UNITED STATES
SECURITIES AND EXCHANGE COMM1SSION
Washington, D.C. 20549
SEC FILE NUMBER 33-97862
CUSIP NUMBER 959080 10 2
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form N-SAR
For Period Ended: 12/31/96
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form IO-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant
Western Pacific Airlines, Inc.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
2864 S. Circle Drive, Suite 1100, Colorado Springs, CO 80906
City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
a)The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] b)The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
c)The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable. (See EX-2)
PART III - NARRATIVE (See EX-3)
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stacy Mihalsky 719 527-7421
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ X ]Yes [ ]No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [ X ]Yes [ ]No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
(See Attached EX-4)
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Western Pacific Airlines, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1997 By Stacy Mihalsky
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Chief Accounting Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (*32.201 or *32.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (*32.13(b) of this
chapter).
April 1, 1997
Mr. George Leonard
Western Pacific Airlines, Inc.
2864 South Circle Drive, Suite I 100 Colorado Springs, CO 80906
Dear George:
As you are well aware, you and your staff have been extremely occupied with
several significant transactions/events that have arisen subsequent to year
end, some of which will impact the disclosure in your December 31, 1996
financial statements and Form 10-K. As a result, the financial statements and
Form 10-K have not yet been completed and therefore, we will not be prepared
to issue our report on the Company's December 31, 1996 financial statements by
the March 31, 1997 deadline. We will work diligently with you and your staff
over the next two weeks to help complete the remaining portions of the
financial statements and Form 10-K so that it can be filed by April 15, 1997.
Very truly yours,
Arthur Andersen, LLP
Phoenix, AZ
April 1, 1997
Securities & Exchange Commission
Washington, D.C. 20549
Reference: Western Pacific Airlines File #33-97862
Part III Narrative
The Registrant's Report on Form 10-K for the year ended December 31,
1996, was not filed on March 31, 1997, but will be filed on or before the
fifteenth calendar day following March 31, 1997. The Registrant has not yet
been able to finalize its financial statements, and its independent auditors,
Arthur Andersen LLP, therefore, has not yet been able to complete their audit
and render their opinion. The Registrant believes that completion of the
financial statements could not have been accomplished within the prescribed
period without unreasonable effort and expense taking into account the various
issues related to restructuring charges, start up expenses of certain
consolidated subsidiaries that commenced operations during the fourth quarter
of 1996 and post year-end financings and other transactions that needed to be
addressed within the limits of the Registrant's existing personnel and
financial resources. A copy of a letter from Arthur Andersen LLP is attached
hereto.
April 1, 1997
United States Securities and Exchange Commission
Washington, D.C. 20549
Reference: Western Pacific Airlines, Inc.
File #33-97862
Part IV- Other Information
(3) Western Pacific Airlines, Inc. (the Company) has a fiscal year end of
December 31. The Company reported a net loss of $3.0 million ($.27 per share)
for the fourth quarter of 1995. For the fourth quarter of 1996, the Company
reported a loss of $20.9 million ($1.57 per share), which included
restructuring charges of $7.7 million, related to changes in senior management
and discontinuation of certain software development projects. Additionally,
the fourth quarter of 1996 was the first quarter that included consolidated
results for the Company's investments in Mountain Air Express and Colorado
Springs Car Rental, Inc. The Company's share of losses for the fourth quarter
of 1996 that was attributable to these investments was $2.0 million.
