Western Pacific Airlines Inc/DE · 8-K · For 6/30/97 · EX-10.3

Filed On 7/8/97   ·   SEC File 0-27238   ·   Accession Number 912057-97-23615

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-10.1     Material Contract                                     62    243K 
 3: EX-10.2     Material Contract                                     20     60K 
 4: EX-10.3     Material Contract                                      5     19K 

EX-10.3   ·   Material Contract

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      Exhibit 10.3

Joint Press release dated June 30, 1997.                                        

Western Pacific Airlines and Frontier Airlines announce merger plans            

Aug. 1, 1997 codeshare to precede merger                                        

COLORADO SPRINGS, June 30, 1997 --- Western Pacific Airlines Inc.       
(NASDAQ:WPAC) and Frontier Airlines Inc. (NASDAQ:FRNT) today announced their    
respective boards' approval of a definitive agreement whereby Western Pacific   
would acquire Frontier through a merger.                                        
The announcement was made at a joint press conference held at Denver    
International Airport. The airlines have targeted Aug. 1, 1997, for commencement
of an interim codeshare arrangement that will provide for display of their      
combined schedule under both airline codes and expect that the merger could be  
completed by October.                                                           
  Western Pacific's President and Chief Executive Officer, Robert A. Peiser,
who would continue in those roles at the combined company, said: "This is an    
exciting combination that makes great sense for both companies. In addition to  
helping us reach a critical mass, combining the carriers will allow us to offer 
a significant number of flights in each market and to unite two of the most     
dedicated employee groups in the industry."                                     
The merger agreement anticipates an exchange of .75 share (subject to   
possible adjustment under certain circumstances) of Western Pacific stock for   
each share of Frontier stock and will give Frontier stockholders approximately  
31% ownership of the combined company. In addition, upon the occurrence of the  
merger, three Frontier directors shall join Western Pacific's board of          
directors, which will be expanded to a total of nine directors.                 
Frontier President and Chief Executive Officer Sam Addoms, said: "The   
ultimate beneficiary of this alliance is the customer. The combined operations  
will provide both local and connecting passengers with the kind of schedule and 
service alternatives that are critical to the growth and development of both the
combined Company and the Denver market. In addition, this merger goes a long way
towards assuring the success of the combined Company and the personal success of
all of our employees."                                                          
Following its recent entry into the Denver market, Western Pacific is   
already the second largest airline at Denver International Airport as measured  
by daily jet departures. In terms of fleet size, the merger will position the   
new carrier as one of the largest new entrant, low-fare carriers in the United  
States. Effective Aug. 1, under the codeshare arrangement, the carriers plan to 
operate 30 Boeing 737 aircraft with 76 daily jet departures from Denver         
International Airport serving 25 markets.  By year's end, the combined carrier  
plans to operate 34 Boeing 737 aircraft with 86 daily jet departures serving 26 
markets. Of the 34 total, eight would be new aircraft, placed into service in   
1997. An additional new aircraft is scheduled for delivery in January, 1998.    
Both jet carriers and Mountain Air Express, Western Pacific's majority-owned    
commuter affiliate, will continue to operate out of DIA's A Concourse and plan  
to utilize a total of 11 gates.                                                 
Specifics on the combined schedules will be announced separately. No    
decision has been made on the name of the new combined carrier and several      
options, including a new name, are being considered. The merged carriers'       
headquarters will be in Colorado Springs. The merger is                         

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subject to various regulatory approvals as well as that of the stockholders     
of each of the companies.                                                       
  Peiser continued, "We will still offer fares which are among the lowest in
the industry partly because, given the number of aircraft available to the      
combined carrier, we will be able to further improve productivity and reduce    
costs.                                                                          
 "In addition to our low costs and our continued emphasis on low fares, we
are very excited about the product improvements Western Pacific has recently    
undertaken in order to provide a higher level of professional service. These    
improvements include seat assignments, limited food service on longer flights, a
frequent flyer program and new uniforms."                                       
Peiser concluded, "Both Frontier and Western Pacific have always made   
safety and reliability the number one priority and this will not change. In     
addition, following the merger, we will integrate the carriers so that we take  
advantage of the best elements both have to offer. The airline we envision will 
combine the qualities of an established carrier with the entrepreneurial spirit 
associated with a new company."                                                 

Statements contained in this press release which are not historical facts are   
forward-looking statements as that item is defined in the Private Securities    
Litigation Reform Act of 1995. 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        
company's filings with the Securities and Exchange Commission.                  

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Schedule Information                                                            

        Western Pacific and Frontier Airlines will operate two independent
schedules until Aug. 1, 1997, when a formal codeshare arrangement is scheduled  
to go into effect.  The table below outlines the fleet size, markets served and 
daily flights contained in the Aug. 1 schedule.                                 
         The Dec. 15, 1997 schedule assumes the completion of the merger and
combines both carriers' fleets and markets.                                     

Aug. 1, 1997 codeshare                                                          
----------------------                                                          
Fleet Size                                                              
Western Pacific                   19 Boeing 737-300s
Frontier                           7 Boeing 737-200s
                                   4 Boeing 737-300s
MAX                                4 Dornier 328s   
Total Fleet                                 34                          

Markets Served (including Denver)                                               
Western Pacific & Frontier              26          
MAX                                      3          
Total Markets Served                                  29                        

Daily Flights (from DIA)                                                        
Western Pacific & Frontier                  76            
MAX                                         25            
Total Daily Flights                                   101                       

Dec. 15, 1997 Planned Combined Schedule                                         
---------------------------------------                                         
Fleet Size                                                                      
 Western Pacific                    21 Boeing 737-300s
 Frontier                            7 Boeing 737-200s
                                     6 Boeing 737-300s
MAX                                 4 Dornier 328s  
Total Fleet                                      38                             

Markets Served (including Denver)                                               
Western Pacific & Frontier           27             
MAX                                   3             
Total Markets Served                               30                           

Daily Flights (from DIA)                                                        
Western Pacific & Frontier                     86                       
MAX                                  25             
Total Daily Flights                               111                           

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Western Pacific Airlines Fact Sheet               

--  Founded April 1, 1994 by Edward Beauvais.  Originally named Commercial Air  
but changed to Western Pacific Airlines Inc. before the first day of    
operation which was April 28, 1995.                                     

--  Current fleet consists of 18 Boeing 737-300s.                               

--  Serves 27 markets, in combination with its commuter affiliate, Mountain Air 
Express.                                                                

--  Employee Information(a)                                                     

 Management/Administrative                         113
 Flight Crews (pilots & flight attendants)         452
 Other                                             761
 Total Full-Time Equivalents                     1,326

--  Utilizes 5 gates at DIA on the A Concourse, with a sixth gate to be added   
this summer.                                                            

-Graphic-                                                                       

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Frontier Airlines Fact Sheet              

--  Today's Frontier was resurrected in 1993 by several executives from the     
  original Frontier Airlines.  The new Frontier commenced operations July 5,
1994 with two Boeing 737-200 aircraft serving four cities.              

--  Current fleet consists of 7 Boeing 737-200s and 4 Boeing 737-300s.          

--  Frontier currently serves 15 markets, including Denver.                     

--  Employee Information(a)                                                     

 Management/Administration                          84
 Flight Crews (pilots & flight attendants)         276
 Other                                             390
 Total Full-Time Equivalents                       750

--  Frontier operates out of four gates on the A Concourse at Denver            
International Airport.                                                  

Note (a): As of 6/15/97                                   

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		4/1/94		4
		7/5/94		5
		4/28/95		4
For The Period Ended		6/30/97		1					10-Q, 8-K
Filed On / Filed As Of		7/8/97							SC 13G/A
		8/1/97		1		3
		12/15/97		3
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