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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Western Pacific Airlines, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
000959080102
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(CUSIP Number)
Wilson Chu, Haynes and Boone, L.L.P.
3100 NationsBank Plaza, Dallas, TX 75202, (214) 651-5088
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 11, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 000959080102 PAGE 2 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GFI Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
NUMBER OF
1,225,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,225,000
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,662,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. 00959080102 PAGE 3 OF 13 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward L. Gaylord
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
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7 SOLE VOTING POWER
NUMBER OF
467,500
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
467,500
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,140,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share
(the "Common Stock"), of Western Pacific Airlines, Inc., a Delaware corporation
(the "Company"). The address of the principal executive offices of the Company
is 2864 South Circle Drive, Suite 1100, Colorado Springs, Colorado 80906.
Item 2. Identity and Background.
This statement is filed by GFI Company, a Nevada corporation ("GFI"),
and Edward L. Gaylord. GFI and Mr. Gaylord hereby expressly disclaim the
existence of any "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, between themselves or with any
other person, with respect to the Common Stock.
The principal business of GFI is investing. The executive officers
and directors of GFI are as follows: Edward L. Gaylord, E. K. Gaylord II and
David C. Story (collectively, the "GFI Officers"). The address of the
principal business and offices of GFI is 3753 Howard Hughes Parkway, Suite 200,
Las Vegas, Nevada 89109.
The Oklahoma Publishing Company, a Delaware corporation ("OPUBCO"), is
the controlling stockholder of GFI. The principal business of OPUBCO is
publishing The Oklahoman, a daily newspaper. The executive officers and
directors of OPUBCO are as follows: Edward L. Gaylord, E. K. Gaylord II, Thelma
Gaylord, Christine Gaylord Everest, Edmund O. Martin, Edith Gaylord Harper,
David C. Story, Clayton I. Bennett, Stephen Bartolin, Jr. and Martin C.
Dickinson (collectively, the "OPUBCO Officers"). The address of the principal
business and offices of OPUBCO is 9000 North Broadway, Oklahoma City, Oklahoma
73114.
The trustees of the voting trust created pursuant to the Agreement
dated as of October 3, 1990, as amended (the "Voting Trust"), are collectively
the controlling stockholder of OPUBCO. The trustees of the Voting Trust are as
follows: Edward L. Gaylord, Edith Gaylord Harper, Christine Gaylord Everest, E.
K. Gaylord II and Martin C. Dickinson (collectively, the "Trustees"). The
principal business of the Voting Trust is voting securities in OPUBCO and
Gaylord Entertainment Company held by the Voting Trust. The address of the
principal business and offices of the Voting Trust is 9000 North Broadway,
Oklahoma City, Oklahoma 73114.
Each of the GFI Officers, OPUBCO Officers and the Trustees is a U.S.
citizen. Edward L. Gaylord is principally employed as Chairman and Chief
Executive Officer of OPUBCO and as Chairman of Gaylord Entertainment Company, a
diversified entertainment company whose principal address is One Gaylord Drive,
Nashville, Tennessee 37215. E. K. Gaylord II is principally employed as
President of OPUBCO and as Vice Chairman of Gaylord Entertainment Company.
Thelma Gaylord is retired. Christine Gaylord Everest is principally employed
as a Vice President of OPUBCO. Edmund O. Martin is principally employed as a
Vice President of OPUBCO. Edith Gaylord Harper is principally employed as
Secretary Emerita of OPUBCO. David C. Story is principally employed as
Secretary and Treasurer of OPUBCO. Clayton I. Bennett is principally employed
as Assistant Secretary of OPUBCO. Stephen Bartolin, Jr. is principally
employed as President of the Broadmoor Hotel, Inc., a company that is engaged
in the business of operating a resort hotel and whose
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principal address is P.O. Box 1439, Colorado Springs, Colorado 80901. Martin
C. Dickinson is principally employed as an officer of Scripps Bank, a bank
whose principal address is 7817 Ivanhoe, LaJolla, California 92037.
The principal business address of Edward L. Gaylord, E. K. Gaylord II,
Thelma Gaylord, Christine Gaylord Everest, Edmund O. Martin, Edith Gaylord
Harper, David C. Story and Clayton I. Bennett is 9000 North Broadway, Oklahoma
City, Oklahoma 73114. The principal business address of Stephen Bartolin, Jr.
is P.O. Box 1439, Colorado Springs, Colorado 80901. The principal business
address of Martin C. Dickinson is 7817 Ivanhoe, LaJolla, California 92037.
GFI, each of the GFI Officers, OPUBCO, each of the OPUBCO Officers,
the Voting Trust, and each of the Trustees are herein referred to as "Control
Persons." To the best knowledge of GFI and Edward L. Gaylord, no Control
Person has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). To the best knowledge
of GFI and Edward L. Gaylord, no Control Person has, during the last five
years, been a party to a court proceeding or a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations or,
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Each of the persons named in this Schedule 13D purchased the shares
of Common Stock held of record by it with cash on hand.
GFI purchased 250,000 shares of Common Stock for a purchase price of
$500,000. GFI purchased 625,000 shares of Common Stock for a purchase price of
$2,500,000. GFI purchased 50,000 shares of Common Stock for a purchase price
of $950,000. GFI purchased 300,000 shares of Common Stock for a purchase price
of $2,100,000. The Broadmoor Hotel, Inc., a wholly owned subsidiary of GFI,
purchased 125,000 shares of Common Stock for a purchase price of $250,000. The
Broadmoor Hotel, Inc. purchased 312,500 shares of Common Stock for a purchase
price of $1,250,000.
Edward L. Gaylord purchased 125,000 shares of Common Stock for a
purchase price of $250,000. Mr. Gaylord purchased 312,500 shares of Common
Stock for a purchase price of $1,250,000. Mr. Gaylord purchased 20,000 shares
of Common Stock for a purchase price of $380,000. Mr. Gaylord purchased 5,000
shares of Common Stock for a purchase price of $80,587. Mr. Gaylord purchased
100 shares of Common Stock for a purchase price of $1,331. Mr. Gaylord
purchased 4,900 shares of Common Stock for a purchase price of $64,231. Mr.
Gaylord's spouse purchased 10,000 shares of Common Stock for a purchase price
of $190,000.
Christine Gaylord Everest purchased 15,000 shares of Common Stock for
a purchase price of $90,000. Christine Gaylord Everest purchased 2,000 shares
of Common Stock for a purchase price of $38,000. Christine Gaylord Everest's
spouse purchased 15,000 shares of Common Stock for a purchase price of $90,000.
Christine Gaylord Everest's spouse purchased 2,000 shares of Common Stock for a
purchase price of $38,000.
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E. K. Gaylord II purchased 5,000 shares of Common Stock for a purchase
price of $95,000. E. K. Gaylord II purchased 950 shares of Common Stock for a
purchase price of $13,824. E. K. Gaylord II purchased 4,050 shares of Common
Stock for a purchase price of $54,194. E. K. Gaylord II purchased 5,000 shares
of Common Stock for a purchase price of $58,005. E. K. Gaylord II purchased
3,000 shares of Common Stock for a purchase price of $27,545. The spouse of E.
K. Gaylord II purchased 5,000 shares of Common Stock for a purchase price of
$95,000.
David C. Story purchased 1,000 shares of Common Stock for a purchase
price of $19,000. Martin C. Dickinson, as trustee, purchased 20,000 shares of
Common Stock for a purchase price of $120,000. Clayton I. Bennett has the
right to acquire 10,000 shares of Common Stock for a purchase price of $6.00
per share pursuant to a stock option granted by the Company. Mr. Bennett's
spouse purchased 5,000 shares of Common Stock for a purchase price of $95,000.
Item 4. Purpose of the Transaction.
The persons named in this Schedule 13D acquired the shares of Common
Stock for investment purposes. Except as described herein, no Control Person
has any present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Clayton I. Bennett and Glenn M. Stinchcomb, each of whom was elected
to the Board of Directors of the Company as a nominee of GFI, the Broadmoor
Hotel, Inc., and Edward L. Gaylord and are currently directors of the Company,
participated in the Board of Directors' determination to seek a new president
and chief executive officer of the Company. This development is described in
more detail in the Company's press release dated November 15, 1996, filed
herewith and incorporated herein by reference.
The Control Persons reserve the right to acquire additional securities
of the Company, to dispose of such securities at any time, or to formulate
other purposes, plans or proposals regarding the Company or any of its
securities, to the extent deemed advisable in light of their general investment
policies, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) GFI owns of record 1,225,000 shares of Common Stock. GFI may
be deemed to be the beneficial owner of an aggregate of 1,662,500 shares of
Common Stock of the Company (which is approximately 12.5% of the shares of
Common Stock outstanding on August 1, 1996 based on information reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
filed with the Securities and Exchange Commission). The 1,662,500 shares of
Common Stock include 437,500 shares of Common Stock owned of record by the
Broadmoor Hotel, Inc., a wholly-owned subsidiary of GFI. GFI may be deemed to
be the beneficial owner of the shares of Common Stock owned of record by the
Broadmoor Hotel, Inc. GFI disclaims beneficial ownership of shares of Common
Stock not owned of record by GFI.
Edward L. Gaylord owns of record 467,500 shares of Common Stock.
Edward L. Gaylord may be deemed to be the beneficial owner of an aggregate of
2,140,000 shares of
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Common Stock of the Company (which is approximately 16.0% of the shares
outstanding on August 1, 1996 based on information reported in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 filed with
the Securities and Exchange Commission). The 2,140,000 shares include 10,000
shares of Common Stock owned of record by Mr. Gaylord's spouse, 437,500 shares
of Common Stock owned or record by the Broadmoor Hotel, Inc., and 1,225,000
shares of Common Stock owned of record by GFI. Mr. Gaylord may be deemed to
beneficially own shares of Common Stock owned of record by his spouse. In
addition, Mr. Gaylord, individually and through certain trusts, may be deemed a
controlling person of GFI. As a result, Mr. Gaylord may be deemed to be the
beneficial owner of the shares of Common Stock owned of record by the Broadmoor
Hotel, Inc. and GFI. Mr. Gaylord disclaims beneficial ownership of shares of
Common Stock not owned of record by him.
Christine Gaylord Everest owns of record 17,000 shares of Common
Stock. Ms. Everest may be deemed to be the beneficial owner of an aggregate of
34,000 shares of Common Stock of the Company (which is approximately 0.3% of
the shares outstanding on August 1, 1996 based on information reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
filed with the Securities and Exchange Commission). The 34,000 shares include
17,000 shares of Common Stock owned of record by Ms. Everest's spouse. Ms.
Everest disclaims beneficial ownership of shares of Common Stock not owned of
record by her.
E. K. Gaylord II owns of record 18,000 shares of Common Stock. Mr.
Gaylord may be deemed to be the beneficial owner of an aggregate of 23,000
shares of Common Stock of the Company (which is approximately 0.2% of the
shares outstanding on August 1, 1996 based on information reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
filed with the Securities and Exchange Commission). The 23,000 shares include
5,000 shares of Common Stock owned of record by Mr. Gaylord's spouse. Mr.
Gaylord disclaims beneficial ownership of shares of Common Stock not owned of
record by him.
David C. Story owns of record 1,000 shares of Common Stock (which is
approximately 0.08% of the shares outstanding on August 1, 1996 based on
information reported in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 filed with the Securities and Exchange Commission).
Martin C. Dickinson, as trustee, owns of record 20,000 shares of
Common Stock (which is approximately 0.2% of the shares outstanding on August
1, 1996 based on information reported in the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 filed with the Securities and Exchange
Commission).
Clayton I. Bennett may be deemed to be the beneficial owner of 15,000
shares of Common Stock (which is approximately 0.1% of the shares outstanding
on August 1, 1996 based on information reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996 filed with the
Securities and Exchange Commission). Mr. Bennett has the right to acquire
10,000 shares of Common Stock pursuant to a stock option granted by the
Company. The 15,000 shares include 5,000 shares of Common Stock owned of
record by Mr. Bennett's spouse. Mr. Bennett disclaims beneficial ownership of
shares of Common Stock not owned of record by him.
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The persons named in this Item 5 hereby expressly disclaim the
existence of any "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, between themselves or with any
other person, with respect to the Common Stock.
Except as set forth herein, no Control Person beneficially owns any
shares of Common Stock.
(b) GFI has sole voting power and sole dispositive power with
respect to 1,225,000 of the shares of Common Stock it beneficially owns.
Edward L. Gaylord has the sole voting power and sole dispositive power with
respect to 467,500 of the shares of Common Stock he beneficially owns.
Christine Gaylord Everest has sole voting and sole dispositive power with
respect to 17,000 shares of Common Stock. E. K. Gaylord II has sole voting sole
dispositive power with respect to 18,000 shares of Common Stock. David C. Story
has sole voting and sole dispositive power with respect to 1,000 shares of
Common Stock. Martin C. Dickinson, as trustee, has shared voting and shared
dispositive power with respect to 20,000 shares of Common Stock.
(c) The only transactions in the shares of Common Stock by GFI
during the past 60 days are the acquisition of 300,000 shares of Common Stock
on November 11, 1996 for a purchase price of $7.00 per share pursuant to a
private transaction. The acquisition of such shares by GFI was effected as a
privately negotiated transaction.
(d) GFI has the sole right to receive and the power to direct the
receipt of dividends from or the proceeds from the sale of 1,225,000 shares of
Common Stock owned of record by GFI. The Broadmoor Hotel, Inc. has the sole
right to receive and the power to direct the receipt of dividends from or the
proceeds from the sale of 437,500 shares of Common Stock owned of record by it.
Edward L. Gaylord has the sole right to receive and the power to direct the
receipt of dividends from or the proceeds from the sale of 467,500 shares of
Common Stock, and his spouse has the sole right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of 10,000
shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Attached hereto as Exhibit 7.1 and incorporated herein by reference is
a copy of the Joint Filing Agreement.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement.
7.2 Press Release dated November 15, 1996.
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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: November 22, 1996 GFI COMPANY
By: /s/ Edward L. Gaylord
---------------------------------
Name: Edward L. Gaylord
Title: President
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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: November 22, 1996
/s/ Edward L. Gaylord
----------------------------------
Edward L. Gaylord
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EXHIBIT 7.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities and
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them a Statement on Schedule 13D (including
amendments thereto) with regard to the common stock of Western Pacific
Airlines, Inc., and further agree that this Joint Filing Agreement be included
as an Exhibit to such joint filings. In evidence thereof, the undersigned,
being duly authorized, hereby execute this Agreement as of the 22nd day of
November, 1996.
GFI COMPANY
By: /s/ Edward L. Gaylord
----------------------------------
Name: Edward L. Gaylord
Title: President
/s/ Edward L. Gaylord
--------------------------------------
Edward L. Gaylord
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EXHIBIT 7.2
PRESS RELEASE DATED NOVEMBER 15, 1996
WESTPAC PREPARES FOR GROWTH
COLORADO SPRINGS, Colo. -- Western Pacific Airlines (NASDAQ:WPAC)
today announced a plan for leadership expansion "that will help speed our
transition from a successful startup operation to an airline that will fulfill
its promise as a strong, stable competitor in the airline industry" said Edward
R. Beauvais, Westpac Chairman, President and CEO.
Beauvais said that the company's Board of Directors has implemented a
search to recruit a seasoned airline executive to assume the day-to-day
operating responsibilities of the airline as President and CEO. Beauvais will
retain his duties as Chairman of Westpac as well as Chairman of Mountain Air
Express, Inc., Westpac's subsidiary that will soon begin serving points in
Colorado. He will also continue to lead the company's Colorado Springs airport
expansion project and the new Boeing aircraft deliveries in 1997.
"There is no doubt that much of the credit for our rapid growth in
such a short period of time is due to Ed Beauvais and the team he assembled to
start this airline in April of 1995," said Ivan Irwin, a member of the Westpac
Board of Directors. "Our focus now needs to be on taking the success we have
had and building on that base to ensure we remain effective competitors in an
ever-changing environment and provide maximum value to our shareholders."
"Our strategy has always been to have a strong management team in
place for every phase of our growth," said Irwin. "We've enjoyed a great
beginning, we have excellent resources in place and a strong balance sheet, and
we expect a smooth transition to the next level."
To ensure that smooth transition, Irwin said that Board member John S.
Lancy has offered to create a vacancy on the Board for the new CEO by agreeing
to resign as a Board member and its Vice Chairman. Lancy has resigned as
general counsel; he will assist the Board in procuring new outside general
counsel and will remain available for completing ongoing projects.
"Mr. Lancy's efforts on behalf of the company in its formative stages
have been invaluable and have contributed significantly to our many successes,"
said Beauvais. "As our operations now require the addition of a full-time
airline operating executive, John can be relieved to return to his law practice
in Phoenix with our gratitude."
Irvin noted that all other senior management will remain in place and
will continue to serve at the discretion of the new CEO.
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"Evolution and renewal will continue to be the rule more than the
exception throughout this industry in the years to come," said Beauvais. "I'm
looking forward to broadening our management team, which will allow me to put
my talents to their best use, which is growing the business."
Based in Colorado Springs, Western Pacific was founded in 1995 as a
low-cost airline serving western U.S. markets. In only 18 months, the airline
has grown into a national carrier that currently serves 23 cities with a young,
fuel efficient fleet of Boeing 737-300s.
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