SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Republic Airways Holdings Inc.
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(Name of Issuer)
Common Stock, $.001 per share par value
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(Title of Class of Securities)
760276 10 5
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(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)
December 22, 2004
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(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. [ ]
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).
(Continued on following pages)
(Page 1 of 11 pages)
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 2 of 11 Pages
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1 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)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
3,435,000(1)
NUMBER OF ------- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------- --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 3,435,000(1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,435,000(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%(2)
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14 TYPE OF REPORTING PERSON*
CO
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*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 25,508,756 shares of the Common
Stock outstanding at October 20, 2004 (as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004) plus 3,435,000 shares of Common Stock
issuable upon exercise of the warrants held by the Reporting
Person.
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 3 of 11 Pages
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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
October 1, 2004, Delta (including its wholly owned subsidiaries, Atlantic
Southeast Airlines, Inc. and Comair, Inc.) served 204 domestic cities in 47
states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, as
well as 51 international cities in 33 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. ("Chautauqua"), a subsidiary of Republic. 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.
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
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 4 of 11 Pages
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$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 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:
o 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;
o 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
o 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.
On December 22, 2004, Delta, Chautauqua and Republic entered
into an amendment to the Connection Agreement pursuant to which Delta
surrendered the right to purchase 45% of the shares of common stock of Republic
pursuant to the IPO Warrant, the 2002 Warrant, and the 2003 and 2004 Warrants.
Delta surrendered a portion of these warrants in exchange for a reduction in
Delta's costs under the Connection Agreement. All of these warrants remain
currently exercisable.
On December 22, 2004, Delta received a new warrant to purchase
960,000 shares of the common stock of the Issuer in connection with entering
into a new connection carrier agreement with Republic Airline Inc., another
regional air carrier and a subsidiary of Republic. The new warrant was fully
vested on the date of grant at an exercise price of $11.60 per shares and
expires on the tenth anniversary of the date of grant, subject to (a)
divestiture as to 1/16th of
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 5 of 11 Pages
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the shares subject to such warrant for each aircraft that is not placed into
service under the new connection carrier agreement as a result of a bankruptcy
filing by Delta, and (b) continued performance of Delta under the new connection
carrier agreement. Delta, Republic Airline Inc. and Republic entered into the
new connection carrier agreement as of January 13, 2005.
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.
Except as described in this statement, neither Delta nor, to the
best of its knowledge, any of the persons named in Schedule I 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;
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 6 of 11 Pages
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(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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a)-(b) The 3,435,000 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 11.9% of the 25,508,756 shares of
Common Stock outstanding at October 20, 2004 (as reported in Republic's Quarter
Report on Form 10-Q for the quarter ended September 30, 2004) plus 3,435,000
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.
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 7 of 11 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description
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1 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)
2 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)
3 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)
4 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)
5 Amendment Number Four, dated August 12, 2004, to Delta Connection
Agreement dated June 7, 2004, among Delta, Chautauqua and Republic
(incorporated by reference to Exhibit 99.1 to Republic's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004, as filed
on October 20, 2004)
6 Amendment Number Five, dated December 22, 2004, to Delta Connection
Agreement dated June 7, 2002, among Delta Air Lines, Inc., Chautauqua
and Republic (incorporated by reference to Exhibit 99.1 to Republic's
Current Report on Form 8-K, as filed on December 29, 2004)
7 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)
8 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)
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 8 of 11 Pages
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9 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)
10 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)
11 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)
12 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)
13 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)
14 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)
15 Warrant Surrender Agreement, between Republic and Delta, dated as of
December 22, 2004 (incorporated by reference to Exhibit 99.3 to
Republic's Current Report on Form 8-K, as filed on December 29, 2004)
16 Form of Warrant to Purchase Shares of Common Stock of Republic issued
to Delta, dated as of December 22, 2004 (incorporated by reference to
Exhibit 99.3 to Republic's Current Report on Form 8-K, as filed on
December 29, 2004).
17 Delta Connection Agreement, dated January 13, 2005, among, Delta,
Republic Airline Inc. and Republic (incorporated herein by reference
to Exhibit 99.1 to Republic's Current Report on Form 8-K as filed on
January 20, 2005).
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 9 of 11 Pages
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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
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Name: Leslie P. Klemperer
Title: Vice President - Deputy
General Counsel and Secretary
Dated: January 20, 2005
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 10 of 11 Pages
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Schedule I
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DIRECTORS AND EXECUTIVE OFFICERS OF
DELTA AIR LINES, INC.
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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)
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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
David R. Goode Director Chairman of the Board, President and Chief
Executive Officer of Norfolk Southern
Corporation
Gerald Grinstein Director; --
Chief Executive Officer
Karl J. Krapek Director Retired President and Chief Operating Officer
of United Technologies Corporation
Paula Rosput Reynolds Director Chairman of the Board, President and Chief
Operating Officer of AGL Resources, Inc.
John F. Smith, Jr. Chairman of the Board of Directors 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
Kenneth B. Woodrow Director Retired Vice Chairman of Target Corporation
SCHEDULE 13D/A
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CUSIP NO. 760276 10 5 Page 11 of 11 Pages
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
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NAME AND ADDRESS POSITION WITH DELTA
---------------- -------------------
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 Customer Service 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