SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event
reported: February 22, 1999
RENO AIR, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-20360
(State of Incorporation) (Commission File Number)
88-0259913
(IRS Employer Identification No.)
220 Edison Way Reno, Nevada 89502
(Address of principal executive offices) (Zip Code)
(775) 954-5000
(Registrant's telephone number)
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Item 5. Other Events
On November 19, 1998, American Airlines, Inc., a Delaware corporation and
wholly-owned subsidiary of AMR Corporation ("American"), Bonanza Acquisitions,
Inc., a Nevada corporation and a wholly-owned subsidiary of American
("Bonanza"), and Reno Air, Inc., a Nevada corporation ("Reno Air") entered into
an Agreement and Plan of Merger pursuant to which American agreed to acquire
Reno in a two-step transaction.
On November 24, 1998, Bonanza commenced a cash tender offer (the "Offer") to
acquire all of the issued and outstanding shares of: (i) Common Stock, par value
$.01 per share (the "Reno Air Common Stock") of Reno Air at a price of $7.75 per
share and (ii) Series A Cumulative Convertible Exchangeable Preferred Stock, par
value $.001 per share (the "Reno Air Preferred Stock") of Reno Air at a price of
$27.50 per share, in each case net to the seller in cash. The Offer expired at
midnight on December 22, 1998. On December 23, 1998, Bonanza accepted for
payment all shares of Reno Air Common Stock and Reno Air Preferred Stock validly
tendered and not withdrawn prior to the expiration of the Offer.
On February 22, 1999, the merger of Bonanza with and into Reno Air was
completed. Reno Air is the surviving corporation and remains organized under
Nevada law. On February 22, 1999, Reno Air became a wholly-owned subsidiary of
American. As a result of the merger, each share of Reno Air Common Stock was
converted into the right to receive $7.75 per share and each share of Reno Air
Preferred Stock was converted into the right to receive $27.50 per share, other
than those shares of Reno Air Common Stock and Reno Air Preferred Stock
cancelled in the Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENO AIR, INC.
/s/ Steven A. Rossum
Senior Vice President, General Counsel,
and Corporate Secretary
Dated: February 24, 1999
