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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): September 29, 1997
FRONTIER AIRLINES, INC
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(Exact name of Registrant as specified in its charter)
Colorado 0-24126 84-1256945
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
12015 E. 46th Avenue, Denver, CO 80239
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (303) 371-7400
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5 OTHER EVENTS
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On September 29, 1997, Frontier Airlines, Inc. (the "Company")
entered into a termination agreement (the "Agreement") with Western
Pacific Airlines, Inc. ("West Pac"). The Agreement provides for (a)
the termination, as of September 29, 1997, of the Agreement and Plan
of Merger, dated as of June 30, 1997, between the Company and West
Pac, and (b) the termination, as of November 16, 1997, of the
Codeshare Agreement, dated June 30, 1997, between the Company and West
Pac. The Company and West Pac announced the Agreement in a joint press
release on September 29, 1997.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FIANANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
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10. Agreement, dated September 29, 1997, between Frontier
Airlines, Inc. and Western Pacific Airlines, Inc.
99. Joint Press Release, dated September 29, 1997.
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SIGNATURES
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.
FRONTIER AIRLINES, INC.
Date: September 30, 1997 By: /s/ Arthur T. Voss
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Arthur T. Voss, Vice President
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EXHIBIT 10
AGREEMENT
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Agreement dated as of September 29, 1997 (the "Agreement") by and between
Western Pacific Airlines, Inc. ("WestPac") and Frontier Airlines, Inc.
("Frontier").
WHEREAS, WestPac and Frontier entered into an Agreement and Plan of Merger
(the "Merger Agreement") dated as of June 30, 1997; and
WHEREAS, WestPac and Frontier entered into a Codeshare Agreement (the
"Codeshare Agreement") dated as of June 30, 1997; and
WHEREAS, WestPac and Frontier mutually desire to terminate the Merger
Agreement, amend the Codeshare Agreement, and agree to certain other matters as
set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, the parties agree as follows:
1. Pursuant to Section 7.1 of the Merger Agreement, WestPac and Frontier
hereby mutually consent and agree that the Merger Agreement is terminated
effective September 29, 1997.
2. The Codeshare Agreement is hereby amended as set forth in Attachment 1
hereto and shall continue in effect, as so amended.
3. Termination of the Merger Agreement and the Codeshare Agreement as
provided above shall be jointly announced on September 29, 1997 at 4:00 P.M.
Eastern Daylight Time through issuance of a joint press release in the form set
forth in Attachment 2 hereto. Other than disclosures which state that the
Merger Agreement has been terminated by mutual agreement, and disclosures which
a party , in the opinion of its legal counsel, is obligated to make pursuant to
applicable law or regulation of Nasdaq or any national securities exchange,
neither party shall make any press release or public announcement with respect
to the Merger Agreement or reasons for its termination. Each party agrees to
use reasonable efforts to encourage future cooperation and professionalism
between the parties and in connection with such business as may continue between
the parties such as, but not limited to, the continuation of employee pass
privileges between the parties and the continuation of the existing interline
ticketing and baggage agreement between the parties.
4. To the extent WestPac and Frontier have entered into other cooperative
operating agreements and arrangements (e.g., station operations, lost baggage
processing, cross utilization of employees), each party agrees to use its
reasonable best efforts to cooperate in terminating such agreements and
arrangements in a manner and within time frames which minimize disruption to
operations and best serve the customers of each of the companies.
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5. From the date hereof until January 1, 1998, neither WestPac or
Frontier shall solicit for employment or employ, without first receiving the
prior written approval of the other party, any employee employed by the other;
provided, however, that the term "solicit for employment" shall not be deemed to
include any advertising in newspapers, trade publications or any other publicly
distributed medium addressed to the general public and either party may employ
any person who, without other solicitation, responds to such an advertisement.
6. All costs and expenses incurred in connection with the Merger
Agreement, the transactions contemplated thereby, and its termination shall be
paid by the party incurring such expenses.
7. Notwithstanding any other provision of the Merger Agreement, it is
agreed that, except as set forth in this Agreement, all obligations of WestPac
and Frontier under the Merger Agreement are terminated and each party agrees to
acquit and discharge the other from any claims, actions, rights, demands,
damages, costs, loss of services, attorney fees, expenses or other damages of
whatever nature or kind arising from the Merger Agreement.
8. This Agreement may be executed by facsimile signatures and delivered
by the parties in separate and identical counterparts, each of which when so
executed and delivered will be an original, but all of which taken together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused the
same to be delivered on their behalf on the day and year first above written.
WESTERN PACIFIC AIRLINES, INC. FRONTIER AIRLINES, INC.
By: /s/ George E. Leonard By: /s/ Samuel D. Addoms
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George E. Leonard Samuel D. Addoms
Vice President and CFO President and CEO
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Attachment 1
AMENDMENT TO CODESHARE AGREEMENT
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WHEREAS, Western Pacific Airlines, Inc. ("WestPac") and Frontier Airlines,
Inc. ("Frontier") entered into a Codeshare Agreement (the "Codeshare Agreement")
dated June 30, 1997; and
WHEREAS, the parties desire to amend the Codeshare Agreement as set forth
below;
NOW, THEREFORE, WestPac and Frontier agree as follows:
1. Section 2.4 of the Codeshare Agreement is deleted.
2. Section 19.1 of the Codeshare Agreement is deleted and replaced by the
following:
"19.1. This Agreement shall become effective on the date hereof and
shall continue thereafter until November 16, 1997."
3. WestPac agrees to and shall assume full responsibility for contacting
and reaccommodating passengers holding reservations on flights operated by
Frontier but booked under the W7 code, and Frontier agrees to and shall assume
full responsibility for contacting and reaccommodating passengers holding
reservations on flights operated by WestPac but booked under the F9 code. With
respect to each passenger reaccommodated on another WestPac or Frontier flight,
the parties mutually agree to notify each other of such reaccommodation by
providing the other party with such passenger's name, itinerary and ticket
number at least seven days prior to such passenger's original departure date or
December 7, 1997, whichever date first occurs.
Subject to space availability, the Operating Carrier as defined in the
Codeshare Agreement, agrees to accept reaccommodation of passengers by the
Marketing Carrier, as defined in the Codeshare Agreement, without increase in
fare.
The parties further agree that with respect to each passenger not contacted
within the time provided above and who must be reaccommodated on an air carrier
other than WestPac or Frontier, such reaccommodation cost will be borne by the
Marketing Carrier.
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Attachment 2
See Exhibit 99
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EXHIBIT 99
FOR IMMEDIATE RELEASE
For Frontier Airlines
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Media contact: Bob Schulman (303) 371-7400 Ext. 1052
Investor relations contact: Mark Brand (303) 449-7771
For Western Pacific Airlines
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Media contact: Elise Eberwein (719) 527-7363
e-mail: [email protected]
Investor relations contact: George Leonard (719) 527-7394
FRONTIER AIRLINES AND WESTERN PACIFIC AIRLINES
TERMINATE MERGER AND CODESHARE AGREEMENTS
DENVER (Sept. 29, 1997) -- Frontier Airlines, Inc. (Nasdaq: FRNT) and
Western Pacific Airlines, Inc. (Nasdaq: WPAC) today announced their mutual
agreement to immediately terminate a previously announced merger agreement under
which Western Pacific would have acquired Frontier. The two companies also
reported the termination of their current codeshare agreement, effective Nov.
16, 1997. If passengers are affected by a change in schedule they will be
contacted by the carrier that issued the ticket.
In a statement today, Western Pacific President and CEO Robert A. Peiser
said, "Each of us is involved in numerous activities designed to improve our
respective airlines. We found the amount of time involved in consummating the
merger was taking a toll on employee morale, financial performance and
operations of both airlines. We also believe that given our cultural
differences and the contrast in our scheduling philosophies, it is in the best
interests of each of our companies to remain independent."
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FRONTIER/WESTERN PACIFIC/2
The two carriers' codeshare schedule currently provides service from either
Denver or Colorado Springs to 25 destinations across the nation with Western
Pacific operating 19 Boeing 737 jets and Frontier operating 13 Boeing 737 jets.
Each airline will honor codeshare tickets through the normal expiration dates.
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