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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): SEPTEMBER 29, 1997
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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 5. OTHER EVENTS.
On September 29, 1997, Western Pacific Airlines, Inc. (the "Registrant")
and Frontier Airlines, Inc. ("Frontier") announced in a joint press release
that the parties had terminated the Agreement and Plan of Merger by and
between Frontier and the Registrant (the "Merger Agreement"). The
termination was effected pursuant to a Termination Agreement dated
September 29, 1997, by and between Frontier and the Registrant, a copy of
which is attached as Exhibit 10.1 and is hereby incorporated by reference.
A copy of the joint press release of the Registrant and Frontier, dated
September 29, 1997, is attached as Exhibit 10.2 and is hereby incorporated by
reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
10.1 Termination Agreement dated as of September 29, 1997 by and
between Western Pacific Airlines, Inc. and Frontier
Airlines, Inc.
10.2 Joint Press Release dated September 29, 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: September 30, 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 Termination Agreement dated as of September 29, 1997 by
and between Western Pacific Airlines, Inc. and Frontier
Airlines, Inc.
10.2 Joint Press Release dated September 29, 1997.
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Exhibit 10.1
AGREEMENT
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 dated as of June 30, 1997; and
WHEREAS, WestPac and Frontier entered into a 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 hereof. 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
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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.
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
as 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 Leonard By: /s/Samuel D. Addoms
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George Leonard Samuel D. Addoms
Vice President and CFO President and CEO
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Attachment 1
AMENDMENT TO CODESHARE AGREEMENT
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 a air
carrier other than WestPac or Frontier, such reaccommodation cost will be
borne by the Marketing Carrier.
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Attachment 2
DENVER, Sept. 29/PRNewswire/--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
November 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."
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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Exhibit 10.2
Joint Press Release dated September 29, 1997
DENVER, Sept. 29/PRNewswire/--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 November 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."
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.
SOURCE Western Pacific Airlines, Inc.
CONTACT: Bob Schulman, Media, 303-371-7400, Ext. 1052, or Mark
Brand, Investor Relations, 303-449-7771, both of Frontier Airlines;
or Elise Eberwein, Media, 719-527-7363, e-mail:
[email protected], or George Leonard, Investor Relations,
719-527-7394, both of Western Pacific Airlines
