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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 1998
Reno Air, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-20360 88-0259913
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
220 Edison Way, Reno, Nevada 89502
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (775) 954-5000
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(Former Name or Former Address, if Changed Since Last Report)
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Page 1 of __ Pages
(Exhibit Index appears on page __)
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Item 1. Changes in Control of Registrant.
On November 19, 1998, Reno Air, Inc., a Nevada corporation (the
"Company"), American Airlines, Inc., a Delaware corporation ("Parent"), and
Bonanza Acquisitions, Inc., a Nevada corporation and a wholly-owned subsidiary
of Parent ("Purchaser"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Parent agreed to acquire the Company in a
two-step transaction. Pursuant to the first step of the transaction, on
November 24, 1998, Purchaser commenced a cash tender offer (the "Offer") to
acquire all the issued and outstanding shares of (i) common stock, par value
$.01 per share (the "Common Stock"), of the Company at a price of $7.75 per
share and (ii) Series A Cumulative Convertible Exchangeable Preferred Stock,
par value $.001 per share (the "Preferred Stock"), of the Company at an
initial price of $27.50 per share and thereafter declining as provided in the
Offer plus accrued and unpaid dividends thereon, in each case net to the
seller in cash.
At 12:00 midnight, New York City time, on Tuesday, December 22, 1998,
the Offer expired. Based on a preliminary count, approximately 9,194,514 shares
of Common Stock were tendered, of which 571,081 shares were tendered pursuant to
notice of guaranteed delivery, and approximately 1,454,283 shares of Preferred
Stock were tendered, of which 43,793 shares were tendered pursuant to notice of
guaranteed delivery. The shares of Common Stock tendered constituted
approximately 85% of the outstanding shares of Common Stock. The shares of
Preferred Stock tendered constituted approximately 100% of the outstanding
shares of Preferred Stock.
All shares of Common Stock and Preferred Stock validly tendered and not
withdrawn prior to the expiration of the Offer were accepted for payment by
Purchaser at a price of $7.75 per share of Common Stock and $27.50 per share of
Preferred Stock. Parent advised the Company that Parent provided Purchaser with
funds from Parent's working capital to pay for the shares of Common Stock and
Preferred Stock accepted for payment in the Offer. A copy of a joint press
release announcing the expiration of the Offer and the acceptance of validly
tendered shares of Common Stock and Preferred Stock is attached hereto as
Exhibit (99).
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Pursuant to Section 6.03 of the Merger Agreement, following the
purchase of the shares of Common Stock by Purchaser pursuant to the Offer,
on December 23, 1998 Purchaser designated the following four individuals for
election as directors of the Company: Gerard J. Arpey, Jeffrey C. Campbell,
Donald J. Carty and Charles D. MarLett. In addition, Purchaser requested that
the Company reduce the size of the Board of Directors from nine to seven
members. Effective December 23, 1998, the following six members of the Board of
Directors resigned: Lee M. Hydeman, Donald L. Beck, Joe M. Kilgore, Emmett E.
Mitchell, Wayne L. Stern, M.D. and Agnieszka Winkler. Thereafter, on such date,
Barrie K. Brunet, James T. Lloyd and Joseph R. O'Gorman, the remaining members
of the Board of Directors of the Company, took action by written consent to
reduce the size of the Board of Directors from nine to seven members and to
appoint the four Purchaser designees to the Board of Directors of the Company.
Item 5. Other Events.
Pursuant to Section 6.10 of the Merger Agreement, on December 23, 1998,
the Company called for redemption the $28,750,000 9% Senior Convertible Notes
due September 30, 2002 in accordance with their terms on the thirtieth day
following the notice of redemption.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit No. Description
(99) American Airlines, Inc. and Reno Air, Inc. Press
Release, dated December 23, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
December 28, 1998 RENO AIR, INC.
By: /s/ STEVEN A. ROSSUM
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Name: Steven A. Rossum
Title: Senior Vice President,
General Counsel, and
Corporate Secretary
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RENO AIR, INC.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
(99) American Airlines, Inc. and Reno Air, Inc. Press Release,
dated December 23, 1998.
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PRESS RELEASE
AMERICAN AIRLINES COMPLETES
TENDER OFFER FOR RENO AIR, INC.
Fort Worth, Texas -- American Airlines, Inc., a subsidiary of AMR Corp. (NYSE:
AMR), and Reno Air, Inc. (NASDAQ: RENO; PCX: RNO), today announced that American
Airlines through its wholly-owned subsidiary, Bonanza Acquisitions, Inc., has
completed its cash tender offer for the outstanding shares of common stock and
preferred stock of Reno Air, Inc. The tender offer expired as scheduled, at
midnight, Eastern Standard Time, on Tuesday, Dec. 22, 1998.
Based on a preliminary count, 9,194,514 shares of common stock were tendered
(including 571,081 shares of common stock subject to guarantee of delivery) and
accepted for payment at a price of $7.75 per share. Also based upon a
preliminary count, 1,454,283 shares of preferred stock were tendered (including
43,793 shares of preferred stock subject to guarantee of delivery) and accepted
for payment at a price of $27.50 per share.
The planned acquisition of Reno Air, which was announced by the two carriers on
Nov. 19, will enhance American's overall network and strengthen its presence in
the Western United States.
