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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 ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) July 10, 1997
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ValuJet, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 0-26914 58-2189551
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
1800 Phoenix Boulevard, Suite 126, Atlanta, Georgia 30349
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (770) 907-2580
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On July 10, 1997, the Company entered into a Plan of Reorganization and
Agreement of Merger with Airways Corporation ("Airways") under which
Airways would be merged with and into the Company and the stockholders
of Airways would receive one share of common stock of the Company for
each share of Airways common stock held as of the effective date of
merger. The merger is subject to various terms and conditions set forth
in the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed as a part of this report.
20 - Press Release dated July 10, 1997.
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.
VALUJET, INC.
By: /s/ Robert L. Priddy
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Robert L. Priddy,
Chairman of the Board
July 10, 1997
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EXHIBIT 20
[LETTERHEAD OF VALUJET AIRLINES APPEARS HERE]
AirWays And ValuJet Announce Merger Agreement
Carriers Will Share Common Parent Company
ORLANDO, Fla., July 10/PRNewswire/ -- AirWays Corporation (Nasdaq:
AAIR), parent company to AirTran Airways, and ValuJet, Inc. (Nasdaq: VJET),
parent company of ValuJet Airlines, today jointly announced the signing of an
agreement to merge the two holding companies. The newly created holding company
will operate as AirTran Holdings, Inc.
The merger is subject to shareholder, bondholder, regulatory and certain
other approvals and provides for a one-for-one stock exchange, whereby each
share of AirWays stock will be exchanged for one share of ValuJet common stock.
ValuJet will issue approximately 9,067,937 shares of common stock in the
transaction, representing a value of approximately $61.8 million based on
ValuJet's closing stock price of $6.81 on July 9th.
The final merger and closing date are anticipated to occur within three
to four months. The combination has been structured as a tax-free merger. The
carriers will continue to function under their respective operating
certificates.
The location of the holding company's headquarters is under review, with
Orlando currently the lead candidate. A final decision will be based on the
proposals of various communities to ensure the best results for shareholders,
employees, and customers.
ValuJet will nominate four members to the board of directors of the
combined entity, while AirWays will nominate three. Robert D. Swenson,
chairman, president and chief executive officer of AirWays Corporation will
serve as a non-executive chairman of the combined company. D. Joseph Corr, who
joined ValuJet in November 1996 as president and chief executive officer will
serve in the same capacities of the combined company. Corr previously served
as chairman, president and CEO of Continental Airlines and as president of Trans
World Airlines.
"This agreement provides an excellent opportunity to combine two
complementary business plans and provide access to reliable service and
affordable fares to large markets currently served by ValuJet and mid-sized
cities with AirTran service," said Corr. "The merged company will benefit from
access to AirWays' maintenance facility in Orlando and the ValuJet launch order
for 50 firm and 50 option McDonnell Douglas MD-95s with delivery scheduled to
begin in June 1999."
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"The companies have many synergies including affordable fares, a focus
on the leisure traveler and some of the industry's most dedicated and
experienced employees," said Swenson. "This merger should significantly enhance
AirTran's growth prospects with the strong cash position of the merged companies
and our combined operating fleet total of more than 40 aircraft. We believe this
merger will generate substantial benefits for our shareholders, employees and
customers."
Today AirTran Airways provides affordable service between Orlando and 23
cities with a fleet of Boeing 737 aircraft. The carrier is expecting delivery
of its eleventh Boeing 737 aircraft by the end of July.
Atlanta-based ValuJet Airlines currently operates 200 system-wide peak
daily departures to 24 cities with a fleet of 30 aircraft.
COMBINED ENTITY STATISTICS*
Total Employees: 2742
Number of Cities Served: 46
Peak Daily Departures: 238
Total Aircraft: 40
June 1997 ASMs (000) 368,152
* As of July 09, 1997.
Statements contained in this press release that are not based upon
current or historical fact are forward looking in nature. 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 Companies' filings with the Securities and
Exchange Commission.
