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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
(Amendment No. 2)
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: (775) 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. 2 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 Stock") at a price of $7.75 per share of Common Stock
(or any greater amount paid per share of Common Stock 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
Stock") at an initial price of $27.50 per share of Preferred Stock and
thereafter declining as provided in the Offer (or any greater amount paid per
share of Preferred Stock 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 2. TENDER OFFER OF THE BIDDER.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
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 84.5% of the outstanding shares of Common
Stock. The shares of Preferred Stock tendered constitute 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.
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 (a)(9).
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
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BOARD OF DIRECTORS
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.
CONVERTIBLE NOTES
Pursuant to Section 6.10 of the Merger Agreement, on December 23,
1998, the Company called for the redemption of the 9% Senior Convertible
Notes due September 30, 2002 in accordance with their terms on the thirtieth
day following the notice of redemption.
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)(9) Text of press release issued by American Airlines, Inc. and
Reno Air, Inc. on December 23, 1998.
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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 23, 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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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.
