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) September 10,
1996
Vanguard Airlines, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-27034 48-1149290
(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
(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 September 10, 1996,
announcing the completion of its private placement of units of
securities, each unit consisting of the Company's common stock,
par value $.001, and a redeemable common stock purchase warrant
and that the Company has satisfied the requirements outlined by
the Nasdaq Stock Market and believes Nasdaq will grant the
Company continued listing on the Nasdaq SmallCap Market. A copy
of the press release in connection with these announcements is
attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements
Attached hereto as Exhibit 99.1 is a Statement of
Operations and Balance Sheet as of July 31, 1996 with pro forma
adjustments to reflect the completion of the Company's private
placement of securities.
Exhibits.
99.2 Press release dated September 10, 1996.
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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 September 10, 1996.
VANGUARD AIRLINES, INC.
By /s/ Robert J. McAdoo
Robert J. McAdoo
Chairman of the Board, President and
Chief Executive Officer
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Sequential
Numbers Description Page Number
99.1 Statement of
Operations and
Balance Sheet as
of July, 31, 1996
99.2 Press release dated
September 10, 1996
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EXHIBIT 99.1
[CAPTION]
VANGUARD AIRLINES, INC.
PRO FORMA BALANCE SHEET
JULY 31, 1996
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,366,074
Restricted cash 2,025,000
Accounts receivable, less allowance of
$197,000 at July 31, 1996 2,208,652
Inventory 699,996
Prepaid expenses and other current
assets 4,890,593
Total current assets 17,105,315
Property and equipment at cost:
Aircraft improvements and leasehold
costs 3,450,494
Reservation system and communications
equipment 1,294,975
Other property and equipment 2,972,529
7,717,998
Less accumulated depreciation and
amortization -1,908,804
5,809,194
Other assets:
Leased aircraft deposits 1,506,000
Fuel and security deposits 756,156
Other assets 585,835
2,847,991
Total assets $25,762,500
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,600,000
Accounts payable 6,968,305
Accrued expenses 3,560,967
Accrued maintenance 4,188,516
Air traffic liability 5,280,839
Current portion of capital lease
obligations 119,811
Total current liabilities 22,633,438
Capital lease obligations, less
current portion 111,104
Stockholders' equity:
Common Stock, $.001 par value;
authorized 15,000,000; issued
and outstanding shares - 8,659,603 9,980
Additional paid-in capital 26,618,032
Accumulated deficit -23,506,667
3,121,345
Deferred stock compensation -103,148
Treasury stock -239
Total stockholders' equity 3,017,958
Total liabilities and stockholders' equity $25,762,500
</TABLE>
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<TABLE>
VANGUARD AIRLINES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Month Seven Months
ended ended
July 31, 1996 July 31, 1996
<S> <C> <C>
Operating revenues:
Passenger revenue $7,613,377 $41,200,421
Other 139,729 1,337,733
Total operating revenues 7,753,106 42,538,154
Operating expenses:
Flying operations 1,455,121 9,746,678
Fuel 1,525,229 8,716,211
Maintenance 1,179,352 7,723,641
Passenger service 612,650 3,675,710
Aircraft and traffic
servicing 1,299,896 8,910,284
Promotion and sales 1,289,346 8,649,272
General and administrative 337,184 2,153,927
Depreciation and
amortization 123,998 833,295
Total operating expenses 7,822,776 50,409,018
Net operating loss (69,670) (7,870,864)
Other income (expense):
Interest income 7,763 40,784
Interest expense (8,641) (38,600)
Total other income
(expense), net (878) 2,184
Net loss ($70,548) ($7,868,680)
Net loss per share (.01) (.92)
Weighted average common
and common equivalent
shares outstanding 8,654,199 8,575,907
</TABLE>
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EXHIBIT 99.2
PRESS RELEASE
CONTACT: Randy Smith (816) 243-2113
FOR IMMEDIATE RELEASE
VANGUARD ANNOUNCES COMPLETION OF PRIVATE PLACEMENT
KANSAS CITY, MO---September 10, 1996---Vanguard Airlines, Inc.
(the "Company") (NASDAQ: VNGDC) announced today that it completed
its private placement of units of securities (the "Units"), each
Unit consisting of the Company's common stock, par value $.001,
and a redeemable common stock purchase warrant. The Company has
satisfied the requirements outlined by the Nasdaq Stock Market
and believes Nasdaq will grant the Company continued listing on
the Nasdaq SmallCap Market.
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 Airlines, 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.
Vanguard will begin service to Cincinnati and Phoenix on October
3, 1996 and begin service to Seattle on October 10, 1996. 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 737-200s.
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