SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 22, 1998
PAN AM CORPORATION
9300 N.W. 36TH STREET, MIAMI, FLORIDA 33178
305-873-3000
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Incorporation under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 0-23444 65-0450311
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ITEM 5. OTHER EVENTS
As previously reported, on March 13, 1998, Pan Am Corporation, a
Florida corporation (the "Corporation"), and all of its subsidiaries that had
previously not filed for bankruptcy relief, filed voluntary petitions for relief
under Chapter 11, Title II of the United States Bankruptcy Code ("Chapter 11")
with the United States Bankruptcy Court for the Southern District of Florida,
Miami Division (the "Bankruptcy Court"). The filing followed the filing of
voluntary petitions under Chapter 11 on February 26, 1998 by the two major
airline subsidiaries of the Corporation. The Corporation has recently filed its
first reports with the Bankruptcy Court.
The Corporation believes that the total amount of the liquidated,
undisputed claims against the Corporation and its subsidiaries exceeds the
current fair market value of the consolidated assets of the Corporation and its
subsidiaries. Accordingly, the Corporation believes that the existing equity of
the Corporation has and will have no value of any nature whatsoever. The
Corporation further believes that any plan of reorganization which is confirmed
by the Bankruptcy Court will provide that the Corporation's existing equity will
not represent any interest whatsoever in the reorganized debtor. There can be no
assurance, however, that the Corporation and its creditors will be able to
prepare any plan of reorganization acceptable to those creditors or that any
such plan of reorganization will be confirmed by the Bankruptcy Court.
Additionally, as previously reported, on April 22, 1998, David A.
Banmiller announced his resignation as President and Chief Executive Officer of
the Corporation. Robert Mencel will become General Manager and assume all
responsibilities for the day-to-day operations of the airline. Mr. Mencel has
served as the Director of Operations of the Corporation's subsidiary Pan
American Airways Corp. since July, 1996.
Except for historical information contained herein, the matters
discussed in this document are forward-looking statements made pursuant to the
safe harbor provisions of the Securities Litigation Reform Act of 1995. These
forward-looking statements may at times be preceded, followed by or include the
words, "may," "believes," "expects," "intends," "estimates," or "anticipates,"
or the negation thereof or similar expressions. The achievement of the outcomes
described in such forward-looking statements is subject to both known and
unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements of the airline industry generally, and of the
Corporation in particular, to be materially different from any outcomes
expressed or implied by such forward-looking statements and other risks and
factors discussed elsewhere in this report and the documents filed by the
Corporation with the Securities and Exchange Commission. These risks and factors
include, among other things, the actions and decisions of the Corporation's
creditors, the creditors' committee and the Bankruptcy Court, economic,
competitive and regulatory conditions, demographic trends, financial market
conditions, availability of financings and future business decisions (the
Corporation and its competitors), all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Corporation.
In light of these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this report will, in fact, occur.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Press Release April 22, 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 thereunto duly authorized.
PAN AM CORPORATION
By: /S/ JOHN J. OGILBY, JR.
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John J. Ogilby, Jr.
General Counsel and
Vice President -- Corporate Development
Dated: April 27, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99 Press Release April 22, 1998
BANMILLER TO STEP DOWN AS PAN AM CEO:
NEW CHARTER MANAGEMENT ANNOUNCED
MIAMI, April 22 - David A. Banmmiller, President and CEO of Pan
American World Airways, announced today that he will step down from his
positions on April 30. He will be available to the company and the Creditors
Committee to assist the airling in negotiations with potential investors
regarding new capital infusion into a reorganized Pan Am, should the parties
wish to engage in such negotiations.
As Mr. Banmiller removes himself from active management, Robert Mencel,
a twenty-year veteran of airline flight operations, will become General Manager
and assume all responsibilities for the day-to-day activities of the carrier.
Pan Am filed for Chapter 11 bankruptcy protection on February 26 and ceased
scheduled services the following day. Since that time it has only been operating
charter flights.
"Pan Am is now positioned successfully as a charter airline and must
maintain a minimal cost structure," Mr. Banmiller said. "As part of the effort
to shrink the management structure, it became evident to me that this
organization must be streamlined based on the relatively modest revenues that
are currently being generated. Establishing a General Manager concept in the
short term, with minimum executive overhead, is appropriate during the
transition. Although my time at Pan Am was brief and I was unable to prevent the
bankruptcy filing, I feel confident that the company is now well-positioned as a
niche charter entity," he added.
Pan Am is currently operating two owned Boeing 727-200's for charter
flying with 173 seats per aircraft. The airline intends to enter sale/lease back
arrangements on these aircraft to generate cash to retire part of the debt owed
to NationsBank, Pan Am's largest secured creditor. It is anticipated that
additional aircraft will be acquired through leasing as Pan Am grows its charter
operations. The airline noted that there is excellent demand for charter
services.
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Mr. Mencel has an extensive background in flight operations and
training in addition to being a qualified airline pilot. He joined Carnival Air
Lines in April of 1992. In July of 1996 he became Director of Operations and
maintained that role after Pan Am's acquisition of the airline in September,
1997.
Mr. Mencel will manage a staff of approximately 125 employees,
including flight crew members, who will oversee Pan Am's charter operations from
the airline's Fort Lauderdale maintenance base.
