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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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RENO AIR, INC.
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(Name of Subject Company)
RENO AIR, INC.
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
SERIES A CUMULATIVE CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
759741101
AND
759741705
((CUSIP) Number of Class of Securities)
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STEVEN A. ROSSUM
SENIOR VICE PRESIDENT,
GENERAL COUNSEL,
AND CORPORATE SECRETARY
RENO AIR, INC.
220 EDISON WAY
RENO, NEVADA 89502
TELEPHONE: (702) 954-5000
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(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
Copies to:
Lawrence Lederman, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005
(212) 530-5000
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This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on November 24, 1998
(as amended and supplemented, the "Schedule 14D-9") by Reno Air, Inc., a
Nevada corporation (the "Company"), with respect to the offer by Bonanza
Acquisitions, Inc., a Nevada corporation ("Purchaser") and a wholly-owned
subsidiary of American Airlines, Inc., a Delaware corporation and a
wholly-owned subsidiary of AMR Corporation, disclosed in a Tender Offer
Statement on Schedule 14D-1 filed with the Commission on November 24, 1998,
as the same may be amended from time to time, to purchase all of the issued
and outstanding shares of (i) Common Stock, par value $.01 per share, of the
Company (the "Common Shares") at a price of $7.75 per Common Share (or any
greater amount paid per Common Share pursuant to the Offer (as defined
below)) and (ii) Series A Cumulative Convertible Exchangeable Preferred
Stock, par value $.001 per share, of the Company (the "Preferred Shares") at
an initial price of $27.50 per Preferred Share and thereafter declining as
provided in the Offer (or any greater amount paid per Preferred Share
pursuant to the Offer) plus accrued and unpaid dividends thereon, in each
case net to the seller in cash, upon the terms and subject to the conditions
set forth in Purchaser's Offer to Purchase, dated November 24, 1998, and the
related Letters of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Capitalized terms
used herein but not defined herein have the same meanings ascribed to them in
the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
On December 8, 1998, at 11:59 p.m., the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to
the purchase of Common Shares pursuant to the Common Stock Offer, expired.
Accordingly, the condition to the Common Stock Offer requiring the expiration
or early termination of such waiting period has been satisfied. A press
release relating to the foregoing is filed as Exhibit (a)(8) hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to
add the following:
Exhibit Number Description
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Exhibit (a)(8) Text of press release issued by American Airlines, Inc. and
Reno Air, Inc. on December 9, 1998.
2
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: December 10, 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
3
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Exhibit (a)(8)
Contact: American Airlines
Corporate Communications
Fort Worth, Texas
817-967-1577
Joanne Smith
Reno Air
702-954-5000
FOR RELEASE: Wednesday, Dec. 9, 1998
AMERICAN AIRLINES' ACQUISITION OF RENO AIR
CLEARS FEDERAL ANTI-TRUST REVIEW
FORT WORTH, Texas -- American Airlines, Inc., a subsidiary of AMR Corp.
(NYSE: AMR) and Reno Air, Inc. (NASDAQ: RENO; PCX: RNO) said today that the
waiting period prescribed under the federal Hart-Scott-Rodino Antitrust
Improvements Act of 1976, regarding the planned acquisition by American of
Reno Air, expired at 11:59 p.m. on Tuesday, Dec. 8, 1998.
The condition to the tender offer by American's wholly owned
subsidiary, Bonanza Acquisitions, Inc., to acquire Reno Air requiring the
expiration or termination of such waiting period has been satisfied. The
tender offer remains subject to further conditions.
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.
The merger agreement provides for a cash tender offer to acquire all of
the outstanding common shares of Reno Air at $7.75 per share. In addition,
American will also tender for any and all of Reno's outstanding 9 percent
Series A Cumulative Convertible Exchangeable Preferred Stock. The board of
directors of Reno Air has unanimously recommended that stockholders tender
their shares pursuant to the offer.
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