UNITED STATES
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 March 30, 1999
(Date of earliest event reported) (March 30, 1999)
VANGUARD AIRLINES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-27034 48-1149290
(State or other jurisdiction (Commission (I.R.S. of Employer
Incorporation) File Number) Identification No.)
533 Mexico City Avenue
Kansas City International Airport
Kansas City, Missouri 64153
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(913) 789-1388
_________________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Vanguard Airlines, Inc. (the "Company") issued a press
release on March 30, 1999, a copy of which is attached hereto as
Exhibit 99 and is incorporated herein by reference, announcing a
proposed one-for-five reverse stock split.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following Exhibits are filed with this
report:
Exhibit No. Description
99 Press Release, issued March 30, 1999.
SIGNATURES
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.
VANGUARD AIRLINES, INC.
By: /S/ Robert J. Spane
Robert J. Spane,
President and Chief
Executive Officer
Date: March 30, 1999
FOR IMMEDIATE RELEASE
MARCH 30, 1999
Contact: Rana Walker
(913) 789-1410
VANGUARD AIRLINES, INC. ANNOUNCES PROPOSED REVERSE STOCK SPLIT
Vanguard Airlines, Inc. (the "Company" or "Vanguard") (OTC: VNGD)
announced today that its Board of Directors has approved a one-
for-five reverse stock split of the Company's Common Stock,
$0.001 par value per share, subject to approval by the
stockholders at the Annual Meeting to be held on May 18, 1999.
The reverse stock split will effectively reduce the number of
shares of Common Stock issued and outstanding to approximately
17,078,549 shares. No fractional shares of new Common Stock will
be issued as a result of the reverse stock split. Any fractional
shares will be redeemed for cash. The shares of the Company's
Series A Convertible Preferred Stock, par value $0.001 per share
outstanding, will be adjusted to effect the one-for-five reverse
stock split.
Robert J."Rocky" Spane, President and CEO of Vanguard, said, "Our
financial turnaround from an operating loss of $25.4 million in
1997 to an operating profit of $1.5 million in 1998, backed by
our strong advance bookings in 1999, suggests the time is right
to engage in a reverse stock split and seek a listing on either
the Nasdaq SmallCap Stock Market or the American Stock Exchange.
This step is another positive indication of the progress Vanguard
has made over the last 12 months."
The proposed reverse stock split is intended to result in a price
level for the Common Stock that will permit listing on either the
Nasdaq SmallCap Market or the American Stock Exchange and
increase investor interest in the Company's Common Stock. The
Company has filed an application with the Nasdaq Stock Market to
list its shares on either the Nasdaq SmallCap Stock Market or the
American Stock Exchange. However, there can be no assurance
that the price of the Company's Common Stock after the reverse
Vanguard Airlines . 7000 Squibb Road . Mission . KS . 66202
Tel: (913) 789-1388 . Fax: (913) 789-1779
www.flyvanguard.com
<PAGE>
stock split will increase in an amount proportionate to the
decrease in the number of outstanding shares or that the Company
will be successful with its application for listing on either the
Nasdaq SmallCap Stock Market or the American Stock Exchange.
Other matters to be voted on at the Annual Meeting will be the
election of a director and ratification of the Board's selection
of the independent auditor.
Vanguard, which began service in December 1994 and is
headquartered in Kansas City, is a low-fare, passenger airline
providing convenient, scheduled jet service. Vanguard serves the
following nine cities: Atlanta, Chicago-Midway, Cincinnati
(effective April 15, 1999), Dallas/Ft. Worth, Denver, Kansas
City, Minneapolis/St. Paul, Myrtle Beach and Pittsburgh. The
Company employs approximately 800 full-time equivalent employees
and currently operates a fleet of eleven Boeing 737-200's. The
Company has signed letters of intent for three replacement
aircraft, with anticipated delivery dates in the second half of
1999. For more information on Vanguard, please visit our web
site at www.flyvanguard.com.
This press release contains forward-looking statements that
involve risks and uncertainties. Such forward-looking statements
are made based on management's belief, as well as assumptions
made by, and information currently available to, management
pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual
results may differ significantly from those currently
anticipated. Factors that may cause such differences include,
but are not limited to, general economic conditions, the cost of
jet fuel, the Company's ability to secure additional financing,
the occurrence of events involving other low-fare carriers,
potential changes in government regulation of airlines or
aircraft, aircraft availability and delivery issues, actions
taken by other airlines, particularly with respect to scheduling
and pricing in the Company's current or future routes and
unanticipated Year 2000 Compliance costs and expenses.
Vanguard Airlines . 7000 Squibb Road . Mission . KS . 66202
Tel: (913) 789-1388 . Fax: (913) 789-1779
www.flyvanguard.com
