Securities and Exchange Commission
Washington, D.C. 20549
-----------------------------------
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-1
Reno Air, Inc.
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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<PAGE>
May 1, 1997
Form Letter to Certain Shareholders
As a key shareholder in Reno Air, Inc., I am writing to request your support for
both the Proposal to Amend and Restate the 1992 Stock Option Plan and the
Proposal to Adopt the Reno Air Director Stock Option Plan. These resolutions
will result in an increase to the number of options available for grant to an
additional 1.7 million shares for Reno Air employees, and an additional 300,000
shares for current and future outside Directors of our Company. More information
can be found in the 1997 proxy on pages 12-14.
These proposals were submitted after long and careful consideration. We believe
they deserve your support for the following reasons:
It is in the best interest of shareholders to maintain a strong and
on-going linkage between employee performance and the creation of
stockholder value through incentive programs that reward Company
performance and profitability.
Our proposal will allow the continued implementation of broad-based
employee performance reward programs below the executive level, and will
allow key contributors to attain a proportionately larger equity ownership
position over time.
Incentive stock options at Reno Air are a significant benefit to
employees, and the continued use of such options allows the Company to
maintain cash compensation at a conservative level.
Reno Air has successfully implemented an employee compensation structure that
enables the Company to provide long term incentives (stock) along with
conservative wages, while maintaining the airline's product quality. Low costs
and high quality are the unique trademarks that have made Reno Air one of the
few profitable young carriers in the industry.
Going forward, we need to ensure that the Company can continue to attract and
retain highly skilled and motivated employees, while maintaining a compensation
structure that does not accelerate growth of the Company's fixed costs. Stock
options are an important and effective means to align employee and shareholder
interest. Therefore, we request your support to provide a pool of stock options
which will allow top performers to obtain a greater ownership horizon over time,
will be sufficient to last for several years, and will ensure that our Company
maintains a quality team of executives, managers and employees.
If you have not already done so, please sign, date and return the proxy, which
was included in the Notice of Annual Meeting of Shareholders that was mailed to
you last week.
Thank you for consideration of this request. We cannot accomplish our mission
without your support.
Sincerely,
Robert W. Reding
President and CEO
<PAGE>
May 1, 1997
Form Letter to Certain Shareholders
As key investors in Reno Air, Inc., we are writing to request your support for
both the Proposal to Amend and Restate the 1992 Stock Option Plan and the
Proposal to Adopt the Reno Air Director Stock Option Plan. These resolutions
will result in an increase to the number of options available for grant to an
additional 1.7 million shares for Reno Air employees, and an additional 300,000
shares for current and future outside Directors of our Company. More information
can be found in the 1997 proxy on pages 12-14.
These proposals were submitted after long and careful consideration. We believe
they deserve your support for the following reasons:
It is in the best interest of shareholders to maintain a strong and
on-going linkage between employee performance and the creation of
stockholder value through incentive programs that reward Company
performance and profitability.
Our proposal will allow the continued implementation of broad-based
employee performance reward programs below the executive level, and will
allow key contributors to attain a proportionately larger equity ownership
position over time.
Incentive stock options at Reno Air are a significant benefit to
employees, and the continued use of such options allows the Company to
maintain cash compensation at a conservative level.
Reno Air has successfully implemented an employee compensation structure that
enables the Company to provide long term incentives (stock) along with
conservative wages, while maintaining the airline's product quality. Low costs
and high quality are the unique trademarks that have made Reno Air one of the
few profitable young carriers in the industry.
Going forward, we need to ensure that the Company can continue to attract and
retain highly skilled and motivated employees, while maintaining a compensation
structure that does not accelerate growth of the Company's fixed costs. Stock
options are an important and effective means to align employee and shareholder
interest. Therefore, we request your support to provide a pool of stock options
which will allow top performers to obtain a greater ownership horizon over time,
will be sufficient to last for several years, and will ensure that our Company
maintains a quality team of executives, managers and employees.
If you have not already done so, please sign, date and return the proxy, which
was included in the Notice of Annual Meeting of Shareholders that was mailed to
you last week.
Please feel free to contact either J.T. Fisher or myself at 702/686-3835 should
you have any questions or concerns. Thank you for consideration of this request.
We cannot accomplish our mission without your support.
Sincerely,
Robert W. Reding J.T. Fisher
President and CEO Vice President and CFO
<PAGE>
May 1, 1997
Form Letter to Certain Shareholders
We are writing to request your support for both the Proposal to Amend and
Restate the 1992 Stock Option Plan and the Proposal to Adopt the Reno Air
Director Stock Option Plan. As is apparent, these resolutions will result in an
increase to the number of options available for grant to an additional 1.7
million shares for Reno Air employees, and an additional 300,000 shares for
current and future outside Directors of our Company. Additional information can
be found in the 1997 proxy on pages 12-14.
These proposals were submitted after long and careful consideration. We believe
they deserve your support for the following reasons:
It is in the best interest of shareholders to maintain a strong and on
going linkage between employee performance and the creation of stockholder
value through incentive programs that reward Company performance and
profitability.
Our proposal will allow the continued implementation of broad-based
employee performance reward programs below the executive level, and will
allow key contributors to attain a proportionately larger equity ownership
position over time.
Incentive stock options at Reno Air are a significant benefit to
employees, and the continued use of such options allows the Company to
maintain cash compensation at a conservative level.
Reno Air has successfully implemented an employee compensation structure that
enables the Company to provide long term incentives (stock) along with
conservative wages, while maintaining the airline's product quality. Low costs
and high quality are the unique trademarks that have made Reno Air one of the
few profitable young carriers in the industry.
Going forward, we need to ensure that the Company can continue to attract and
retain highly skilled and motivated employees, while maintaining a compensation
structure that does not accelerate growth of the Company's fixed costs. Stock
options are an important and effective means to align employee and shareholder
interests. Therefore, we request your support to provide a pool of stock options
which will allow top performers to obtain a greater ownership horizon over time,
will be sufficient to last for several years, and will ensure that our Company
maintains a quality team of executives, managers and employees.
If you have not already done so, please sign, date and return the proxy which
was included in the Notice of Annual Meeting of Stockholders that was mailed to
you last week. Should you have any questions or wish to discuss these matters in
greater depth, Daneen Isenberg, Executive Assistant, will be contacting you to
arrange a mutually satisfactory time for a follow-up conversation.
Thank you for consideration of this request. We cannot accomplish our mission
without your support.
Sincerely,
Robert W. Reding J.T. Fisher
President & CEO Vice President Finance & CFO
RWR/dai
