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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 1997
Western Pacific Airlines, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27238 86-0758778
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File number) Identification No.)
2864 South Circle Drive
Colorado Springs, CO 80906
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 579-7737
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Former name or former address, if changed since last report
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Item 3. BANKRUPTCY OR RECEIVERSHIP.
On October 5, 1997, Western Pacific Airlines, Inc., a Delaware
corporation (the "Registrant") filed a voluntary petition for relief under
Chapter 11, Title 11 of the United
States Code (the "Bankruptcy Code") with the United States Bankruptcy Court for
the District of Colorado (the "Court").
The Chapter 11 filing is intended to allow the Registrant, as
debtor-in-possession, to continue to manage and operate its assets and
businesses in the ordinary course of business, pending the confirmation of a
plan of reorganization and subject to the supervision and orders of the Court.
The Registrant is also actively pursuing debtor-in-possession financing.
A copy of the press release of the Registrant, dated October 6, 1997, is
attached as Exhibit 10.1 hereto and hereby incorporated by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Press Release dated October 6, 1997
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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 thereunto duly authorized.
Dated: October 8, 1997 WESTERN PACIFIC AIRLINES, INC.
By: /s/Robert A. Peiser
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Name: Robert A. Peiser
Title: President and Chief Executive
Officer
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INDEX
Exhibit
Number Description of Document
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10.1 Press Release dated October 6, 1997
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Exhibit 10.1
Western Pacific Airlines Files Petition For Protection Under Chapter 11
COLORADO SPRINGS, Colo., Oct. 6 /PRNewswire/ -- Western Pacific Airlines,
Inc. (Nasdaq: WPAC) has filed a petition with the United States Bankruptcy Court
for the District of Colorado in Denver under Chapter 11 of the Federal
Bankruptcy Code. The Company also disclosed today that it is actively
negotiating a letter of intent for "debtor in possession" financing.
"We regret the necessity of seeking protection under Chapter 11," said
Western Pacific President and Chief Executive Officer Robert A. Peiser.
"Although new management installed within the past year changed many operating
strategies of the Company, there simply was an insufficient amount of time to
capitalize on the Company's fundamental strength and enable these actions to
produce the positive results anticipated. Our filing should be no cause for
alarm to Western Pacific customers and employees. To the contrary, it replaces
uncertainty with an orderly process that invokes the power of the court to
protect our service and our operations going forward.
"Although our scheduling and product availability problems were addressed
earlier this year by increased utilization, the introduction on SABRE
reservations system and our move to Denver International Airport, we continue to
need additional capital and time in order to accomplish our strategy. Since
last December when I joined the Company, we have had to act very quickly to
implement necessary changes, but we simply have not had enough time yet to reap
the benefits of our business plan. We intend that our original high frequency,
low-fare strategy will remain intact and that Western Pacific will fly through
this difficult period.
"We have a senior management team that includes veteran airline
professionals, a strategy that combines a low fare structure with a number of
amenities that appeal to both business and leisure travelers and continues to
improve load factors and yield, a modern, fuel-efficient fleet which affords us
high aircraft utilization and an enthusiastic and professional employee group.
All of these factors have helped position Western Pacific as one of the
industry's lowest cost carriers with operating costs at sub-7 cent per available
seat mile levels. My own belief in the potential of this airline remains as
high today as it was on the day I originally accepted the challenge."
The Chapter 11 filing stays creditors' claims against the Company until it
can reach an overall agreement with all of its creditors and that agreement is
approved by the court. The result is to allow Western Pacific to continue
operating through this process with business as usual. Western Pacific has
filed motions with the Bankruptcy Court to allow it to ensure its customers
uninterrupted service. The "debtor in possession" financing that the Company is
pursuing would assist in funding its operating capital needs during the Chapter
11 process.
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"The abrupt resignation last Friday afternoon of four members of Western
Pacific's Board of Directors has caused some deep concern with regard to its
impact on the Company. While these Board members did represent the Gaylord
family and Hunt Petroleum Corporation, they had, as all Board members must, a
fiduciary responsibility to all shareholders, creditors and employees of Western
Pacific Airlines. We have asked our attorneys to carefully review these tactics
and advise us regarding the Company's possible legal rights."
Western Pacific serves 17 cities with a fleet of 19 Boeing 737-300
aircraft. Its commuter affiliate Mountain Air Express currently serves 6 cities
with a fleet of five Dornier 328s.
Statements contained in this press release which are not historical facts
are forward looking statements as that item is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed in the
Company's filings with the Securities and Exchange Commission.
ROBERT A. PEISER: A SOLID TRACK RECORD
IN COMPANY TURNAROUNDS
* FoxMeyer Drug Company, Carrollton, TX - 1996
Peiser joined FoxMeyer as vice chairman and chief executive
officer when the Company had just filed for Chapter 11. During
his three-month tenure at FoxMeyer, he successfully engineered
the sale of the Company to McKesson Corporation.
* Trans World Airlines, St. Louis, MO - 1994-1996
Peiser served in various capacities at TWA for more than 12
years. As executive vice president and chief financial officer
of the Company, Peiser was widely credited with being the
architect of TWA's innovative and successful 1995 financial
restructuring, making the airline financially stronger
than it had been in years.
* BBK, Ltd., Southfield, MI - 1992-1994
Peiser was instrumental in broadening the industry focus of this
turnaround consulting firm and assisted numerous clients work
out of difficult operating and financial conditions.
* Orange-co. Inc., Bartow, FL - 1989-1992
During his three-year tenure as chief financial officer and,
subsequently, as president and chief executive officer at
Orange-co., Peiser engineered the Florida citrus producer's
operating improvement. The Company was subsequently named
"Turnaround Company of the Year" in 1992 by The Tampa Tribune.
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* Borman's, Inc., Detroit, MI - 1988-1989
Peiser was chief financial officer of this supermarket chain,
with stores in the Detroit and Salt Lake City areas, when he
spearheaded the Company's recovery and, ultimately, its sale to
A&P.
* ALC Communication Corporation, Birmingham, MI - 1986-1988
As ALC's chief financial officer, Peiser successfully financed
the recovery of this Michigan-based long distance telephone
company under extremely distressed circumstances.
Answers to Customers' Questions
Listed below are answers to some anticipated questions by
consumers regarding Western Pacific's Chapter 11 filing.
Western Pacific Airlines intends to continue to operate as
usual. Neither passengers nor their travel agents need to do
anything out of the ordinary. Western Pacific reservations
sales agents will be available to answer questions if they are
not addressed below, but we encourage passengers to call only
under special circumstances. The reservations number is
800-930-3030.
Question: Answer:
If I hold a reservation on No. Western Pacific intends to
Western Pacific, will the airline's operate a normal schedule.
Chapter 11 filing affect my
travel plans?
If I purchased a ticket on Western Absolutely. Western Pacific
Pacific, is it still valid? will operate in a normal manner
and will honor all tickets.
If I purchased a King Soopers Yes. We intend to honor all
Travel Certificate, will Western tickets in the normal fashion.
Pacific still honor it?
What about future reservations? Yes. Western Pacific intends to
Will I still be able to book a operate as normal and passengers
WestPac flight in the future? may reserve flights and purchase
tickets in the same way they
always have.
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If changes are made in Western All airlines occasionally change
Pacific's flight schedule that flight schedules and affected
affect me, how will I be notified? passengers are automatically re-
booked and notified by phone or
mail in advance of the schedule
change.
If I am holding a Frontier ticket Yes. All tickets booked for
for a flight actually operated by code-shared flights will be
Western Pacific will my ticket be honored in the normal fashion.
honored and vice versa?
If I want to change a reservation Yes. All the normal procedures
or ticket on Western Pacific, can remain unchanged. Passengers
I still do that? can call Western Pacific or their
travel agent to make changes as
allowed by the fare they
purchased.
As a result of the Chapter 11 No. Passengers do not need to do
filing, do I need to contact Western anything different as a result of
Pacific to reconfirm my reservations? the Chapter 11 filing. Western
Pacific intends to continue to
operate in normal fashion.
As a passenger, will I notice any No. Western Pacific intends to
difference in Western Pacific's operate as normal. The Chapter
service as a result of the Chapter 11 11 will have no effect on
filing? passengers.
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