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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uz7bNGAjWc/Q3pNeBBe1WOQLXpaLM7mq2coEoKgBHxkD59is2s5UPDK83Oq2QWmh RzW+yR60Rl9nn23ZeG+EAQ== 0001145443-04-000950.txt : 20040604 0001145443-04-000950.hdr.sgml : 20040604 20040604152154 ACCESSION NUMBER: 0001145443-04-000950 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040604 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC AIRWAYS HOLDINGS INC CENTRAL INDEX KEY: 0001159154 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 061449146 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79882 FILM NUMBER: 04849759 BUSINESS ADDRESS: STREET 1: 2500 S HIGH SCHOOL ROAD STREET 2: SUITE 160 CITY: INDIANAPOLIS STATE: IN ZIP: 46241 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 SC 13D 1 d14831.htm AutoCoded Document

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*

Republic Airways Holdings Inc.
____________________________________________________________________________________________________________
(Name of Issuer)

Common Stock, $.001 per share par value
____________________________________________________________________________________________________________
(Title of Class of Securities)

760276 10 5
____________________________________________________________________________________________________________
(CUSIP Number)

Gregory L. Riggs, Esquire
Senior Vice President – General Counsel
Delta Air Lines, Inc.
Dept. 981
P.O. Box 20574
Atlanta, GA 30320
(404) 715-2600
____________________________________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 26, 2004
____________________________________________________________________________________________________________
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 2 of 10 Pages

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Delta Air Lines, Inc. (I.R.S. Identification No.: 58-0218548)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o
(b) o

SEC USE ONLY

SOURCE OF FUNDS*
WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES

SOLE VOTING POWER
4,500,000⁽¹⁾

BENEFICIALLY
OWNED BY

SHARED VOTING POWER
0

EACH
REPORTING

SOLE DISPOSITIVE POWER
4,500,000⁽¹⁾

PERSON
WITH

SOLE DISPOSITIVE POWER
0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,500,000⁽¹⁾

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%⁽²⁾

TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT

⁽¹⁾

Represents shares of common stock that the Reporting Person may acquire upon the exercise of warrants to purchase Common Stock, all of which are currently exercisable.

⁽²⁾

The percentage reflects the relationship of the number of shares of Common Stock of the Issuer that the Reporting Person beneficially owns bears to the 25,450,000 shares of the Common Stock outstanding at June 1, 2004 upon the completion of the Issuer’s initial public offering (as reported in the Issuer’s Final Prospectus filed under Rule 424(b)(4) on May 27, 2004) plus 4,500,000 shares of Common Stock issuable upon exercise of the warrants held by the Reporting Person.

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 3 of 10 Pages

Item 1. Security and Issuer

This statement relates to the common stock, par value $.001 per share (“Common Stock”), of Republic Airways Holdings Inc., a Delaware corporation (“Republic”). The address of the principal executive offices of Republic is 2500 S. High School Road, Suite 160, Indianapolis, Indiana 46241.

Item 2. Identity and Background

(a)-(c), (f) Delta Air Lines, Inc., a Delaware corporation (“Delta”), is a major air carrier that provides scheduled air transportation for passengers and cargo throughout the United States and around the world. As of May 1, 2004, Delta (including its wholly owned subsidiaries, Atlantic Southeast Airlines, Inc. and Comair, Inc.) served 206 domestic cities in 46 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, as well as 47 international cities in 31 countries. Delta mainline, domestic and international service, Song®, Delta Express, Delta Shuttle®, Delta Connection®, Delta SkyTeam®, and Worldwide Partners operate 7,675 flights each day to over 497 cities in 86 countries.

The name, business address and present principal occupation of each of the directors and executive officers of Delta are set forth on Schedule I hereto. Each director and executive officer of Delta is a citizen of the United States of America.

(d)-(e) Neither Delta nor, to the best of its knowledge, any of its directors or officers has during the last five years been (i) convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of 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 of, 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 Considerations

On June 7, 2002, Delta entered into the Delta Connection Agreement (as amended, the “Connection Agreement”), with Chautauqua Airlines, Inc., a subsidiary of Republic (“Chautauqua”). In conjunction with the Connection Agreement, Delta received (a) a warrant to purchase up to 1,500,000 shares of Common Stock for $12.50 per share (the “2002 Warrant”); (b) a warrant to purchase up to 1,500,000 shares of Common Stock at a price per share equal to 95% of Republic’s initial public offering (the “IPO”) price per share of Common Stock (the “IPO Warrant”); (c) the right to purchase up to 5% of the shares of Common Stock offered for sale in the IPO at the IPO public offering price per share; and (d) the right to receive a warrant to purchase up to an additional 60,000 shares of Common Stock for each additional aircraft Chautauqua operates for Delta above the 22 aircraft under the original Connection Agreement.

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 4 of 10 Pages

The 2002 Warrant became exercisable in whole or in part at any time upon issue and remains exercisable until June 7, 2012. The IPO Warrant became exercisable in whole or in part at any time beginning on the closing date of the IPO, June 2, 2004, at a price per share of $12.35 and, subject to earlier cancellation or reduction if the Connection Agreement is terminated in certain circumstances or if aircraft are taken out of service in certain circumstances, remains exercisable until June 2, 2014. Delta has waived the right described under (c) above to purchase shares of Common Stock in the IPO.

In February and October 2003 and March 2004, Delta and Chautauqua amended the Connection Agreement to increase from 22 to 34, then from 34 to 39, and then from 39 to 47, the number of aircraft operated by Chautauqua for Delta. As a result of these amendments and in accordance with the provision of the Connection Agreement described in (d) above, Delta received three new warrants (the “2003 and 2004 Warrants”), as follows:

on February 7, 2003, a warrant to purchase up to 720,000 shares of Common Stock for (1) $12.50 per share if exercised prior to the completion of the IPO, or (2) the price per share at which the Common Stock was sold in the IPO if exercised in connection with or after the IPO;

on October 1, 2003, a warrant to purchase up to 300,000 shares of Common Stock for (1) $18.00 per share if exercised prior to the completion of the IPO, or (2) 95% of the price per share at which the Common Stock was sold in the IPO if exercised in connection with or after the IPO; and

on March 10, 2004, a warrant to purchase up to 480,000 shares of Common Stock for (1) $18.00 per share if exercised prior to the completion of the IPO, or (2) 95% of the price per share at which the Common Stock was sold in the IPO if exercised in connection with or after the IPO.

The 2003 and 2004 Warrants became exercisable in whole or in part immediately upon issue and remain exercisable at any time until ten years from their respective dates of issue. Because Delta did not exercise the 2003 and 2004 Warrants prior to the completion of the IPO, the exercise prices of these warrants are $13.00, $12.35, and $12.35, respectively.

Item 4. Purpose of Transaction

Delta currently anticipates holding all of the warrants described in Item 3 above for investment purposes. Depending on market conditions and other factors, including an evaluation of Republic’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions, Delta may from time to time exercise its warrants (including pursuant to cashless exercise provisions contained in each of the warrants), hold the shares received upon exercise, acquire additional securities of Republic or dispose of all or a portion of its investment in Republic.

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 5 of 10 Pages

Except as described in this statement, neither Delta nor, to the best of its knowledge, any of the persons named in Schedule A to this statement presently has any plans or proposals which relate to or would result in any of the following:

(a)

The acquisition by any person of additional securities of Republic, or the disposition of securities of Republic;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Republic or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of Republic or any of its subsidiaries;

(d)

Any change in the present board of directors or management of Republic, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of Republic;

(f)

Any other material change in Republic’s business or corporate structure;

(g)

Changes in Republic’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Republic by any person;

(h)

Causing a class of securities of Republic to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of Republic becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

Any action similar to any of those enumerated above.

Delta is a party to an Amended and Restated Registration Rights Agreement, dated as of June 7, 2002, by and among Republic and some of Republic’s stockholders and warrantholders, pursuant to which the stockholders and warrantholders have the right in certain circumstances to require Republic to register their shares of common stock for resale under the Securities Act of 1933. Except in limited circumstances, Republic is obligated to pay all expenses in connection with such a registration. A copy of the Amended and Restated Registration Rights Agreement has been filed with the Securities and Exchange Commission by Republic and is incorporated herein by reference.

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 6 of 10 Pages

Item 5. Interest in Securities of Issuer

(a)-(b) The 4,500,000 shares of Common Stock beneficially owned by Delta, all of which are shares that Delta has the right to acquire under the warrants described in Item 3 above, represent 15.0% of the 25,450,000 shares of Common Stock outstanding at June 1, 2004 upon the completion of the IPO (as reported in the Issuer’s Final Prospectus filed under Rule 424(b)(4) on May 27, 2004) plus 4,500,000 shares of Common Stock issuable upon exercise of the warrants held by Delta. Delta has the sole voting and dispositive power over all such shares of Common Stock that it has the right to acquire. To Delta’s knowledge, none of the persons listed on Schedule I beneficially own any Common Stock.

(c) Other than the transactions described in Item 4 above, neither Delta nor, to the best of Delta’s knowledge, any of the individuals listed on Schedule I has effected any transactions in Common Stock during the past 60 days.

(d) No person other than Delta has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Delta.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 is incorporated in this Item 6 by reference. Delta has agreed not to offer, pledge, sell, contract to sell, or otherwise dispose of, directly or indirectly, any shares of Common Stock, for a period of 180 days after May 26, 2004, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. This agreement does not prohibit Delta from exercising its right to acquire any shares of Common Stock under the warrants described in Item 3.

Item 7. Material to be Filed as Exhibits

Exhibit Description

Delta Connection Agreement, dated June 7, 2002, between Delta and Chautauqua (incorporated by reference to Exhibit 10.52 to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on June 20, 2002)

Amendment Number One, dated February 7, 2003, to Delta Connection Agreement, dated June 7, 2002, between Delta and Chautauqua (incorporated by reference to Exhibit 10.31(a) to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on May 6, 2004)

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 7 of 10 Pages

Amendment Number Two, dated September 30, 2003, to Delta Connection Agreement, dated June 7, 2002, between Delta and Chautauqua (incorporated by reference to Exhibit 10.31(b) to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on March 19, 2004)

Amendment Number Three, dated March 10, 2004, to Delta Connection Agreement, dated June 7, 2002, between Delta and Chautauqua (incorporated by reference to Exhibit 10.31(c) to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on March 19, 2004)

Agreement, dated June 7, 2002, between Republic and Delta (incorporated by reference to Exhibit 10.48 to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on June 20, 2002)

Amendment Number One, dated October 1, 2003, to Agreement dated June 7, 2002 between Republic and Delta (incorporated by reference to Exhibit 10.27 to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on March 19, 2004)

Amended and Restated Registration Rights Agreement, dated as of June 7, 2002, between Republic, Imprimis Investors, LLC, Wextrum Spectrum Fund I, L.P., Wexford Offshore Spectrum Fund, Wexford Partners Investment Co. LLC, WexAir LLC and Delta (incorporated by reference to Exhibit 10.15 to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on June 20, 2002)

Private Placement Warrant to Purchase Shares of Common Stock of Republic dated June 7, 2002 (incorporated by reference to Exhibit 10.49 to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on June 20, 2002)

Form of Warrant to Purchase Shares of Common Stock of Republic (incorporated by reference to Exhibit 10.50 to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on June 20, 2002)

Warrant to Purchase Shares of Common Stock of Republic dated February 7, 2003 (incorporated by reference to Exhibit 10.28(a) to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on July 3, 2003)

Warrant to Purchase Shares of Common Stock of Republic dated October 1, 2003 (incorporated by reference to Exhibit 10.28(b) to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on March 19, 2004)

Warrant to Purchase Shares of Common Stock of Republic dated March 10, 2004 (incorporated by reference to Exhibit 10.28(c) to Republic’s Registration Statement on Form S-1/A, No. 333-84092, as filed on March 19, 2004)

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 8 of 10 Pages

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.

DELTA AIR LINES, INC.

By: /s/ Leslie P. Klemperer
Name: Leslie P. Klemperer
Title: Vice President - Deputy General
Counsel and Secretary

Dated: June 4, 2004

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 9 of 10 Pages

Schedule I

DIRECTORS AND EXECUTIVE OFFICERS OF
DELTA AIR LINES, INC.

The names, business addresses and present principal occupations or employment of the directors and executive officers of Delta are set forth below. Where no business address is given, such director's or officer's address is Delta Air Lines, Inc., c/o Gregory L. Riggs, Dept. No. 981, P.O. Box 20574, Atlanta, GA 30320. Unless otherwise indicated, the occupation set forth opposite an individual's name refers to Delta. All of the persons listed below are citizens of the United States.

DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)

NAME AND ADDRESS

POSITION WITH DELTA

PRESENT PRINCIPAL OCCUPATION
(IF OTHER THAN WITH DELTA)

Edward H. Budd

Director

Retired Chairman of the Board and Chief
Executive Officer of The Travelers Corporation

George M.C. Fisher

Director

Retired Chairman of the Board and Chief
Executive Officer of Eastman Kodak Company

David R. Goode

Director

Chairman of the Board, President and Chief
Executive Officer of Norfolk Southern Corporation

Gerald Grinstein

Director
Chief Executive Officer

—

John F. Smith, Jr.

Director

Retired Chairman of the Board and Chief
Executive Officer of General Motors Corporation

Joan E. Spero

Director

President of the Doris Duke Charitable Foundation

Larry D. Thompson

Director

Senior Fellow of the Brookings Institution

SCHEDULE 13D

CUSIP No. 760276 10 5

Page 10 of 10 Pages

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

NAME AND ADDRESS

POSITION WITH DELTA

PRESENT PRINCIPAL OCCUPATION
(IF OTHER THAN WITH DELTA)

Vicki B. Escarra

Executive Vice President and
Chief Customer Service Officer

—

Michael J. Palumbo

Executive Vice President and
Chief Financial Officer

—

Joseph C. Kolshak

Senior Vice President and
Chief of Operations

—

Lee A. Macenczak

Senior Vice President and
Chief Human Resources Officer

—

Paul G. Matsen

Senior Vice President and
Chief Marketing Officer

—

Gregory L. Riggs

Senior Vice President, General Counsel
and Chief Corporate Affairs Officer

—

James M. Whitehurst

Senior Vice President and Chief Network
and Planning Officer

—

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