., Kansas
City, Missouri.
Bob McAdoo, Chairman and CEO of Vanguard said, "I am very pleased that Bill
Garrett and Brian Gillman have joined the Vanguard team. With their assistance
we will continue our efforts to improve the Company's financial performance."
The Company announced second quarter results today. The Company's net loss for
second quarter of 1996 was $1.9 million ($.23 per share) compared to a second
quarter 1995 net loss of $2.2 million ($.32 per share). Total operating
revenues for second quarter 1996 increased 145% to $20.7 million as compared to
$8.4 million for second quarter 1995.
Bob McAdoo, Chairman, and CEO, said: "Although our loss in the second quarter
was smaller than in the same period last year, we are clearly not satisfied with
these results. The consumer reaction to the ValuJet crash significantly reduced
our sales in May and June of this year. Since then, our sales have generally
recovered and we are seeking to make continued progress in our efforts to become
profitable."
The Company also announced that it has revised its previously reported 1996
first quarter results. Certain accounts payable and accrued liabilities should
more appropriately have been recorded in the first quarter. These amounts
primarily relate to maintenance, passenger service and certain contract services
costs that were incurred as of March 31, 1996, but not recorded as of that date.
These amounts have been included in the first quarter results and an amended
Form 10-Q will be filed by the Company. The net loss previously reported by the
Company of $4.7 million ($.55 per share) will be increased to $5.9 million ($.69
per share).
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This press release contains forward-looking statements that involve risks and
uncertainties. The actual results may differ significantly from those
currently anticipated. Factors that may cause such differences include, but are
not limited to, general economic conditions, competition and fuel costs.
Vanguard, which began service in December 1994 and is headquartered in Kansas
City, is a low-price, short- to medium-haul passenger airline providing
convenient, scheduled jet service to 10 cities throughout the West, Rocky
Mountains and Midwest. Vanguard currently serves Chicago-Midway, Dallas/Ft.
Worth, Denver, Des Moines, Kansas City, Los Angeles, Minneapolis/St. Paul, Salt
Lake City, San Francisco and Wichita. In addition, Vanguard operates some
charter services. The Company currently employs 568 people and operates a fleet
of eight aircraft, consisting two Boeing 737-300s and six Boeing-200s.
2
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EXHIBIT 99.2
PRESS RELEASE
CONTACT: Randy Smith (816) 243-2113
FOR IMMEDIATE RELEASE
VANGUARD AIRLINES TO SEEK ADDITIONAL TIME FOR MEETING NASD
CONTINUED LISTING REQUIREMENTS
KANSAS CITY, MO---August 5, 1996---Vanguard Airlines, Inc. (the "Company")
(NASDAQ: VNGD) today indicated that it will seek consideration by Nasdaq of the
Company's request for an extension of time to meet the minimum net worth
requirements for continued listing on the Nasdaq SmallCap Market. The NASD
staff recently turned down an extension request by the Company, beyond an
original extension that was granted through July 31, 1996. The Company intends
to pursue various alternatives to satisfy this net worth requirement. Should
these requirements not be satisfied before the soon to be scheduled hearing, or
should Nasdaq fail to grant a further extension of time to allow the Company to
become compliant, the common shares of Vanguard Airlines would no longer be
eligible for listing on the Nasdaq SmallCap Market and would then be listed on
the OTC Bulletin Board.
This press release contains forward-looking statements that involve risks and
uncertainties. The actual results may differ significantly from those
currently anticipated. Factors that may cause such differences include, but are
not limited to, general economic conditions, competition and fuel costs.
Vanguard, which began service in December 1994 and is headquartered in Kansas
City, is a low-price, short- to medium-haul passenger airline providing
convenient, scheduled jet service to 10 cities throughout the West, Rocky
Mountains and Midwest. Vanguard currently serves Chicago-Midway, Dallas/Ft.
Worth, Denver, Des Moines, Kansas City, Los Angeles, Minneapolis/St. Paul, Salt
Lake City, San Francisco and Wichita. In addition, Vanguard operates some
charter services. The Company currently employs 568 people and operates a fleet
of eight aircraft, consisting two Boeing 737-300s and six Boeing-200s.
