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): November 19, 1998
Reno Air, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-20360 88-0259913
(State or Other Juris- (Commission File (IRS Employer Identification No.)
diction of Incorporation) Number)
220 Edison Way, Reno,
Nevada 89502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 954-5000
- ------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5 Pages
(Exhibit Index appears on page 5)
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Item 5. Other Events.
On November 19, 1998, Reno Air, Inc., a Nevada corporation (the
"Company"), announced that it had entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of November 19, 1998, by and among the
Company, American Airlines, Inc., a Delaware corporation ("American"), and
Bonanza Acquisitions, Inc., a Nevada corporation and a wholly-owned subsidiary
of American ("Purchaser"), pursuant to which American will acquire the Company
in a two-step transaction.
To implement the Merger Agreement, Purchaser will promptly commence a
cash tender offer to acquire all the issued and outstanding shares of common
stock, par value $.01 per share, of the Company (the "Common Stock") at a cash
price of $7.75 per share (the "Common Stock Offer") and a cash tender offer to
acquire all the issued and outstanding shares of Series A Cumulative Convertible
Exchangeable Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Stock") at an initial cash price of $27.50 per share and thereafter
declining as provided in the Merger Agreement, plus accrued dividends (the
"Preferred Stock Offer"; and together with the Common Stock Offer, the
"Offers"). Purchaser's obligation to purchase shares of Common Stock tendered
pursuant to the Common Stock Offer will be subject to the satisfaction of
customary conditions, including the tender of at least a majority of the
outstanding shares of Common Stock and the expiration or termination of the
Hart-Scott-Rodino waiting period. Although Purchaser's obligation to complete
the Common Stock Offer is not conditioned upon the successful completion of the
Preferred Stock Offer, Purchaser's obligation to complete the Preferred Stock
Offer is conditioned on the successful completion of the Common Stock Offer. The
Merger Agreement may be terminated by either party if the Common Stock Offer is
not consummated on or prior to June 30, 1999.
If the Common Stock Offer is successfully completed, Purchaser will be
merged with and into the Company (the "Merger"), with the Company becoming a
wholly-owned subsidiary of American. Consummation of the Merger is subject to
the approval of the Company's stockholders. American and Purchaser have agreed
in the Merger Agreement to vote all shares of Common Stock and Preferred Stock
purchased in the Offers in favor of the Merger. In the Merger, the shares of
Common Stock not tendered in the Common Stock Offer will be converted into the
right to receive the cash amount payable in the Common Stock Offer. If the
holders of at least 66 2/3% of the outstanding shares of Preferred Stock
(including any shares purchased by Purchaser in the Preferred Stock Offer) vote
in favor of the Merger, then the shares of Preferred Stock not tendered in the
Preferred Stock Offer will be converted in the Merger into the right to receive
the cash amount payable in the Preferred Stock Offer (subject to reduction as
provided in the Merger Agreement); otherwise, the outstanding shares of
Preferred Stock will remain issued and outstanding shares of Preferred Stock of
the Company.
The press release issued on November 19, 1998 by the Company is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibit No. Description
(99.1) Reno Air, Inc. Press Release, dated November 19, 1998.
<PAGE>
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.
RENO AIR, INC.
Date: November 19, 1998 By: /s/ Steven A. Rossum
Name: Steven A. Rossum
Title: Senior Vice President,
General Counsel, and Corporate Secretary
<PAGE>
RENO AIR, INC.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
(99.1) Reno Air, Inc. Press Release, dated November 19, 1998.
RENO AIR SIGNS MERGER AGREEMENT WITH AMERICAN AIRLINES
RENO, Nev., Nov. 19, 1998 - Reno Air, Inc. [(NASDAQ:RENO), (PCX:RNO)] announced
today it has signed a definitive merger agreement with American Airlines under
which American will acquire Reno Air. The merger agreement provides for a cash
tender offer, which would commence no later than Wednesday, November 25, 1998 to
acquire all of the outstanding common shares of Reno Air at $7.75 per share. In
addition, American will also tender for all outstanding 9% Series A Cumulative
Convertible Exchangeable Preferred Stock.
The board of directors of Reno Air has unanimously approved the merger the
merger agreement on behalf of its stockholders and recommended that stockholders
tender their shares pursuant to the offer.
The tender offer shall be conditional upon the valid tender of Reno Air shares
representing a majority of the voting stock of Reno Air and the expiration or
termination of the waiting periods under Hart-Scott-Rodino legislation relating
to such mergers. American Airlines and Reno Air expect to close the transaction
in the first quarter of 1999.
"The acquisition of Reno Air by American Airlines is the right decision for our
shareholders, our employees and the communities we serve," said Joseph O'Gorman,
chairman, president and CEO of Reno Air. "This merger will complement and
enhance American's global airline network. The transaction will provide
stability to our employees and offer our customers access to the world's largest
network of airlines," continued O'Gorman.
Reno Air has had a marketing partnership with American since 1993 and operates
186 peak daily departures to 16 cities. The carriers said there is virtually no
overlap on the routes served by American and Reno Air.
Reno Air expects to be integrated into American upon approval of the agreement
after details of employee and fleet integration are decided.
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FOR MORE INFORMATION CONTACT:
Joanne Smith
Reno Air
702.954.5023
www.renoair.com
