-----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, GQGnCi2qnAlcnnojTVLPh7MJ4jKxBobi7+0dvTBz/+w97ZdTA1hil3Nvu4fUYdr5 Cjtlod6zrBXkuEzNrNl0LQ== 0000927356-97-001132.txt : 19971002 0000927356-97-001132.hdr.sgml : 19971002 ACCESSION NUMBER: 0000927356-97-001132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER AIRLINES INC /CO/ CENTRAL INDEX KEY: 0000921929 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 841256945 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24126 FILM NUMBER: 97689591 BUSINESS ADDRESS: STREET 1: 12015 EAST 46TH AVE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033717400 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 29, 1997 FRONTIER AIRLINES, INC - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Colorado 0-24126 84-1256945 -------- ------- ---------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 12015 E. 46th Avenue, Denver, CO 80239 -------------------------------- ----- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (303) 371-7400 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 5 OTHER EVENTS - ------ ------------ On September 29, 1997, Frontier Airlines, Inc. (the "Company") entered into a termination agreement (the "Agreement") with Western Pacific Airlines, Inc. ("West Pac"). The Agreement provides for (a) the termination, as of September 29, 1997, of the Agreement and Plan of Merger, dated as of June 30, 1997, between the Company and West Pac, and (b) the termination, as of November 16, 1997, of the Codeshare Agreement, dated June 30, 1997, between the Company and West Pac. The Company and West Pac announced the Agreement in a joint press release on September 29, 1997. ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FIANANCIAL INFORMATION AND EXHIBITS - ------ ------------------------------------------------------------------- (c) Exhibits -------- 10. Agreement, dated September 29, 1997, between Frontier Airlines, Inc. and Western Pacific Airlines, Inc. 99. Joint Press Release, dated September 29, 1997. SIGNATURES 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. FRONTIER AIRLINES, INC. Date: September 30, 1997 By: /s/ Arthur T. Voss ---------------------------------------- Arthur T. Voss, Vice President EX-10 2 AGREEMENT DATED 9/29/97 EXHIBIT 10 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 (the "Merger Agreement") dated as of June 30, 1997; and WHEREAS, WestPac and Frontier entered into a Codeshare Agreement (the "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 hereto. 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 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 an 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 E. Leonard By: /s/ Samuel D. Addoms ------------------------------------ --------------------------------- George E. Leonard Samuel D. Addoms Vice President and CFO President and CEO 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 an air carrier other than WestPac or Frontier, such reaccommodation cost will be borne by the Marketing Carrier. Attachment 2 See Exhibit 99 EX-99 3 JOINT PRESS RELEASE, DATED 9/29/97 EXHIBIT 99 FOR IMMEDIATE RELEASE For Frontier Airlines - --- -------- -------- Media contact: Bob Schulman (303) 371-7400 Ext. 1052 Investor relations contact: Mark Brand (303) 449-7771 For Western Pacific Airlines - --- ------- ------- -------- Media contact: Elise Eberwein (719) 527-7363 e-mail: EberwinE@westpac.com Investor relations contact: George Leonard (719) 527-7394 FRONTIER AIRLINES AND WESTERN PACIFIC AIRLINES TERMINATE MERGER AND CODESHARE AGREEMENTS DENVER (Sept. 29, 1997) -- 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 Nov. 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." -- more -- FRONTIER/WESTERN PACIFIC/2 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. ### -----END PRIVACY-ENHANCED MESSAGE-----