HomeMy WebLinkAbout147-92 RESOLUTIONRESOLUTION NO.
147-92
A RESOLUTION AUTHORIZING THE ACCEPTANCE OF
OPTION (b) OFFERED BY METROFLIGHT, INC.
REGARDING THE BANKRUPTCY FILED IN 1991, AND
APPROVAL OF A BUDGET ADJUSTMENT IN THE AMOUNT
OF $10,434.38 TO AMEND THE BAD DEBT EXPENSE
LINE ITEM REMOVING THIS UNPAID AMOUNT FROM THE
ACCOUNTS RECEIVABLE OUTSTANDING BALANCE.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
FAYEITEVILLE, ARKANSAS:
Section 1. That the Board of Directors hereby accepts
Option (b) of the Metroflight, Inc. bankruptcy filed in 1991 and
authorizes and directs the city attorney's office to execute
appropriate balloting to initiate Option (b). A copy of the Ballot
authorized for execution is attached hereto marked Exhibit "A" and
made a part hereof.
,$ection 2. That the Board of Directors hereby approves the
budget adjustment decreasing Account: Air Terminal Parking, Acct.
No. 5550-0955-4452.01 increasing Account: Bad Debt Expense, Acct.
No. 5550-3940-5319.00 by $10,434.38.
PASSED AND APPROVED this 15th day of September , 1992.
APPROVED:
B
ATTEST:
By: C1 &&t d 1a/J�
City Cl
•
g0, tf
(Rev ireM
Unita linden Bankruptcy einnot
pat NORTHERN
D(aekf of TEXAS
lure: METROFLIGHT, INC., 1700 W. 20th St.,
P.O. Box 612626, DPW Airport, TX 75261
aka/dba American Eagle, ID#74-1787525
Debtor•
Caere NO •1Q1-'%7' 7l -ora 11
PROOF OF CLAIM
1. (U cSlms: is en individual claiming for hawff) The undersigned, who is the diluent heroin. /aides at••
(jf daimon is a partners* claOrling through a member) The undersigned, who resides at••
is a manbn of , a pannenhip,
composed of the uadsnipsd and
of'• ,and
doing business at"
and 1 authorized to make this proof of claim on behalf of the partnership.
(Uclaimant is a coroorwan claiming through en authorised officer) The undersigned, who resides a••
Fa.etteville, AR 72701.
lecorpe aawti City
or�uoder the laws of Arkansas of the City of Fayetteville, Arkansas
a
and doing business a•• 113 West Mountain, Fayetteville, Arkansas 72701. •
and 1 authorised to make this proof of claim on behalf orthe corporation.
1j/claimb nude by agent) The undeniprd, who resides u•• •
• is the agent of
of" , and it
authorized to make this proof of claim on behalf of the claimant.
2. The debtor ores, u the time of the filing of the petition initiating this use, and still is indebted f or fable) to this claimant, in the sum
off .
3. The consideration for this debt or ground of liability) is as follows:
(ffffkdin achapter 7or 13 case) This claim consists of f 7fl Rf,R 76 in principal amount and f -0- in
addition charger f or no additional chugs). [he/wiz/ all charger in addition to principal amount of debt, state basis for inclusion and com-
putation, and set forth any other consideration ninon to the legality of the cAarge.1
Invoice #17194, #17239, and #17296 and flowage fee Ordinance with Bills of Lading
4. (ifthe deism it founded on o writing) The writing on which this claim is founded (or a duplicate thereof) is attached hereto [or can-
not be attached for the reason set forth in the statement attached hereto).
S. jlf appropriate) This claim a founded on an open account, which became (or will became] due oe
, as shown by the itemized statement attached hereto.
Unless k 'swathed hereto or iu absence is explained in an attached statement, no note or other negotiable instrument has been received for
the account or any pan of it.
6. No judpnent has been rendered on the claim except
7. The amount of all paymenu of this claim has been credited and deducted for the purpose of making this proof of claim.
IL This claim is not subject to any setoff or counter -claim except
9 No security interest is held for this claim except
(�Jsrnuiry interest in the property of the debtor is claimed) The undersipted claims the security interest under the writing referred
to ie paragraph 4 hereof (or under a separate writing lora duplicate of which) is attached hereto, or under a separate writing which cannot be
attached hereto for the reason set fonh in the statement attached hereto). Evidence of perfection of such security interest u also attached
hereto.
10. This claim is a general unsecured claim, except to the extent that the security infant, if any, described in paragraph 9 is sufficient to
satisfy the claim. (If priority u damned, nate the amount and ban thereof 1
Claim No.
(office um
only)
Total
Amount
Calmed
[S20,868.76
Full Name of Creditor:
Signature
Due
Penney for Pttsmtaq P, adahnt Clan. Fine of not more than $3.0p6 or impnsonment for not more than S years or both — Titk 1st. U.S.C.. 1132.
%seta e/ an mire by debtor whet ow 6 ysan. ••Star mane ages=.
CITY OF FAYETTEVILLE, ARKANSAS
IN -YEAR BUDGET ADJUSTMENT
ADJUSTMENT #
BUDGET YEAR
1992
DEPT: Airport
DIV :
PROG: Landside/Revenues
DATE REQUESTED
9-08-92
PROJECT OR ITEM REQUESTED:
Create a Lite item for Bad Debt Expense
JUSTIFICATION OF THIS INCREASE
To cover 50% of the Metroflight/dba American Eagle
accounts receivable balance due, in consideration of a
settlement offer from the Bankruptcy Court.
PROJECT OR ITEM DELETED:
N/A funds necessary will be moved from excess revenue.
JUSTIFICATION OF THIS DECREASE
Funds from the Airport Terminal Parking Concession are
above the amount projected in the 1992 Airport Budget.
This is due to an unanticipated traffic increase in this
calendar year. This increased revenue above budgeted
projections is sufficient to cover the bad debt expense.
INCREASE
ACCOUNT TITLE
Bad Debt Expense
5550-3940-5-319.00
ACCOUNT NUMBER PROJ. NO.
$10,434.38
AMOUNT
DECREASE
ACCOUNT TITLE
Air Terminal Parking
5550 0955 4452 01
ACCOUNT NUMBER PROJ. NO.
S10.434.38
AMOUNT
QUE ED BY
BUDGE COORDINATOR
DEPARTMENT DIRECTOR
DATE
9 -n8 -q,
BUDGET OFFICE USE ONLY
DATE OF APPROVAL
By Date
Entered
Posted
0,1/10p Type: A
B
C
E
to
IN RE:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
METRO AIRLINES, INC.,
Debtor.
IN RE:
METROFLIGHT, INC.,
d/b/a American Eagle,
Debtor.
IN RE:
METRO LEASING, INC.,
a/k/a Metro Airline Leasing, Inc.,
Debtor.
CASE NO. 391 -32522 -HCA -11
CASE NO. 391 -32523 -HCA -11
CASE NO. 391 -32524 -HCA -11
JOINTLY ADMINISTERED AS
CASE NO. 391 -32522 -HCA -11
BALLOT FOR ACCEPTING OR REJECTING SECOND AMENDED
AND RESTATED JOINT PLAN OF REORGANIZATION
BEFORE COMPLETING THIS BALLOT, PLEASE READ THE ATTACHED INSTRUCTIONS. -
The Second Amended And Restated Joint Plan Of Reorganization ("Plan") can be confirmed by the
Bankruptcy Court and thereby made binding on you if it is accepted by the holders of two-thirds in
amount and more than one-half in number of claims in each class and the holders of two-thirds in
amount of equity security interests in each class voting on the Plan. In the event the requisite accept-
ances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy
Court finds that the Plan accords fair and equitable treatment to the class or classes rejecting it and
otherwise satisfies the requirements of § 1129(b) of the Bankruptcy Code.
TO HAVE YOUR VOTE COUNT YOU MUST COMPLETE AND RETURN THIS BALLOT.
The undersigned, a Class Claimant, asserting a Claim in the unpaid principal amount of
$20TB6,8.76.
[Check One Box]
X Accepts ❑ Rejects
the Second Amended And Restated Joint Plan Of Reorganization proposed by Metro Airlines, Inc.,
Metroflight, Inc., d/b/a American Eagle, f/k/a Chaparral Airlines, Inc., and Metro Leasing, Inc., a/k/a
Metro Airline Leasing, Inc., and the Official Committee of Unsecured Creditors of Metro Airlines, Inc.
and Metroflight, Inc.
•
To be completed only by Class 6 Claimants: Pursuant to section 4.6 of the Plan, the undersigned,
being the holder of a Class 6 Secured Claim, selects the treatment indicated by checking the appropri-
ate option listed below:
❑ (a) The undersigned hereby elects to be unimpaired under
§ 1124 of the Bankruptcy Code.
❑ (b) The undersigned hereby elects to waive its security interest
and to reduce its Claim to $1,000 and receive cash at Closing.
If you do not choose option (a) or (b), or if you choose both options, your Class 6 Secured Claim will
automatically be treated pursuant to option (a).
To be completed only by Class 7 Claimants: Pursuant to section 4.7 of the Plan, the undersigned,
being the holder of a Class 7 Metro Air General Unsecured Claim, selects the treatment indicated by
checking the appropriate option listed below:
❑ (a) The undersigned hereby elects to receive a Series B Metro
Air Note and a portion of the New Metro Air Class B
Common Stock.
❑ (b) The undersigned hereby elects to reduce its Claim to $1,000
and receive cash at Closing.
If you do not choose option (a) or (b), or if you choose both options, your Class 7 Metro Air General
Unsecured Claim will automatically be treated pursuant to option (a).
To be completed only by Class 9 Claimants: Pursuant to section 4.9 of the Plan, the undersigned,
the holder of a Class 9 Metroflight General Unsecured Claim, selects the treatment indicated by
checking the appropriate option listed below:
❑ (a) The undersigned hereby elects to receive a pro rata share of
surplus cash available at Closing plus a Metroflight Note for
the balance of its Claim.
11 (b) The undersigned hereby elects to receive 50% of its Claim in
cash at Closing.
❑ (c) The undersigned hereby elects to reduce its Claim to $1,000
and receive cash at Closing.
If you do not choose option (a), (b) or (c), or if you choose more than one option your Class 9
Metroflight General Unsecured Claim will automatically be treated pursuant to option (a).
2
•
The undersigned certifies that (s)he has the authority to represent the party which is a Claimant
herein and that (s)he has been authorized to cast this ballot.
Date& 9/22/92
•
Print or Type City of Fayetteville
Creditor's name: !�
Signed: //',,[` fes/ !K,\(\�1/
[If appropriate] By: i.anay I e fl MrCarty
as. Assistant City Attorney
Address 113 West Mountain
Fayetteville, AR 72701
Social Security or
Tax I.D. Number 71-6fl] 8462
Telephone Number 501-575-8313
YOUR COMPLETED BALLOT MUST BE RECEIVED ON OR BEFORE 4:00 P.M. CENTRAL
TIME, ON SEPTEMBER 24, 1992, BY SHELLY K. BENDER, STUTZMAN & BROMBERG, A
PROFESSIONAL CORPORATION, 2323 BRYAN STREET, SUITE 2200, DALLAS, TEXAS 75201.
ALTERNATIVELY, YOU MAY TELECOPY YOUR BALLOT TO MS. BENDER AT 214/969-4999,
BUT SUCH TELECOPIED BALLOT MUST BE RECEIVED BEFORE 4:00 P.M. CENTRAL TIME=
ON SEPTEMBER 24, 1992. IN ADDITION TO SUCH TELECOPY, YOUR ACTUAL SIGNED BAL
LOT MUST BE RECEIVED BY MS. BENDER AT THE ABOVE ADDRESS BY 4:00 P.M. CENTRAL
TIME ON SEPTEMBER 29, 1992, [4 days after balloting deadline] FOR THE TELECOPY BALLOT -
TO BE COUNTED.
3
1
•
•
•
INSTRUCTIONS FOR COMPLETION OF BALLOT
1. To have your vote counted, please indicate acceptance or rejection of the Second Amended
And Restated Joint Plan Of Reorganization ("Plan") in the box provided. You must complete the
ballot by providing all the information requested. Sign the ballot and return it by hand, United States
mail or overnight courier, to the address indicated on the enclosed pre -addressed envelope
(Ms. Shelly K. Bender, Stutzman & Bromberg, a Professional Corporation, 2323 Bryan Street,
Suite 2200, Dallas, Texas, 75201): BALLOTS MUST BE RECEIVED ON OR BEFORE 4:00 PM.,
CENTRAL TIME, ON SEPTEMBER 24, 1992 (THE "VOTING DEADLINE"). IF A BALLOT IS
RECEIVED AFTER THE VOTING DEADLINE, IT WILL NOT BE COUNTED, YOU MAY
TELECOPY A COMPLETED BALLOT TO SHELLY K. BENDER AT 214/969-4999 BY 4:00 EM.,
CENTRAL TIME, ON SEPTEMBER 24, 1992; PROVIDED, HOWEVER, THAT, IN ADDITION TO
YOUR TELECOPIED BALLOT, YOUR ACTUAL SIGNED BALLOT MUST BE RECEIVED BY
MS. BENDER BY 4:00 PM., CENTRAL TIME, ON SEPTEMBER 29, 1992, OR SUCH TELECOPY
BALLOT WILL NOT BE COUNTED.
2. It is important that you vote. Only those creditors and interest holders who actually vote will
- be counted for the purpose of determining whether the Plan has been accepted. Your failure to vote
will leave to others the decision to accept or reject the Plan on which you are entitled to vote. The Plan
can be confirmed by the Bankruptcy Court and thereby made binding on you if it is accepted by the
holders of at least 'h in amount and more than 1/2 in number of claims actually voting in each voting
class of claims and holders of at least 3 in amount of the shares of stock actually voting in each voting
class of interests. In the event that the requisite acceptances are not obtained, the Bankruptcy Court -
may nevertheless confirm the Plan if the Bankruptcy Court finds that it accords fair and equitable
treatment to, and does not discriminate unfairly against, the class(es) rejecting it, and otherwise
satisfies the requirement of section 1129(b) of the Bankruptcy Code.
3. PLEASE SIGN THE BALLOT. If the claim is held by a corporation, the ballot should be
executed in the name of the corporation by an authorized officer. If the claim is held by a partnership,
the ballot should be executed in the name of the partnership by a general partner. If you are signing in
a representative capacity, indicate your title after your signature.
4. This ballot may not reflect all the classes in which you are eligible to vote. If you have claims
or interests in more than one class, you may receive more than one ballot. If you receive more than one
ballot, you should assume that each ballot is for a claim or interest in a separate class and you should
complete and return a ballot for all claims or interests you hold in each class.
5. You must vote all of your claims within a single class under the Plan to either accept or reject
the Plan. Accordingly, a ballot that partially accepts and partially rejects the Plan, will not be counted.
6. This ballot is for voting purposes only. It is not a proof of claim or interest or an admission of
the validity of your claim or interest.
ANY BALLOT WHICH IS EXECUTED BUT WHICH DOES NOT INDICATE AN ACCEPT-
ANCE OR REJECTION OF THE PLAN SHALL BE DEEMED TO BE AN ACCEPTANCE OF THE
PLAN.
A CLAIMANT'S CHARACTERIZATION OF ITS CLASS OF CLAIM ON THIS BALLOT SHALL
NOT AFFECT THE CORRECT CLASSIFICATION OF SUCH CLAIM. IF A CLAIMANT INCOR-
RECTLY INDICATES ON THIS BALLOT THAT THE CLAIMANT IS VOTING IN A CLASS IN
WHICH THE CLAIMANT DOES NOT OWN A CLAIM, THE BALLOT WILL TO SUCH EXTENT
BE OBJECTED TO AND SHALL BE COUNTED AS A VOTE IN THE PROPER CLASS.
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE ABOVE INSTRUC-
TIONS, PLEASE CALL MS. SHELLY K. BENDER AT 214/969-4900.
4
1
;lab o -
IN THE UNITED STATICS BANIIIRUP kCQURT
FOR TBB NORTHERN DISTRICT OF
DALLAS DIVISION
IN RE:
METRO AIRLINES, INC.,
Debtor.
IN RE:
MBTROFLIGHT, INC., d/b/a
American Eagle,
Debtor.
IN RE:
METRO LEASING, INC.,
a/k/a Metro Airline
Leasing, Inc.,
Debtor.
JUL 30 _'AZ
UNITED S „Its h..,: JWPTCY COURT
NORTHE12I1 C;:,TRICT OF TEXAS
MICHAEL W. YDUOIN, CLERK
CASE • •. 391-32W
AUG 12 195
RECEIVE?. AUG 1 2
CASE NO. 391 -32523 -HCA -11
CASE NO. 391 -32524 -HCA -11
JOINTLY ADMINISTERED AS
CASE NO. 391 -32522 -HCA -11
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND
APPROVING PROCEDURES POR DISTRIBUTION OF
SOLICITATION PACKAGE. COMBINED WITH NOTICE THEREOF
CAME ON FOR CONSIDERATION approval of the Second Amended and
Restated Joint Disclosure Statement (the "Disclosure Statement")
under chapter 11 of the Bankruptcy Code, the Disclosure
Statement having been filed by Debtors Metro Airlines, Inc.
("Metro Air"), Metroflight, Inc. ("Metroflight") and Metro
Leasing, Inc. ("Metro Leasing") (collectively "Debtors") and by
the Official Committee of Unsecured Creditors of Metro Air and
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE, COMBINED WITH NOTICE THEREOF - Page 1
2478b
Metroflight ("Creditors Committee"), in support of the Second
Amended and Restated Joint Plan of Reorganization (the "Plan":
under chapter 11 of the Bankruptcy Code filed by Debtors and
the Creditors Committee; and came on for consideration the
Motion fcr Order: (i) Scheduling Hearing on Confirmation of the
Plan; (ii) Approving Solicitation Package; (iii) Approving Form
and Manner of Notice of the Confirriation Hearing; iv)
Establishing Record Date and Approving Procedures fcr
Distribution. of Solicitation Packages; (v) Approving roans of
Ballots and Ballot Instructions; (vi; Establishing Last Date for
Receipt of Ballots; (vii) Establishing Procedures for Vote
Tabulation; and (viii) Establishing Deadline and Procedures for
Filing Objections to Confirmation of the Plan ;the "Procedural
Motion"); and
:t having been determined after hearing on notice that the
Disclosure Statement contains adequate information; and
It having been determined that the Procedural Motion is well
taken and should be GRANTED; therefore,
IT IS ORDERED, AND NCTICE IS HEREBY GIVEN, that:
_. The Disclosure Statement is approved;
2. September 24, 1992 (the "Voting Deadline") is fixed as
the last day for delivering (pursuant to the procedures
set forth below) written acceptances cr rejections of
the Plan;
3 By August 10, 1992, the Plan, the Disclosure Statement,
this Order, and ballots substantially conforming to the
ballots attached as exhibits to the Procedural Motion,
shall be :nailed to creditors ("Claimants"), equity
security holders ("Interestholders") and other parties
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE, COMBINED MITE NOTICE THEREOF - Page 2
247Sb
in interest, and shall be transmitted to the United
States Trustee, as provided in Fed. R. Bankr. P.
3017(d);
4. September 30, 1992, at 9:15 o'clock, a.m. is fixed for
the start of the hearing on confirmation of the Plan
(the "Confirmation Hearing");
5 September 17, 1992, at 4:00 p.m. is fixed as the last
day for filing and serving (pursuant to the procedures
set forth below) written objections to confirmation of
the Plan.
IT IS FURTHER ORDERED that the following procedures shall
control the solicitation of votes on the Plan and the hearing on
confirmation of the Plan:
1. The Confirmation Hearing will convene on September 30,
1992, at which time the Court will accept a tally of the votes
on the Plan and hear evidence with regard to certain limited
issues under 1129(a)(11) and in the adversary proceeding styled
American Airlines, Inc. v. Metro Airlines, Inc., and
Metroflight, Inc.; Adv. No. 391-3278. The Confirmation Hearing
may thereafter be continued, from time to time, by the Court
without further notice except to parties appearing on the first
day of the Confirmation Hearing and those filing objections to
confirmation of the Plan.
2. The Debtors shall mail to their respective Claimants
and Interestholders by August 10, 1992 (the "Mailing Date") a
solicitation package ("Solicitation Package") containing:
(a) This Order;
(b) The Plan;
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE. COMBINED WITH NOTICE THEREOF - Page 3
2478b
(c) The Disclosure Statement;
(d) A letter from the Creditors Committee soliciting
acceptance of the Plan, in substantially the form
attached as EXHIBIT A to the Procedural Motion
(the "Solicitation Letter")• and
(e) A ballot ("Ballot") and ballot instructions (which
Ballots and instructions shall be substantially :n
the forms attached as EXHIBIT B-1 through EXHIBIT
B-3 to the Procedural Motion, and modified ir-
accordance with the dates established by this
Order) and a ballot envelope. ;The Solicitation
Package need only include a Ballot appropriate for
voting by the party to whom the Solicitation
Package is mailed, and Debtors need not include
copies of the other Ballot forms.,
3. The Court hereby establishes July 3:, 1992, as the
record date for purposes of determining the Claimants and
Interestholders entitled to receive a Solicitation Package and
to vote on the Plan (the "Record Date").
4. By the Mailing Date, the Debtors shall mail, by
first-class mail, the Solicitation Package to each Claimant and
Interestholder entitled to receive the same in accordance with
the distribution procedures set forth below:
(a) General. No later than the Mailing Date, Debtors
shall mail, by first class mail, a Solicitation
Package to each person or entity listed in the
Debtors' respective schedules of liabilities
previously filed with the Court, as amended or
reconstituted before the Record Date (herein
collectively called the "Schedules" or
individually called a "Schedule"), and to each
person or entity having filed with the Court a
proof of claim or proof of interest against any of
the Debtors that has not been withdrawn or
disallowed by an order of the Court entered on or
before the Record Date. Solicitation Packages
provided to Claimants or Interestholders that are
deemed to accept or resect the Plan, pursuant to
section 1126 of the Bankruptcy Code, need not
contain a Ballot or a Solicitation Letter.
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
PILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE, COMBINED MITE NOTICE THEREOF - Page 4
2478:
Dr-.._
(b) Existing Metro Air Bonds and Stock. No later than
the Mailing Date, Debtors shall mail, by
first-class mail, a Solicitation Package to each
holder of record, as of the Record Date, of the
eight and one-half percent (8 1/2%) Convertible
Subordinated Debentures due October 15, 2012 (the
"Metro Air Bonds") and the Metro Air Class A
Common Stock and the Metro Air Class B Common
Stock (collectively, the "Stock"). The Indenture
Trustee, who is also the transfer agent for the
Metro Air Bonds, shall provide to Debtors, at
least three (3) business days prior to the Mailing
Date, a list and mailing labels containing the
names, addresses and holdings of the respective
holders of record of the Metro Air Bonds as of the
Record Date.
(c) Securities Held in Street Names. Banks, brokerage
firms and agents through which beneficial owners
hold Metro Air Bonds or Stock, as the case may be,
("Record Holders") shall distribute Solicitation
Packages to such beneficial owners for which they
serve within three (3) business days of the
receipt of those Solicitation Packages by the
Record Holders. The Record Holders will have two
(2) options for obtaining votes on the Plan from
beneficial owners of Metro Air Bonds or Stock, as
the case may be, consistent with the customary
practice for obtaining the votes of securities
held in "Htreet name," as follows: (i) the Record
Holder may "prevalidate" the individual Ballot
contained in the Solicitation Package and then
forward the Solicitation Package to the beneficial
owner of Metro Air Bonds or Stock, as the case may
be, for voting, with the beneficial owner then
returning the individual Ballot directly to Shelly
K Bender, the Debtors' vote tabulation agent (the
"Tabulation Agent"), in the return envelope to be
provided in the Solicitation Package, or (ii) the
Record Holder may forward the Solicitation Package
to the beneficial owner of the Metro Air Bonds or
Stock, as the case may be, for voting along with a
return envelope provided by and addressed to the
Record Holder, with the beneficial owner then
returning the individual Ballot to that Record
Holder. In the latter case, the Record Holder
shall then return the Ballot to the Tabulation
Agent.
ORDER APPROVING DISCLOSURE STATEMENT, FIXING THE FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE, COMBINED WITH NOTICE THEREOF - Page 5
2478b
i
(d) Service of Order. The Debtors shall serve a copy
of this Order on Ameritrust Texas, N.A. (the
"Indenture Trustee") and each known Record Helder
through which beneficial owners hold the Metro Air
Bonds or Stock. In addition, the Debtors shall,
upon written request, reimburse such Record
Holders (or their agents) for their reasonable,
actual and necessary out-of-pocket expenses
incurred in performing the tasks described above.
5. Debtors shall not be required to mail Solicitation
Packages to the same addresses frcrn which notices of the hearing
on the Disclosure Statment were returned as undeliverable,
unless the Debtors have been provided with an accurate address
before the Mailing Date.
6. All Ballots shall be accompanied by return envelopes
addressed to the Tabulation Agent. As discussed above, Record
Holders through which beneficial owners hold Metro Air Bands or
Stock, as the case may be, may make arrangements to have
beneficial owners return individual Ballots directly to the
Record Holder, and then the Record Holder may return the Ballot
to the Tabulation Agent.
7. All Ballots for accepting or rejecting the Plan must be
received by the Tabulation Agent by 4:00 p.m., Central Time, on
September 24, 1992 ("Voting Deadline"). Ballots may be returned
by mail in the return envelope provided with each Ballot, by
overnight courier to the address set forth on the return
envelope provided with each Ballot, or (except with respect to
individual Hai_ots sent to Record Holders and beneficial owners
of the Metro Air Bonds or Stock) by telecopy transmission to the
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OP PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE. COINED RITE NOTICE THEREOF - Page 6
2417813
telecopy number set forth in the ballot instructions; provided,
however, that in the case of a Ballot which is sent to the
Tabulation Agent by telecopy, the actual signed Ballot must be
received by the Tabulation Agent no later than 4:00 p.m.,
Central Time, on September 29, 1992 (the fourth day after the
Voting Deadline) in addition to the timely telecopied Ballot.
8. For purposes of voting, the amount of a Claim (a "Claim
Amount") used to tabulate acceptances or rejections of the Plan
shall be either:
(a) the Claim Amount listed in the respective
Schedules of the Debtors; provided that such Claim
is not scheduled as disputed, contingent, or
unliquidated and a proof of claim has not been
timely filed with the Court (or otherwise deemed
by the Court to be timely filed under applicable
law);
(b) if such Claim is not listed in the respective
Schedules of the Debtors or if such Claim is
listed in the respective Schedules of the Debtors
as disputed, contingent, or unliquidated, then in
the Claim Amount set forth in a proof of claim
timely filed by such Claimant pursuant to
Bankruptcy Rule 3003(c), including any proof of
claim timely filed by the Indenture Trustee on
behalf of the holders of Metro Air Bonds pursuant
to Bankruptcy Rule 3003 (c)(5), to the extent that
such Claim is not the subject of an objection; or
(c) the amount temporarily allowed by the Court for
voting purposes, pursuant to Bankruptcy Rule
3018(a), after notice and a hearing prior to the
Voting Deadline.
9. If a Claimant casts a Ballot and (a) the Claimant has
not timely filed a proof of claim (or has not otherwise had a
proof of claim deemed timely filed by the Court under applicable
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE COMBINED WITH NOTICE THEREOF - Page 7
2478b
2
J
law) and is listed on the respective Schedules of the Debtors as
holding a Claim. that is contingent, unliquidated, or disputed,
or ;b) the Claimant has filed a proof of claim and the entirety
of the Claimant's Claim asserted in such proof of claim is the
subject of an objection filed before the commencement of the
Confirmation Hearing, such Claimant's Ballot shall nct be
counted in accordance with Bankruptcy Rule 3018, unless
temporarily allowed by the Court for voting purposes pursuant to
Bankruptcy Rule 3018(a), after notice and a hearing prior to the
Voting Deadline
10. With respect to the tabulation of Ballots cast by
beneficial owners cf Metro Air Bonds or Stock:
(a) All Record Holders through which beneficial owners
hold Metro Air Bands or Stock shall either (1)
send preva'idated individual Ballots to the
beneficial owners for which they serve and direct
those beneficial owners to return their completed
Ballots to the Record Holder for return to the
Tabulation Agent, or (ii) send prevalidated
individual Ballots to the beneficial owners for
which they serve and direct those beneficial
owners to return their completed Ballot directly
to the Tabulation Agent.
(b) Votes cast by beneficial owners holding Metro Air
Bonds or Stock through a Record Holder shall be
applied against the positions held by such
entities in the applicable Metro Air Bonds or
Stock, as evidenced by the record list of holders
of cr through participation in a securities
depository. Votes submitted by a Record Holder
shall not be counted in excess of the position
maintained by that entity in the applicable Metro
Air Bonds or Stock.
(c) To the extent that conflicting votes or over -votes
are submitted by a Record Holder, the Tabulation
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TINS FOR
PILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE COMBINED WITH NOTICE THEREOF - Page 8
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T
Agent shall attempt to resolve the conflict or
over -vote prior to the Voting Deadline.
(d) To the extent that over -votes are not reconcilable
prior to the Voting Deadline, votes to accept and
to reject the Plan shall be applied by the
Tabulaton Agent in the same proportion as the
votes to accept and reject the Plan submitted that
contained the over -vote, but only to the extent of
the Record Holder's position in the applicable
Metro Air Bonds or Stock.
(e) For purposes of tabulating votes, each Record
Holder or beneficial owner of Metro Air Bonds or
Stock will be deemed to have voted the full amount
of its Claim relating to such Metro Air Bonds or
Stock.
11. If a Claimant casts more than one (1) Ballot voting the
same Claim before the Voting Deadline, the last Ballot received
before the Voting Deadline shall be deemed to reflect the
voter's intent and thus to supersede any prior Ballots.
12. The last date for filing and serving written
objections, comments, or responses to confirmation of the Plan
is fixed as September 17, 1992, at 4:00 p.m., Central Time (the
"Objection Deadline"). Any objection, comment or response to
confirmation of the Plan (including any supporting memoranda)
must be in writing and must be filed with the Court and served
on the parties identified below so as to be actually received by
such parties no later than the Objection Deadline. The Court
will only consider timely filed, written objections, and all
objections not timely filed and served in accordance with these
provisions will be deemed waived. The parties upon whom
objections must be served in accordance with this paragraph are
as follows:
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE, COMBINED WITH NOTICE THEREOF - Page 9
-0411111.11,77=7<-
2478b
Debtors:
Metro Airlines
One Metro Centre
P.O. Box 612626
1700 West 20th Street
Dallas/Fort Worth Airport, Texas 75261
Attn: Brian Miller
Senicr Vice President
Counsel for the Debtors:
Stutzman & Bromberg,
A Professional Corporation
2323 Bryan Street
Suite 22CC
Dallas, Texas 75201
Attn: D. M. Lynn
Counsel for the Cffical Committee
of Unsecured Creditors:
Sheinfeld, Maley & Kay
1700 Pacific Avenue, Suite 4400
Dallas, Texas 75201-4618
Attn: Barbara J. Houser
U.S. Trustee:
Office of the U.S. Trustee
Room 9C60
110C Commerce Street
Dallas, Texas 75242
Attn: Bill Parkinson
Assistant U.S. Trustee
13. Nothing in this Crder shall preclude American Airlines
frcm asserting any objection it may have to confirmation of the
Plan, including (but not limited to) those objections contained
in Section IIA of the Objection of American Airlines, Inc. to
Approval of First Amended and Restated Joint Disclosure
Statement and Memorandum ;n Support Thereof filed or. or about
June 30, 1992.
ORDER APPROVING DISCLOSURE STATEMENT, PILING TIME POR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE, COMBINED MITE NOTICE THEREOF - Page 10
Web
IT IS SO ORDERED.
Dated: JUL 3 C 1992
ORDER SUBMITTED BY
D. M. Lynn
Sander L. Esserman
Van J. Hooker
STUTZMAN & BROMBERG,
A Professional Corporation
2200 Allianz Centre
2323 Bryan Street
Dallas, Texas 75201
(214) 969-4900
(214) 969-4999 (facsimile)
ATTORNEYS FOR DEBTORS
•
{
QtJctttnt,
!s? ! .1'.r.-.:,
E'.:..._. !•rtnrt
--
HAROLD C. ABRAMSON
UNITED STATES BANKRUPTCY JUDGE
ORDER APPROVING DISCLOSURE STATEMENT, FIXING TIME FOR
FILING ACCEPTANCES OR REJECTIONS OF PLAN AND APPROVING
APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION
PACKAGE. COMBINED WITH NOTICE THEREOF - Page 11
2478b
J
ri RST Z!.'ERAS BUILDING
0. 5.9r" 5T.. SNiTE .400
•.. S' N.'CxAS 7870'
52 471.388'
=Ax 5.2 474,2337
SHEINFELD. MALEY & KAY
• PRO,C5SIONAL CORPORATION
ATTORNEYS AT LAW
4400 /MST CITY CENTER
1700 PACIFIC AVENUE
DALLAS. TEXAS 75201-4616
214 953-0700
rax 2141 9531189
August 10, 1992
RE: SECOND AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION (the
IN THE BANKRUPTCY CASES OF METRO AIRLINES, INC.. METROFLIGfT.
INC., JOINTLY ADMINISTERED AS CASE NO. 391 -32522 -HCA -11
TO: ALL UNSECURED CREDITORS OF METRO AIRLINES. INC.. METROFLIGHT, INC.. AND METRO LEASING.
INC. (the "DEBTORS")
This firm was authorized by the Bankruptcy Court to
represent the Official Committee of Unsecured Creditors of
Metro Airlines, Inc. and Metroflight, Inc. (the "Committee").
On July 30, 1992, the Bankruptcy Court approved the Second
Amended and Restated Joint Disclosure Statement (the "joint
Disclosure Statement"), and authorized the Debtors and the
Committee to solicit acceptances of the Joint Plan, which was
prepared and filed by the Debtors and the Committee.
The total of the claims held by members of the Committee
represents approximately 70% of the aggregate third -party debt
owed by the Debtors. For your convenience, I have attached a
list of the members of the Committee.
On behalf of all unsecured creditors, the Committee and
its counsel engaged in extensive and tedious negotiations among
the Committee members and with the Debtors over a period of
several months concerning the treatment of claims against and
interests in the Debtors. The Joint Plan represents the
product of those negotiations. The Committee and its counsel
believe that the Joint Plan represents the best possible
treatment of claims against the Debtors after a full
consideration of all the circumstances involved in the Debtors'
bankruptcy cases.
Accordingly,_ the Committee and its counsel urge you to
vote to accept the Joint Plan. Please be certain that your
ballot is properly marked and timely submitted in accordance
with the instructions set forth in the Joint Disclosure
Statement and the Ballot Instructions that accompany this
letter.
RECERTEC .4JS 1 2 1992
3700 t1 RST t1'Y TOWER
HOUSTON.TCAAS 77002-4797
713 85•.8881
.Ax 713 8s8-9758
"JOINT PLAN"), PROPOSED
INC., AND METRO LEASING,
Sincerely,
SHEINFEI$, EY & K{1Y, PjC.
atl-
By: '✓
Barbara J. Hou r
Metro CooTittee Memhers
Glenn Koach
Riverside Capital Advisers
Vanessa Sheh Meyer
Bank of America
Special Assets Group
Greg Cooper
Flite Components, Inc. and
The Propeller Shop, Inc.
Jerome Snyder
James Sight John F. Osteen
Tech Services, Inc.
F. Scott Wilson Robert L. Cambron
British Aerospace, Inc. DFW Airport
Neal Ciarfalia David Obergfell
Fairbrook Leasing Ameritrust Texas, N.A.
Lawrence C. Levey
Owens-Illinois, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
❑x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1992
OR
❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-10639
METRO AIRLINES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 74-2211124
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Metro Centre
1700 West 20th Street
D/FW Airport, Texas 75261
(214) 453-4400
(Address of principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, 5.10 par value
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes 0 No ❑
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S -K is
not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ❑
The Company estimates that the aggregate market value of the voting stock held by non -affiliates
of the Registrant, as of June 30, 1992, was approximately $953,000. Because the Company's stock is
not currently traded on a stock exchange, there is no authoritative source for determining actual bid
and asked prices.
As of June 30, 1992, there were outstanding 3,575,934 shares of Common Stock and 2,538,356
shares of Class B Common Stock of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for the Annual Meeting of Stockholders,
to be filed with the Securities and Exchange Commission not later than August 28, 1992, are incorpo-
rated by reference into Part III as specified.
Certain Exhibits to this Annual Report have been incorporated by reference. See the Index to
Item 14 on Page 20.
PART I
Item 1. Business
General
Metro Air]ines. Inc. t"Metro is a Delaware corporation incorporated :n September 1981 as the
parent corporation of Metroflight, Inc. I "Metroflight" 1, which was organized in 1967 and operates as a
regional a dine. Through Metroflight, the Company provides regularly scheduled air service for
passengers, cargo and !rsil to 25 cities in five southwestern states with a hub at Da]lasFort Worth
International Airport c"Dallas Fort Worth''. The Company currently schedules more than 275 flights
each weekday over a route system of more than 6,000 miles. Unless otherwise indicated, al: references
herein to the "Company" include Metro and its two subsidiaries, Metroflight and Metro Leasing, Inc.
"Metro Leasing" I.
As more fully described heinw. the Company currently operates all of its scheduled passenger
.lights using the name American Eagle under a coordinated service agreement with American Air-
lines, Inc. i' "American'), The Company's relationship with American is material to its operations. See
"Bus:ness — American Eagle Operations" and "Legal Proceedings."
Or. Apn: 1, 199:. Metro. Metroflight and Metro Leasing filed voluntary petitions for reorganiza-
tion under Chapter 11 of the United States Bankruptcy Code the "Code.") See "Business — Chap-
ter 1. Reorganization Proceedings."
American Eagle Operations
Metroflight has a "hub -and -spoke" route system at Dallaa•Fort Worth. with routes radiating Eke
spokes from that airport to 24 cities in Texas. Arkansas, Louisiana. Missouri and Oklahoma. The
majority of its passengers connect with American at DailasFort Worth, American's largest hub and
one of the busiest airports in the United States, Metroflight. an Amencan Eagle carrier since 1984, is
the exclusive Amencan Eagle operator at Dallas/Fort Worth.
Metrof.:ght's affiliation with American is established under and governed by certain code -sharing
and other services agreements, as amended the "American Agreements" 1. Pursuant to these agree-
ments, all of the Company's flights serving Dallas/Fort Worth are identified in airline computer
reservations systems and the Official Airline Guide c "OAG") under American's "AA" designator code
and the Company's aircraft used for these flights are painted in American Eagle colors. American
provides the Company with, among other things, reservation services through its SABRE system.
passenger ticketing services, revenue accounting services, baggage and freight handling and customer
service training, as well as the use of gate, ramp and terminal facilities at certain airports. The
Company pays American a per passenger fee for these services and American pays the Company a fee
for passengers connecting with American flights.
The initial term of the American Agreements extends through October 31, 1992. Thereafter,
these agreements automatically continue in effect in perpetuity for additional one-year terms unless
either party properly notifies the other of termination at least 160 days prior to the end of the then
current term. In April 1992, American sent Metroflight a notice attempting to terminate the Ameri-
can Agreements as of October 31. 1992; however, such notice was not effective and the American
Agreements have been extended through October 31, 1993, See Item 3 — "Legal Proceedings." Either
party may terminate the American Agreements prior to the end of any term under certain limited
conditions: for example, Amencan could terminate the agreements if Metroflight failed to maintain
certain performance standards.
Metro and Metroflight and American have additional agreements that the Company contends
provide for extension of the American Agreements through October 31, 2002 (the "Extension Agree-
ments":: however. American has denied the enforceability of the Extension Agreements and has sued
to have them declared null and void. Metro and Metroflight have answered and counterclaimed
asserting, among other things, that the Extension Agreements are valid and enforceable. See
Item 3 — "Legal Proceedings."
In October 1989, American established a new hub at Miami, Florida and commenced American
Eagle operations at that hub through one of its affiliates. Subsequently, in accordance with rights
granted under the American Agreements, the Company made demand upon American to serve and
has continually attempted to exercise its right to serve as the exclusive American Eagle carrier at
Miami. However, American has denied that the Company has any right to conduct the Miami Ameri-
can Eagle operations. The Company has sued American to enforce its rights to provide these American
Eagle services. See Item 3 — "Legal Proceedings."
The Company believes that its rights to operate as an American Eagle carrier are essential to its
ability to compete for passengers. See Item 1. — Business — "Competition." This belief is based on a
number of factors, including the public's awareness of American, the Company's use of American's
designator code to identify its flights, the availability of reservation services for the Company's flights
through American's computer reservation system, coordinated schedules providing convenient con-
nections with American's flights and American's presence in the Company's service area. In addition,
joint advertising, through fares, joint timetables and credit in American's frequent flyer program for
travel on the Company's American Eagle flights facilitate the Company's efforts to market its services
and enhance travel connections between the Company and American. Pursuant to the American
Agreements, American is prohibited from authorizing any air carrier other than Metroflight to
operate as an American Eagle carrier on routes and to markets currently served by Metroflight.
The loss of affiliation with American would have a material adverse effect on the business and
operations of the Company. Correspondingly, because the Company is so closely associated with
American, the Company's business and operations can be materially affected by conditions or events
that affect American.
Other Operations
The Company, through its subsidiary, Metro Express, Inc. ("Metro Express"), operated at Atlanta
as a regional airline in affiliation with Eastern Air Lines, Inc. ("Eastern") from early 1985 until
January 19, 1991. Beginning in early 1988, Metro Express incurred substantial losses (approximately
$30 million from fiscal 1988 through fiscal 1991), primarily as a result of Eastern's financial and labor
problems. On January 18, 1991, Eastern ceased operations. The following day, Metro Express also
suspended all operations. On February 7, 1991, Metro Express filed a voluntary petition to be liqui-
dated under Chapter 7 of the Code. This bankruptcy is being administered by a court -appointed
trustee.
Metro decided to liquidate Metro Express because it appeared unlikely that Eastern's Atlanta
gates would be acquired on a timely basis by another major carrier that would need Metro Express'
feeder operation and because Metro believed there were no other viable opportunities for utilizing the
assets of Metro Express. Metro has asserted claims in the Metro Express bankruptcy, but is unable to
determine the ultimate amount, if any, that might be recovered from the liquidation of Metro Express.
Metro has guaranteed certain obligations of Metro Express and certain claims have been made
against Metro pursuant to these guarantees. However, Metro is currently unable to determine with
certainty what the total amount, if any, is that it may ultimately be required to pay under such
guarantees. See "Management's Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources."
Prior to 1991, the Company also operated in affiliation with Eastern through its former subsidi-
ary, Aviation Associates, Inc. ("AAI"). AAI operated in the Caribbean and provided commuter services
as Eastern Metro Express from 1985 to mid -January 1991. Upon Eastern's cessation of operations,
AAI terminated its agreements with Eastern and began operating as an independent carrier.
On February 12, I991. after receiving and reviewing bids from varous unaffiliated parties, Metro
completed the sale of all of the outstanding stock of :LEI to a newly -formed company owned by
E. A. Henderson and J L. Seaborn, Chairman of the Board and President. respectively, of Metro. The
sales rice was $6.5 million, of which $4.0 million was paid by the cancellation of loans and deposits
made by the purchaser to Metro in December 1990 and January 1991 in order to provide it with cash
for continuing operations, and $2.5 million was :n the form of an interest -bearing promissory note
payable in :en years. or earlier in certain circumstances. The principal amount of the promissory ncte
is subject to reduction in certain circumstances. Metro is also entitled to receive .50 percent of AAFE
cash flow: as defined in the sales agreement, in excess of $1,335,000 per year ion a cumulative basis
during :he next five years. or. at its option, a declining portion of ary net gain from any sae of AAI
before August 12, 1992. See Item 7— "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
In April 1989. Metro acquired Brockway Air from Owens-Illinois Group. Inc. Brockway Air
operated as a regions: airline in the northeastern United States in affiliation with Piedmont Aviation,
Inc. ;"Piedmont"1. After the acquisition, the Company changed the name of Brexkway Air to Metro
Airlines Northeast. Inc. ("Metro Northeast").
Effective July 1. 1989, the agreement with Piedmont terminated and Metro Northeast began
operating in affi:iation with Trans World Airlines 1 "TWA" r. This change in major carrier affiliation by
Metro Northeast resulted in a decline in passenger boardings from historical levels, primarily due to
TWA's lack of a strong presence in the markets previously served in affiliation with Piedmont.
Metro Northeast's operations generated losses for seven consecutive quarters beginning in the
second quarter of fiscal 1990. The seasonal winter slump in passenger traffic, combined with TWA's
reduction in operations, high cue] prices and a further decline in traffic attributable primarily to the
war in the Persian Gulf and the sluggish economy m the Northeast produced losses at Metro North-
east that the Company could no longer fund. As a resu'.t, Metro Northeast suspended operations on
February 7, 1991.
On March 21, 1991. Metro sold all of the outstanding capital stock of Metro Northeast to ZAL
Air.ines Holding, Inc. 1 "ZAL",. The sales price was $3.880,000 and consisted of a short-term promis-
sory note from ZAL. which note was guaranteed by Metro Northeast and its subsidiaries and was
secured by a pledge of all of the capita stock of Metro Northeast and the assets of Metro Northeast and
its subsidiaries. ZAL defaulted on payment of the promissory note, and on May 31, 1991, ZAL and
Metro Northeast and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of
the Code in the United States Bankruptcy Court for the Western District of New York. The Company
pursued rs claims against ZAL and Metro Northeast in their bankruptcy proceedings and reached an
agreement with them pursuant to which the Company's claim for the balance of the note was
compromised and settled in exchange for the release of the Company's liens Under the settlement
agreement, which was approved by the bankruptcy courts in New York and Texas, the Company
received cash (net of expensese of approximately $888.000, equity in a spare engine of $116,000 and
spare parts valued at approximately $2.8 million, The effect of the settlement of the note, which was
fully reserved in fiscal 1991, has been recorded in the accompanying financial statements for the fiscal
year ended Apn: 30. 1992. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capita: Resources,"
In January 1988, the Company began air cargo operations as a means of diversifying its business,
In its former cargo business. the Company operated feeder routes for major overnight freight carriers
and was paid a fee per `light based on the length of the route. The Company's cargo operations were
operated by its Metro Express II, Inc. r"MXII") subsidiary under the name Starlite Express. On
September 24. 1991, Metro sold all of the outstanding capital stock of NMI to Air Cargo Carriers, Inc.
for a sales price of one dollar, with Metro retaining the cash on hand in MXII and the purchaser
assuming the liabilities of MXII. The sale of MXII was approved by the Bankruptcy Court.
Chapter 11 Reorganization Proceedings
On April 1, 1991, Metro, Metroflight and Metro Leasing, Inc. (collectively, the "Debtors"), filed
voluntary petitions for reorganization in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division (the `Bankruptcy Court") under Chapter 11 of the Code. The filing
was necessary due to substantial weakening of the Company's liquidity and financial condition
resulting from losses in the preceding two years, primarily in its Atlanta and Northeast operations.
Also contributing to the losses were increased fuel prices and lower passenger traffic as a result of the
war in the Persian Gulf.
Each of the Debtors is being operated as a debtor -in -possession pursuant to the Code, which
protects it from its creditors pending the negotiation, filing and confirmation of a plan of reorganiza-
tion. As a debtor -in -possession, each of the Debtors is authorized to operate its business, but may not
engage in transactions outside of the ordinary course of business without approval of the Bankruptcy
Court. The unsecured creditors of Metro and Metroflight formed a committee (the "Creditors Com-
mittee") which was appointed by the United States Trustee and represents the interests of such
creditors in the bankruptcy proceedings. The Creditors Committee's functions pursuant to the Code
include, among other things, reviewing and making recommendations to the Bankruptcy Court with
respect to proposed transactions that are outside of the ordinary course of business, the Company's
business plan and any plan of reorganization filed with the Bankruptcy Court.
On the filing of the voluntary petitions for reorganization, the Code automatically enjoined the
continuation of any judicial, administrative or other proceedings against the Debtors or any act to
obtain possession of property of or from the Debtors, or any act to create, perfect or enforce any lien
against the property of the Debtors, with certain exceptions as set forth in the Code. Consequently, the
Debtors' creditors are prohibited from attempting to collect prepetition debts without prior authoriza-
tion of the Bankruptcy Court. Any creditor may petition for relief from the automatic stay and, if
applicable, enforce a lien against any collateral if authorized to do so by the Bankruptcy Court.
Notwithstanding the automatic stay, the Debtors have paid certain prepetition liabilities with Bank-
ruptcy Court approval, including wages and benefits of employees, passenger and shipper claims and
refunds and certain other claims the satisfaction of which is essential to the maintenance of the
Company's ongoing operations.
Under the Code, the Company must assume all unexpired leases of non-residential real property
within 60 days of the filing, or, absent an extension from the Bankruptcy Court, such leases will be
deemed rejected. The Company has obtained an extension of such 60 -day deadline up to and including
the date of the confirmation of a plan of reorganization, subject to further order of the Bankruptcy
Court. Under the Code, all other executory contracts and leases must be assumed or rejected before
the confirmation of a plan of reorganization.
Certain parties to executory contracts, including leases, with the Debtors may petition the
Bankruptcy Court to require the Debtors to assume or reject such contracts on a date certain.
Assumption of an executory contract or lease requires the Debtor, among other things, to cure all
defaults under the contract or lease, including payments of all prepetition liabilities. Rejection of a
contract constitutes a breach of that contract as of the moment immediately preceding the Chapter 11
filing and the other party has the right to assert a general unsecured claim against the bankruptcy
estate for damages arising out of such breach. These parties may also seek to assert post -petition
administrative claims against the Debtors to the extent that the Debtors utilize the collateral or
services of such parties subsequent to the commencement of the Chapter 11 proceedings.
In June 1991, the Company rejected the leases for five Gulfstream 1-C aircraft which were no
longer required for its operations and returned the aircraft to the lessor. The Company further has
negotiated with its other lessors regarding the terms on which the remainder of its fleet will be
retained and has reached tentative agreements for the assumption of those aircraft leases, subject to
confirmation of the Company's plan of reorganization. See "Properties — Flight Equipment."
On May 14. 1992. the Company and the Creditors Committee filed a Joint Plan of Reorganization,
which plan was amended on June 12, 1992 'the "Joint Plan" . Subject to certain exceptions set forth
in the Code, acceptance of a plan generally requires the approval by certain majonties of those voting
in each impaired class of creditors and equity holders. In addition, the plan requires the approval of
the Bankruptcy Court. Should the Company fail to obtain acceptance of its plan and the exerusivity
period to obtain such acceptance not be extended by the Bankruptcy Court, any creditor or equity
holder will be free to file a plan of reorganization with the Court and solicit acceptances with respect
thereto. The Company has untiL the start of the confirmation hearing, currently scheduled to com-
mence on September 30. 1992, to obtain acceptance of the Joint Plan.
Under the Joint Plan, the Company, after reorganization, will continue to be centered around
Metroflight's operations as the American Eagle carrier at Dallas/Fort Worth. Metroflight and Metro
Leasing will remain wholly owned subsidiaries of Metro. The Joint Plan provides for the reorganiza-
tion and continuation of the Debtors through the restructuring of the majority of the Debtors'
prepetition unsecured debt and the structuring of payments under various other claims over a period
of several years. In addition, the Joint Plan contemplates substantial dilution of the interests of
Metro's current equity holders. Under the Joint Plan, 519 of the capital stock of the reorganized
Metro will be issued, as a new Class A common stock, to the current holders of Metro's existing
common stock and 449 will be issued, as a new Class B common stock, to the existing unsecured
creditors of Metro. The remaining 5Cf of the capita] stock will be Class B common stock reserved for
possible future issuance to management. The Joint Plan prohibits the holders of 5% or more of either
class of common stock from transferring their stock or acquiring additional stock for a period of three
years from the effective date of the plan without the prior approval of the Board of Directors of Metro.
In addition to receiving stock, under the Joint Plan the unsecured creditors of Metro wi.. receive
promissory notes of Metro equal to the full amount of their claims, bearing interest at 7.63 x per
annum, payable 15 years from the date of their issue. Metro's principal bank lender will receive a note
for the full face value of its claim, bearing interest fixed at its prime rate of interest on the date of
issuance of the note. payable over 8 years. The unsecured creditors of Metroffight may elect either
payment in cash for one-half of their claims or smaller initial cash payments and promissory notes
from Metroflight for the full amounts of their claims. These notes would bear interest fixed at a prime
rate on the date of issuance of the notes, payable in 72 consecutive monthly payments.
The Joint Plan contemplates that the Board of Directors of reorganized Metro will have nine
members, four elected by holders of the new Series A common stock and four elected by holders of the
new Series B common stock. Three of the directors, elected by the new Series B common stock, will be
nominated by the current holders of Metro's 8½% Convertible Subordinated Debentures and one
director will be nominated by the general unsecured creditors of Metro. The ninth member of the
Board will be selected by the director nominees of the Series A common stockholders from a slate of
nominees proposed by a committee of all of the unsecured creditors of Metro.
The Joint Plan specifically provides for the funding of the litigation with American by Metro and
Metroflight and for management of the litigation in conjunction with the creditors of Metro. if the
creditors determine to settle the litigation in a manner that involves a disposition or cessation of
Metrotlight's operations, the Joint Plan provides an option for certain holders of the Series A common
stock of Metro to purchase the notes issued in the reorganization to Metro's unsecured creditors and
receive any settlement distributions those note holders would have received. If the option is not
exercised, holders of the Series A common stock in those circumstances would be entitled, to the
extent settlement distributions are sufficient after payment of senior obligations, to receive $0.35 per
share before distributions to holders of the notes issued in the reorganization to Metro's unsecured
creditors.
Effectiveness of the Joint Plan is conditioned upon a final or unstayed judicial determination that
Metroflight is entitled to continue to operate as an American Eagle carrier through October 31, 2002.
See Item 3 — "Legal Proceedings."
On July 28, 1992, the Bankruptcy Court approved the disclosure statement prepared by the
Debtors in connection with the Joint Plan. The Company currently anticipates seeking creditor and
shareholder approval of the Joint Plan in August 1992. Although the Debtors and the Creditors'
Committee are both proponents of the Joint Plan, there is no assurance that the Joint Plan will
receive the requisite approval of the creditors or, ultimately, of the Bankruptcy Court.
Service Marks, Trade Names and Franchises
The Company has registered its name and logo as service marks (Reg. No. 914743 and Reg.
No. 1304148) and uses American's service marks and trade names.
Competition
The Company is engaged in an intensely competitive and volatile industry. In the competitive
environment of the post -deregulation airline industry, expansion into new markets and acquisition of
new aircraft pose significant business and financial risks. The principal sources of competition for the
Company are ground transportation and other air carriers, including both major and regional carri-
ers, most of which have substantially greater assets and resources than the Company. In addition to
direct competition from other air carriers on certain of its routes, the Company competes in certain
cities with other regional and major carriers offering service to alternative major airports. The
Company's ability to compete substantially depends on its ability to provide convenient service at
competitive fares.
In establishing ticket prices, competition often forces the Company to lower its fares to meet
those offered by competitors, including American on certain routes, or limits the Company's ability to
raise fares to desired levels. In addition, because the majority of the Company's passengers connect to
American, fare actions by American affect the through fares for flights involving connections between
the Company and American.
The Company's agreements with American do not prevent American from providing service in
markets served by the Company. Currently any dual service by the Company and American to markets
served by the Company is performed in cooperation between the carriers, and the Company believes
that such dual service enhances both carriers' operations. However, a significant increase in the
frequency of service by American to markets also served by the Company or the commencement of
service by American to certain markets now served by the Company and not served by American could
have an adverse effect on the Company.
Other carriers could also institute competing services on the Company's routes. However, man-
agement believes the Company enjoys certain advantages over such potential competition from other
carriers through, among other things, its current affiliation with American. In addition, the Company
believes that the frequency, convenience and reliability of the Company's flights and the passenger
appeal of the aircraft used by the Company enhance its competitive position.
As is generally characteristic of the airline industry, the Company is and expects to continue to be
subject to a high degree of financial and operating leverage. A decrease in the number of passengers
traveling on the Company's flights can, therefore, result in a reduction in the Company's earnings
that is disproportionately large relative to the reduction in revenues caused thereby. See Item 7 —
"Management's Discussion and Analysis of Financial Condition and Results of Operations."
Employees
At April 30, 1992, the Company employed approximately 945 persons, including approximately
308 pilots and other flight operations employees, 90 flight attendants, 172 maintenance employees,
340 passenger sales and service employees and 35 administrative employees. Substantially all of the
Company's pilots, as well as certain ramp workers and mechanics are represented by unions. The
Company's contract with its pilots union becomes amendable March 31, 1993. The Company's con-
tract with the union representing certain ramp workers becomes amendable August 31, 1995, and the
contract with the union representing certain mechanics and related employees (the "Mechanics") is
currently open for negotiation. No negotiations are underway, however, because the Company has
sued the National Mediation Board 'the "NMB" ) in Federal District Court challenging its actions :n
certifying the International Brotherhood of Teamsters (the "Teamsters" as the representative of the
Mechanicsunion. The NMB has filed a mot:on for summary judgment, which is currently pending
before the Cour.. The Company has experienced no work stoppages and believes that reiations with its
employees are good and will not be substantially affected by the outcome of its litigation with the
NMB.
Regulation
As an interstate air carrier, Metrofltght is subject to the jurisdiction of and regulation by the
Department of Transportation c"DOT ') and the Federal Aviation Administrat:on '"FAA' ) tinder the
Federal Aviation Act of 1958, as amended 'the ".958 ActAlthough regulation of the airline
industry has been considerably diminished by the Deregulation Act• the DOT still possesses certain
regulatory junsd:ct:on over passenger airlines, primarily with respect to the economic provisions of
the 1958 Act. The DOT also has the power to bring proceed:ngs for the enforcement of the air carrier
economic regulations under the 1958 Act, including the assessment of civil penalties. and to seek
criminal sanctions.
The Company :s subject to thejurisdiction of the FAA with respect to its aircraft maintenance and
operations, including equipment. ground facilities, dispatch, communications, training, weather oh•
servat:on. maintenance and flight personnel and other matters affecting air safety. To ensure compli-
ance with its regulations, the FAA requires airlines to obtain operating, airworthiness and other
certifcates that are sub;ect to suspension or revocation for cause. Metroflight has an FAA Air Carrier
Operating Certificate and al. other certificates necessa^y for its operations. As with the DOT's
economic reguiator- powers, the FAA has the power to bring enforcement actions with regard to their
safety regulations. including assessment of civil penalties and judicial proceedings.
In the opinion of management. the Company is in substantial compliance with all material federal
laws and regulations pertaining to its operations,
Insurance
The Company carries the types of insurance customary in the airline industry including coverage
for liability, property damage, aircraft loss or damage, cargo liability and workers' compensation.
Management believes that the amounts and coverages of its insurance protection are reasonable and
adequate for the Company's business operations.
Seasonality
The Company's operations are affected by seasonal factors. pr manly passenger demand and, to a
lesser extent, weather conditions. Lower passenger demand, as well as inclement weather conditions
and resulting flight cancellations, primarily occur in the third and fourth fiscal quarters. Such
seasonal factors adversely affect the Company's operating results in those periods.
Fuel
Fuel costs constitute a significant part of the Company's total operating expenses Although the
Company does not anticipate any supply problems irthe foreseeable future, the availability and cost
of fuel are dependent upon many factors beyond the Company's control and can have a material effect
on the Company's operations.
0
Item 2. Properties
Flight Equipment
The Company operated the following fleet of aircraft, all of which were leased, at May 31, 1992:
Number of Average Age
Aircraft Seats Aircraft Operated(I) (In Years)
Saab 340 ............................... 30(2) 26 3.5
British Aerospace Jetstream 31 ............... 19 14 5.4
TOTAL ............................... 40 4.2
(1) See Item 7 — "Management's Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources" and Note 9 of Notes to Consolidated Financial
Statements.
(2) The Company is in the process of reconfiguring its Saab 340 aircraft to seat 34 passengers. As of
July 15, 1992, ten of the Saab 340 aircraft had been reconfigured; reconfiguration of the remain-
ing fleet is expected to be completed by December 31, 1993.
The Company has tentatively reached agreements with the lessors of its aircraft regarding terms
for continued use of the aircraft. Such agreements will become effective upon confirmation of the Joint
Plan. However, the leases have not yet been assumed by the Company. See Item 1 — "Business —
Chapter 11 Reorganization Proceedings."
The individual characteristics of each type of aircraft used by the Company are matched with
route and schedule requirements to maximize operating efficiency. The Company believes that the
speed and comfort of its aircraft provide significant appeal to passengers, especially business travelers
who comprise a majority of the Company's passengers. The Company continually inspects, maintains
and services its aircraft and replaces, as necessary, engine and major component parts with new or
overhauled parts. The Company believes that its aircraft are in good operating condition.
Ground Facilities
The Company owns an 88,000 square foot aircraft maintenance hangar and office facility at
Dallas/Fort Worth, which was built in 1987. The facility includes 30,000 square feet of office space in
which the Company's principal executive and administrative offices are located. The property on
which the facility is located is leased from the airport board under a 40 -year ground lease expiring in
2027, at which time possession of the facility transfers to the airport board.
The Company leases an aircraft maintenance and office facility in Abilene, Texas under a capital
lease expiring in 2006, with a renewal option for an additional 25 years. An aircraft maintenance
facility at Lawton, Oklahoma is leased under an operating lease expiring in 2002.
Substantially all of the Company's counter, baggage, gate and ramp spaces at the airports served
by the Company are leased from local airport authorities, except in certain cities jointly served with
American, including Dallas/Fort Worth, where they are provided by American.
Item 3. Legal Proceedings
In May 1991, American filed a declaratory judgment action in the Bankruptcy Court requesting a
ruling that the Extension Agreements signed by American are unenforceable and that American has
no obligation to negotiate or agree upon a new form of agreement with Metro and Metroflight
(collectively "Defendants") for American Eagle service at Dallas/Fort Worth, and thus no obligation to
continue its affiliation with Metro and Metroflight, after October 31, 1992. In June 1991, the Defend-
ants answered by denying American's assertions and countersuing for a declaratory judgment that a
ten-year extension of the American Agreements is enforceable or, alternatively, that American is
obligated to enter into a new form of the American Agreements extending the term through Octo-
ber 31, 2002. The Defendants also request damages for breach of the Extension Agreements, reliance
upon American's promises and American's fraudulent or negligent misrepresentations regarding its
intent to extend the American Agreements for ten years. Further, the Defendants seek an injunction
preventing American from vio.ating the antitrust ]aws by unlawfuy using its market power to
attempt to eliminate competition at Dallas Fort Worth the "Antitrust Claim": and damages for the
value of property or obligations :ncurred because of Americans false representations u.he "Fra idu-
lent Transfer Claim" I. Finally, Metro and Metrof ;ght seek damages for breach of another agreement
by American to give Metro the right to become the American Eagle carrier at Miami. Florida and for
damages sustained by Metro because of American's m.:srepresentations in promisirg Metro the right
to become the Mia.-ni A:terican Eagle. A lternativel Metro and Metroflight seek to compel American
to enable Metro to become the Miami American. EagleS See Note 7 of Notes to Consolidated Financial
Statements.
The parties have agreed to defer trial on the Fraudulent Conveyance Clam. the Antitrust Claim
and the issues of Metro's rights to become the American Eagle earner at Miami until after the
Bankruptcy Court's determination of the issues regarding the Extension Agreements. Trial on the
Extension Agreements issues is currently scheduled to commence on September 30, 1992. and the
parties are proceeding with discovery. The Defendants intend to continue tc aggressively assert their
rights to ar, extension of the American Agreements until at least October 31, 2002 and to pursue the
other causes of action Correspondingly. Metro and Metroflight will vigorously appose any effort by
American to vitiate the agreements extending the term of Metroflight's service as an American Eagle
canner at Dallas Fort Worth.
The American Agreements automatically continue in effect in perpetuity for additional one-year
terms after October 31. 1992, unless either party notifies the other of termination at least 180 days
prior to the end of the then current term. In April 1992. American sent Metroflight a notice attempt-
ing to terminate the American Agreements as of October 31, 1992 ;the "Termination Notice".. The
Company responded by filing a motion with the Banc-aptcy Court claiming that the sending of the
Termination Notice by American constituted a violation of the automat:c stay provisions of the Code
see "Business — Chapter 11 Reorganization Proceedings". On June 19, 1992, the Bankruptcy Court
ruled that American had willfully violated the automatic stay provisions of the Code by sending the
Termination Notice. The Cotrpany then filed suit against American asking the Bankruptcy Court to
void the Termination. Notice. Although not finalized through the Bankruptcy Court. the Company avid
American have each agreed to withdraw their notice and motions in this proceeding. The withdrawal
of the Termination Notice by American will ensure Metroflight continuing as the American Eagle
carrier at Dallas Fort Worth at least through October 31. 1993.
On Febraary 13, 1991. TWA filed suit against Metro. Metro Northeast and Northwest Airlines,
Inc. in the Supreme Court of the State of New York, Westchester County, alleging, among other things,
that Metro Northeast breached its commuter services agreement with TWA for failing to provide
services for the full term of the agreement, and that Metro and Northwest conspired to improperly
terminate and improperly interfered with Metro Northeast's service agreement with TWA. In this
suit, TWA claims damages against Metro and Metro Northeast in excess of $100.000.000 and seeks
certain injunctive relief. TWA also separately claims additional damages against Metro Northeast,
This suit is presently stayed by the bankruptcy proceedings of both TWA and the Company TWA,
which had actual notice of the Company's Chapter 11 filing, failed to timely file a claim and the
Company therefore believes its claim to be time -barred. However, if TWA's claim is not time -barred.
Metro intends to aggressively pursue the defense of this suit, if required.
The Company is also involved in various other lawsuits and claims, the ultimate disposition of
which -management believes will not have a material adverse effect upon the Company's business or
consolidated financial position.
Under the automatic stay provisions of the Code, all civil actions against the Debtors arising out
of prepetition causes of action have been automatically stayed and the canes cannot proceed without
approval of the Bankruptcy Court.
Item 4. Submission of Matters to a 1ibte of Security Holders
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal
year ended April 30. 1992.
lU
PART II
Item S. Market for the Registrant's Common Equity and Related Stockholder Matters
Market Information
The Common Stock, $10 par value ("Common Stock"), has been traded in the over-the-counter
market since October 1981. There is no public market for Metro's Class B Common Stock, $.10 par
value ("Class B Common Stock"), as there are restrictions on its transfer. See "Class B Common
Stock."
The Common Stock was formerly quoted in the NASDAQ's National Market System ("NASDAQ/
NMS"). As a result of the Company's bankruptcy filing, the National Association of Securities Dealers
("NASD") suspended quotations in the Common Stock on April 1, 1991 and subsequently delisted the
Common Stock from NASDAQ effective April 29, 1991. The Common Stock now trades over-the-
counter under the symbol "MAIQC"; however, for the fiscal year ended April 30, 1992, quotations on
stock trades and prices of trades have not been reported by any established public trading market.
As of May 31, 1992, there were approximately 900 holders of record of the Common Stock and
approximately 23 holders of record of the Class B Common Stock. The Company believes that a
number of its stockholders hold their shares in "street name" and that there are, therefore, substan-
tially more than 900 beneficial owners of the Common Stock.
The following table sets forth with regard to Metro's Common Stock for the past two fiscal years:
the high and low sales prices as quoted in the NASDAQ/NMS through January 31, 1991; high and low
bids as reported by NASD from January 31, 1991 through April 1, 1991; and the high and low bids as
reported by the National Quotation Bureau from April 1, 1991 through April 30, 1991. Such prices
reflect interdealer quotations without retail markups, markdowns or commissions and may not
necessarily represent actual transactions. Metro has been unable to determine sales prices for its
Common Stock for fiscal 1992, as no reliable source for such information exists.
Stock Saks
Prigs
High Low
Fiscal Year Ended April 30, 1991:
First Quarter ........................................... 6'/e 4%
Second Quarter ......................................... 5 11A
Third Quarter .......................................... 33/4 13Yie
Fourth Quarter.........................................2% y4
Dividends
The Company has never paid a cash dividend and will not do so in the foreseeable future. The
Company's principal bank loan agreements contain certain restrictions on the payment of cash
dividends, and although such agreements are automatically stayed by the Debtors' bankruptcy filings,
any dividend payment would require prior approval of the Bankruptcy Court. The Joint Plan contem-
plates that no dividends will be paid until such time as the creditors have been paid in full. See
Item 7 — "Management's Discussion and Analysis of Financial Condition and Results of Opera-
tions — Liquidity and Capital Resources."
Class B Common Stock
Metro's Class B Common Stock carries ten votes per share. Shares of Class B Common Stock are
not transferable except to certain permitted transferees (generally, family members and trusts and
other entities established by and for the sole benefit of Class B Common Stock holders), but are
convertible at any time at the option of the holder into the Company's Common Stock on a share -for -
share basis. Under the Joint Plan, Class B Common Stock holders and Common Stock holders would
each receive one share of new Class A Common Stock for each share of Metro stock held by them. New
Class A Common Stock would carry one vote per share. See Item 1. Business — "Chapter 11
Reorganization Proceedings."
11
Item 6. Selected Financial Data
The following table presents
selected financial data of
the Company
avid should
be read in
conjunction with "Management's
Discussion
and Analysis of Financial Condition and
Results of
Operations" and the consolidated
financial statements and related
notes included
elsewhere herein.
Year Ended April 30.
1992
1991
1990
1989
1988
in Thousands. ezcepl per share
amounisl
Statement of Operations
Data (1 I.
Operating revenues ........E16.281
S204.236
$194.562
$147,452
$140.213
Operating income (:ass) ....
4,937
'11,928!
112.341;
.8,5221
4.0181
Income iloss) before income
taxes .............. ..
6,529
36,4461
19,4691131
11,1821
7,656,
Net income :loss' ... .....
6,336
(21 36,7291
119.504;
(2,7351141
16,987,
Earnings ilossl per common
share Iprimaryl ..........
$ 1.04121
$ 16011
$ 13.20'
$ '.471
$ 11.161
Weighted average number of
common shares outstand:ng .
6,114
6.113
6,095
5,844
6,036
Apnl 30,
1992151
1991
19%
1989
1988
Im moo aUU)
Balance Sheet Data(11:
Current assets ............ $ 14.136 $ 9.944 $ 19,844 $ 25,346 $ 18,761
Current liabilities.......... 8,104 5.914 39,167 31,312 18.266
Net property and equipment.. 21,660 19,243 53,168 61,303 55.638
Total assets ........... .. 49,904 44,076 99,479 111,564 90.392
Liabilities sub ect to
Chapter 11 proceedings'51... 64,618 66.855 — — —
Long-term debt, net of current
maturties;51 .. ........ — — 43,943 53,482 41.661
Stockholdersequity ldeficit1.. 130.0961 136,432: 14.184; 15,277 15,909
.11 The Company acquired Chaparral Airlines. Inc. '"Chaparral") avid Metro Northeast in August
1987 and April 1989. respectively in transactions accounted for as purchases. The Company sold
AAI and Metro Northeast in February 1991 and March 1991, respectively. Accordingly, the
Company's financial statements include the accounts and results of operations of Chaparral and
Metro Northeast from their respective acquisition dates and the accounts and results of opera-
tions of AAI and Metro Northeast through their respective sale dates. See Note 3 of Notes to
Consolidated Financial Statements.
2: Net income for fiscal 1992 reflects an income tax provision (including state taxes) of $2.7 million,
which was partialy offset by an extraordinary credit of $2.5 million, or $.40 per share ($.30 fully
diluted!, from the uti;ization of net operating loss carryforwards. Fully diluted earnings per share
in fisca: 1992 were $.78 per share.
3! Includes net pretax expense of $1,600 for the refurbishment of aircraft returned to the Company
early from sublease to another airline,
.4) Includes net income of $7,965 from the cumulative effect of accounting change.
Si See Note 9 of Notes to Consolidated Financial Statements for information regarding certain
operating lease obligations.
12
-r . . __________r
Selected Operating Data
War Ended April
30.
1992
1991
1990
1989
1968
Passengers carried ...............
1,611,726
2,899,590
2,868,474
2,239,941
2,187,471
Revenue passenger miles (000)(1) ...
376,030
575,355
544,739
411,873
389,611
Available seat miles (000)(2) .......
570,800
1,006,930
1,015,739
806,993
735,164
Passenger load factor ............
65.9%
57.1%
53.6%
51.0%
53.0%
Average ticket price ..............
$70.62
$68.77
$65.42
$63.32
$62.70
Yield per revenue passenger mile(3)
.. $.303
$.345
$.345
$.344
$.352
Cost per available seat mile(4) ......
$195
$.218
$.206
$.194
$.200
Average passenger trip mileage .....
233
198
190
184
178
Cities served (end of period) .......
26
26
70
67
51
Aircraft in fleet (end of period) .....
40
43
110
96
86
(1) Aggregate of miles flown by all
revenue passengers.
(2) Number of seats available for passengers multiplied by miles flown.
(3) Passenger revenue divided by revenue passenger
miles.
(4) Operating expenses related to passenger operations and net interest expense divided by available
seat miles.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
General
Until January 1991, the Company, through its wholly owned subsidiaries, operated four separate
regional passenger airlines and an air cargo carrier. Since January 1991, the Company has sold or shut
down three of its passenger operations and its cargo operation. See Item 1. Business — "Other
Operations."
In February 1991, Metro Express, a wholly owned subsidiary of Metro that operated in Atlanta in
affiliation with Eastern, filed a petition to be liquidated under Chapter 7 of the Code.
In February 1991, Metro Northeast, a wholly owned subsidiary of Metro that operated in the
northeastern United States in affiliation with TWA, suspended its operations. Metro sold all of the
outstanding capital stock of Metro Northeast in March 1991.
In February 1991, Metro sold all of the outstanding capital stock of AAI, its wholly owned
subsidiary that operated in the Caribbean in affiliation with Eastern.
In September 1991, Metro sold all of the outstanding capital stock of MXII, its wholly owned
subsidiary that operated solely as an air cargo carrier at Dallas/Fort Worth.
The Company's remaining operations after March 1991 consist primarily of its Metroflight
subsidiary, which operates as the American Eagle carrier at Dallas/Fort Worth in affiliation with
American.
On April 1, 1991, Metro, Metroflight and Metro Leasing (collectively, the "Debtors"), filed volun-
tary petitions for reorganization in the Bankruptcy Court under Chapter 11 of the Code. The filing
was necessary due to substantial weakening of the Company's financial condition resulting from
losses in the preceding two years, primarily in its Atlanta and Northeast operations. Also contributing
13
to the losses were increased fuel prices and lower passenger traffic as a result of the war in the Persian
Gulf. Each of the Debtors is being operated as a debtoran-possession pursuant to the Code while
pursuing approval of a plan of reorganisation.
Because of the nature and scope of the events described above, in particular the transition of the
Company from a holding company operating at severe: locations with three major carrier affiliates to a
single passenger corn. 'oviding feeder sen-ice to one hub, the results of operations discussed below
are materially different from the operating results for previous years and are not necessarily indica-
tive of future or continuing trends, The following discussion and analysis also includes a compar.sor.
of the separate results of Metroflight, the Company's primary remaining operating subsidiary.
Fiscal 1992 Compared with Fiscal 1991
Consolidated operating revenues in fiscal 1992 were 3:16.3 million, a 43.1'} decrease from fiscal
1991. The reduction in revenues is primarily due to a decline :n revenue passenger miles r'RPMs";
coup.ed with a decline in yield per RPM, resulting from the disposal of subsidiaries described above.
RPMs totalled 376 million in fiscal 1992, down 34.6'.+; from fiscal 1991. Yield per RPM declined 12 2'
to 30.3 cents :n 1992 as compared to the pnor year. This decline is attributed in part to the historically
lower yields at DailasFort Worth compared to the Company's former operations at Atlanta and in the
Northeast and the Caribbean. as well as a decline from the prior year in yield.; at Dallas Fort Worth.
In fiscal 1992. Metroflight's operating revenues increased 1 69 over the prior year, primarily due
to a 3.6% increase in RPMs, offset somewhat by a 1.6% decrease in yield per RPM. The lower yields
compared to the prior year reflect widespread fare discounting throughout the industry in an attempt
to stimulate traffic :n a soft economy.
Consolidated operating expenses in fiscal 1992 decreased 48.5or over the prior year to $111.3 mil-
lion, The decrease reflects a reduction in both capacity, as measured by available seat miles : "ASMS"
and cost per ASM. ASMs totalled 570.8 million in fiscal 1992, down 43.3'%- from the prior year. Cost per
ASM decreased 10.6`x. to 19.5 cents. compared to 21 8 cents last year. The reduction in unit costs is
attributed to the lower cost structure and better aircraft utilization in the Company's remaining
operation at Metrofiight as compared to the subsidiaries which were sold or liquidated, as well as to
lower fuel costs in the current year following the resolution of the Persian Gulf conflict.
Metroflight's operating expenses increased 4.3'f over the prior year and ASMs decreased 0.49- in
fiscal 1992. The decrease :n ASMs is principally attributable to a reduction in capacity resulting from
the reconfiguration of the Company's Saab 340 aircraft from 34 seats to 30 seats in December 1991 in
order to comply with certain regulatory requirements. The Company expects to return the Saab
aircraft to a 34 seat configuration as it installs Traffic Alert and Collision Avoidance System ("TCAS")
equipment in the aircraft. See "Liquidity and Capital Resources." Metroflight's cost per ASM in fiscal
1992 increased by 4.9C from the prior year. Although fuel prices declined 1.9q to an average of
67.6 cents per gallon front the year-earlier average level of 68.9 cents per gallon, increases in other
costs such as insurance, flight crew salaries, computer reservations charges and certain maintenance
expenses. resulted in higher unit costs,
As a result of the factors discussed above, the Company recorded consolidated operating income of
$4.9 million in fiscal 1992, compared to an operating loss of $11.9 million in fiscal 1991. Metroeight's
operating income decreased $2.8 million in fiscal 1992 from the prior year, principally as a result of
lower yields.
Consolidated net interest income was $22,000 in fiscal 1992, compared to net interest expense of
$5.7 million fiscal 1991. Interest expense decreased considerably due to the Company's Chapter 11
filing, which allowed the Company to cease accruing interest expense on the majority of its debt.
Contractual interest not accrued -n fiscal 1992 as a result of the Chapter 11 filing totalled approxi-
mately $3.6 million. The Company incurred reorganization expense met of interest income of
$414.000: of $344,000 for fiscal 1992. In addition, the Company recorded expenses of $2.7 million in
fiscal 1992 in connection with the liquidation of Metro Express, primarily as the result of a settlement
14
of a dispute with the pilots' union concerning the furlough of Metro Express' pilots. The Company also
recorded a gain in fiscal 1992 of $3.8 million in connection with the disposal of Metro Northeast,
primarily from the collection of receivables that had previously been reserved. See "Liquidity and
Capital Resources."
Consolidated net income for 1992 was $6.3 million, or $1.04 per common share ($.78 fully
diluted), compared to a net loss of $36.7 million, or $6.01 per common share, in the year-earlier period.
The current year net income reflects an income tax provision (including state taxes) of $2.7 million,
which was partially offset by an extraordinary credit of $2.5 million, or $.40 per share ($.30 fully
diluted), from the utilization of net operating loss carryforwards.
Fiscal 1991 Compared with Fiscal 1990
The Company incurred an operating loss of $11.9 million and a net loss of $36.7 million in fiscal
1991, compared to an operating loss of $12.3 million and a net loss of $19 5 million in fiscal 1990.
Operating revenues in fiscal 1991 were $204.2 million, a 5.0% increase from fiscal 1990. The
increase in revenues resulted primarily from an increase in RPMs, which rose 5.6% to 575 million in
fiscal 1991. The increase in RPMs is attributable entirely to a substantial increase in traffic at the
Dallas/Fort Worth hub, where service to five new cities was initiated during the year. Yield per RPM in
1991 was unchanged from the prior year at 34.5 cents.
Operating expenses in fiscal 1991 increased 4.5% (1.2% excluding a $6.7 -pillion charge associated
with the write-off of goodwill and other intangible assets of Metro Northeast in connection with its
shutdown and sale) over the prior year despite a decrease in capacity, resulting in increased costs per
ASM. ASMs totalled 1.01 billion, down 1% from the prior year. Although capacity at Dallas/Fort Worth
increased 16% with the addition of six new Saab 340Bs during the year, the increase was offset by
reductions in capacity as a result of the shutdowns of Metro Express and Metro Northeast and the sale
of AAI.
Cost per ASM was 21.8 cents in 1991 (21.2 cents excluding the write-off of goodwill and other
intangible assets of Metro Northeast, which was included in depreciation and amortization expense),
compared to 20.6 cents in 1990. The increase in unit cost is primarily attributable to the higher fuel
costs. As a result of the Persian Gulf conflict, fuel prices rose dramatically beginning in August 1990
and exacerbated the Company's financial and operating difficulties. The Company's average price per
gallon of jet fuel in the nine -month period ended January 31, 1991 was 21% higher than in the
comparable period of the prior year. Fuel prices peaked in October 1990 and by January 31, 1991, had
returned to levels comparable with those of the prior year.
Net interest expense totalled $5.7 million in fiscal 1991, down from $6.0 million in 1990 primarily
because the Company ceased accruing interest on its unsecured and undersecured obligations as of
April 1, 1991 (the date of the Chapter 11 filings). Interest not accrued for the period April 1 through
April 30, 1991 aggregated approximately $300,000. In addition, no interest on Metro Express' obliga-
tions is included in the Company's consolidated financial statements subsequent to February 7, 1991
(the date of the Chapter 7 filing).
The Company recorded a net loss on the disposal of assets of $710,000 in fiscal 1991, compared to
a gain of $434,000 in fiscal 1990. The Company recorded charges of $6.4 million in connection with the
liquidation of Metro Express, including the recording of certain guarantees by Metro of Metro Express
debt and the write-off of receivable balances from Metro Express. In addition, the Company recorded a
loss on the disposal of Metro Northeast of $5.9 million, which includes the write-off as uncollectible of
the balance of the note from ZAL and the effect of certain guarantees and indemnifications by Metro of
Metro Northeast obligations resulting from the shutdown, sale and subsequent bankruptcy of Metro
Northeast. The Company collected a portion of the balance of the note from ZAL in fiscal 1992,
resulting in a gain of $3.8 million. See "Results of Operations — Fiscal 1992 Compared with Fiscal
1991."
15
Other expense for fiscal 1991 also includes adjustments of $5.0 million related to the Debtors'
Chapter 11 filings. Such charges include write-offs of debt issuance costs. estimated expenses associ-
ated with rejected executory contracts and provisions for professional fees and other expenses.
After a provision for state and foreign taxes of $283,000, the Company's net loss for fiscal 1991
was $36.7 million, or $6.01 per share. compared to a net loss of $19.5 million. or $3.20 per share, in
Escai 1990.
Liquidity and Capital Resources
As previously discussed under " Managements Discussion and Analysts — Results of Opera-
tions." the Debtors filed for reorganization under Chapter 11 of the Code on April 1, 1991 due to
substantial weakening of the Company's liquidity and financial condition resulting from losses in the
preceding two years, primarily in its Atlanta and Northeast operations. These prnhlems were exacer-
bated by increased fuel prices and lower passenger traffic as a result of the war :n the Persian Gu:f
As of April 30. 1992, the Company had cash and cash equivalents of $8.2 million, compared to
$4.5 million at April 30, 1991. This increase is due in part to the automatic stay under the Code which
enjoins the Company from paying prepetition obligations of the Debtors. lraddition. the operations of
Metroflight. the Company's sole remaining air carrier, have been profitable since 1987. The Company
has generated cumulative operating profits and positive cash flow since April;. 1991. During the fiscal
year ended April 30. 1992. the Company earned net income of 36.3 million and its operating activities
provided $5.0 million :n cash flow. Since the Chapter 11 filings, the Company has obtained trade credit
terms with a number of its vendors, and the resulting increase in accounts payable and accrued
liabilities provided approximately $2.2 million of the Company's cash flow from operating activities of
fiscal 1992.
As is common in the airline industry, the Company has historically often sustained working
capital deficits, in part due to the highly capital intensive nature of the industry. During recent years,
the Company used internally generated funds, bank borrowings, operating lease arrangements and
proceeds from public offerings of debt and common stock to expand and provide the working capital
necessary for its operations. As a result of the Chapter 11 filings and the reclassification of liabilities
subject to Chapter 11 proceedings as noncurrent, the Company had positive working capital of
$6.0 million at April 30. 1992.
Based on current projections, the Company believes that cash flow from Metroflight's operations
will be sufficient to meet its ongoing operating and capital requirements in the foreseeable future.
Ilrwever, the failure of Metroflight to continue U) generate positive cash flow from operations would
have a material adverse effect on the Company's ability to meet its obligations. See "Legal Proceed-
ings" for a discussion regarding the terms of Metroflight's contract with American and American's
attempt to have such contract held unenforceable. The Company believes that the loss of its affiliation
with American would have a material adverse effect on Metro and Metrofiight.
The Company currently has no available borrowing capability and no assurance can be given that
the Company would be able to obtain debtor -in -possession financing if it were needed. Under the
terms of the Joint Plan, the Company will not be permitted to pledge assets as of the effective date of
the Joint Plan without the approval of a committee representing the interests of prepetition creditors
Ithe "Plan Committee"). In addition, debt issued under the Joint Plan may not be subordinated to
new debt incurred by the Company after the effective date of the Joint Plan without approval of the
Plan Committee.
Other than Metroflight's office and maintenance facility at Dallas'Fort Worth and certain spare
par -b iwhich cannot be pledged without the consent of the Company's primary bank lender), the
Company has no significant unencumbered assets that could be sold or pledged to raise additional
cash.
16
As discussed in Item 1, "Business — Chapter 11 Reorganization Proceedings," in order for the
Debtors to reorganize and emerge from Chapter 11, the Debtors must file and obtain confirmation of a
plan of reorganization. Such plan must address the repayment or other resolution of the Debtors'
prepetition obligations. Although the Company has filed the Joint Plan and is currently seeking its
approval, there can be no assurance that such plan will be confirmed. The Joint Plan contemplates
issuance of new debt instruments and equity securities as satisfaction of prepetition obligations,
which will result in substantial dilution of the interests of Metro's current equity holders. If the Joint
Plan becomes effective, the Company will continue to be highly leveraged and will have significant
fixed payment obligations. Effectiveness of the Joint Plan is conditioned upon a final or unstayed
judicial determination that Metroflight is entitled pursuant to the American Agreements to continue
to operate as an American Eagle carrier through October 31, 2002. See Item 3— "Legal Proceedings."
The Company estimates it has approximately $65 million of prepetition liabilities subject to
Chapter 11 proceedings, including approximately $40 million of debt obligations. Creditors have
submitted claims for prepetition liabilities and certain creditors have asserted that amounts owed are
substantially greater than the Company estimates. Resolution of these claims may require litigation.
The Company is unable to predict the ultimate outcome of any such disputes.
With certain exceptions under the Code, the Chapter 11 filings operate as an automatic stay
against the commencement or continuation of any judicial, administrative, or other proceedings
against the Debtors, any act to regain possession of property of or from the Debtors or any act to
create, perfect or enforce any lien against property of the Debtors. Pursuant to provisions of the Code,
liabilities arising prior to the Chapter 11 filings may not be paid without prior approval of the
Bankruptcy Court until a reorganization plan is confirmed, and then may be satisfied only in accor-
dance with such plan. The Company has paid certain prepetition obligations with Bankruptcy Court
approval, including certain maintenance expenses, employee wages and benefits, and certain passen-
ger claims and refunds. Under the Code, the Company is required to pay substantial expenses
associated with the Chapter 11 proceedings.
Under Section 365 of the Code, the Company had to assume all unexpired leases of non-residen-
tial real property within 60 days of the filing or, absent an extension from the Bankruptcy Court, such
leases would have been deemed rejected. The Company has obtained an extension of such 60 -day
deadline up to and including the date of the confirmation of a plan of reorganization, subject to further
order of the Bankruptcy Court. Under Section 365 of the Code, all other executory contracts and
leases must be assumed or rejected before the confirmation of a plan of reorganization. However,
parties to the Debtors's executory contracts and leases are allowed to file motions with the Bank-
ruptcy Court to require the Debtors to affirm or reject such executory contracts or leases by a specific
date. Assumption of any of the Company's executory contracts or leases cou.d require the Company to
cure all prior defaults under the contracts or leases. Rejection of a contract or lease constitutes a
breach of the contract or lease, giving the other party to the contract a right to assert a prepetition
claim against the Company for the damages arising out of the breach. The Company is in the process
of reviewing its executory contracts and leases and will make a determination as to the assumption or
rejection of its executory contracts and leases prior to confirmation of its plan.
All of the aircraft currently used by the Company are leased. The Company has rejected the leases
covering five Gulfstream G -1C aircraft which the Company withdrew from service during the fourth
quarter of fiscal 1991. The Company has tentatively reached agreements with the lessors of its aircraft
regarding terms for continued use of the aircraft. Such agreements will become effective upon
confirmation of the Joint Plan. Pursuant to these agreements, the Company would assume the leases
for all of its remaining aircraft and repay the majority of the prepetition arrearages on those aircraft
over several years. However, the Company has not yet assumed any of the aircraft leases.
In the absence of reaching other acceptable arrangements with its lessors, arrearages on aircraft
lease agreements assumed by the Company are required to be paid in full at the time of assumption.
The lessors under those agreements that the Company rejects are entitled to claim damages as a result
17
of the breach of their contracts. The Company estimates that prepetition arrearages on aircraft
currently being used total approximately $6.7 million. As required by the Code. the Company has
timely made al postpetition iease payments for aircraft operated post pet it ion under ]eases which have
not been affirmed or rejected.
The Company is currently installing TCAS equipment in its Saab 340 aircraft. The total cost of
:nstaUing the TCAS equipment in the Company's 26 Saab 340 aircraft : estimated tc he approxi-
mately $4.4 million. The Company is installing TCAS in five of the aircraft in the first quarter of fiscal
1993, using internally -generated funds. Installation of TCAS in the remaining 21 Saab 340 aircraft is
expected to he completed by December 1992. The manufacturer of the Co tpany's Saab aircraft has
agreed to loan. the Company up to $1.462.500 of the cost of installing TCAS it'. the remaining Saab 340
aircraft, subject to confirmation of the Joint Plan. The balance of the cost is expected to be funded
fro -r. cash generated by operations Such loan is expected to be repaid over a term of 48 months
In addition, FAA regulations require the Company to install certain equipment in its Jet -
stream 31 aircraft by December 31, 1993. The cost of installing the equipment, which is estimated to
be approximately $450,000, is expected to he funded from cash generated by operations.
The Company has no other commitments for the acquisition of additional aircraft or for other
significant capital expenditures. Capital expenditures, pcman:y for purchases of rotable parts and
ground equipment and improvements to leased aircraft. totalled $3.8 million in the fiscal year ended
April 30, 1992.
On March 21, 1991. Metro sold all of the outstanding capital stock of Metro Northeast to ZAL.
The sales price was approximately $3 9 million and consisted of a short-term promissory note from
ZAL, which note was guaranteed by Metro Northeast and its subsidiaries and secured by a pledge of all
of the capita: stock of Metro Northeast and the assets of Metro Northeast and its subsidiaries. ZAL
defaulted on payment of the promissory note, and on May 31, 1991. ZAL and Metro Northeast and its
subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Code in the United
States Bankruptcy Court for the Western. District of New York, The Company pursued its claims
against ZAL avid Metro Northeast in their bankruptcy proceedings and reached an agreement with
them pursuant to which the Company's claim for the balance of the note was compromised and settled
in exchange for the release of the Company's liens. Under the settlement agreement, which was
approved by the bankruptcy courts in New York and Texas, the Company received cash net of
expenses) of approximately $888,000. equity in a spare engine of approximately $116,000 and spare
parts valued at approximately 32.8 mii'.ion. The effect of the settlement of the note, which was fully
reserved in fiscal 1991, has been recorded :n the accompanying financial statements for the fiscal year
ended April 30. 1992.
Impact of Inflation
The Company's operating costs are subject to general inflationary pressures. Competition in the
airline industry may limit the Company's ability to pass on increased costs through fare increases
Item 8. Financial Statements
Page
Number
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report ............................. ....... F-1
Consolidated Balance Sheets as of April 30, 1992 and 1991 ...............F-2
Consolidated Statements of Operations for each of the years in the three-year
period ended April 30, 1992 ............................. ....... F-3
Consolidated Statements of Stockholders' Equity (Deficit) for each of the years
in the three-year period ended April 30, 1992 ........................F-4
Consolidated Statements of Cash Flows for each of the years in the three-year
period ended April 30, 1992 ..................................... F-5
Notes to Consolidated Financial Statements ..........................F-6
Item 9. Disagreements on Accounting and Financial Disclosure
None.
19
PART Ill
All items in Part Ill are incorporated in this Annual Report from the Company's defnitive Proxy
Statement for its 1992 annual meeting of stockholders, which Proxy Statement will be filed with the
Securities and Exchange Cnmmcssior. within 120 days after the end of the fiscal year covered by this
report.
Headings in Prusi Statement
Item 10. Directors and Executite Officers of
the Registrant .. .. ..... .. .
Item 11. Executive Compensation .. ...... .
Item 12. Security Ownership of Certain
Beneficial Owners and
Management .................
Item 13. Certain Relationships and Related
Transactions . .. ........ . .
PART IV
Directors and Executive Officers
Executive Compensatinn
"Quorum and Voting" and "Election
of Directors"
'Certain Transactions"
Item 14. Exhibits. Financial Statement Schedules, and Reports on Form 8-K
14'a+'1).
The following financial statements of Metro Airlines. Inc. and subsidiaries are included in Item 8
and filed as a part of this report and begin on Page F-1:
Independent Auditors' Report — Page F-1
Consolidated Balance Sheets as of April 30, 1992 and 1991 — Page F-2
Consolidated Statements of Operations for each of the years in the three-year penod ended
Apr.] 30. 1992 — Page F-3
Consolidated Statements of Stockholders' Equity 1 Deficit: for each of the years in the three-
year period ended April 30, 1992 — Page F-4
Consolidated Statements of Cash Flows for each of the years in the three-year period ended
April
30.
1992 — Page
F-5
Notes
to
Consolidated
Financial Statements
— Page F-6
I4raH2i.
The following financial statement schedules are included in Item 14(d i and begin on Page S-1:
Schedule II — Amounts receivable from related parties, underwriters, promoters and
employees other than related parties for each of the years in the three-year
period ended April 30, 1992 — Page S-1
Schedule IV — Indebtedness of and to related parties — not current for each of the years in
the three-year period ended April 30. 1992 — Page S-2
Schedule V — Property and equipment for each of the years in the three-year period ended
Apni 30. 1992 — Page S-3
Schedule VI — Accumulated depreciation and amortization of property and equipment for
each of the years in the three-year period ended April 30, 1992 — Page S-4
All other schedules are omitted either because they are not applicable or because the required
information is shown in the financial statements or notes thereto.
20
14(a)(3) Exhibits:
Exhibit
No.
3.1
— Restated Certificate of Incorporation of the Company (Incorporated by reference to
Exhibit 4.1(a) to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1987).
3.2
— Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to
Exhibit 4.1(b) to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1987).
3.3
— By-laws of the Company (Incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended April 30, 1988).
4.1
- Indenture between the Company and MBank Dallas, National Association, as of October 8,
1987. (Incorporated by reference to Exhibit 4.2 to Registration Statement No. 33-16632).
10.1
— Guaranty made effective as of April 17, 1987, between Metro Airlines, Inc. and The
Provident Bank, together with Acknowledgement of Assignment of Guaranty and
Amendment of Note and Security Agreement dated September 1, 1989 by Metro Airlines,
Inc. (Incorporated by reference to Exhibit 10.5 to Annual Report on Form 10-K for the year
ended April 30, 1991).
10.2
— Metro Airlines, Inc. 1981 Incentive Stock Option Plan and Amendments 1 and 2 thereto
(Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1987).
10.3
— Lease Agreement dated April 2, 1982 between the Trustees of the Lawton Metropolitan
Area Airport Authority, as Lessor, and Metroflight, Inc., as Lessee for real property, and
improvements located thereon, at Lawton, Oklahoma. (Incorporated by reference to
Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1990.)
10.4
— Service Agreement dated October 16, 1984 between American Airlines, Inc. and
Metroflight, Inc. and Amendment No. 1 dated December 4, 1984 (Incorporated by
reference to Exhibit 10.7 to Registration Statement No. 2-98068).
10.5
— Guaranty Agreement dated as of April 1, 1982 by and between Metroflight, Inc. as
guarantor and The American National Bank of Lawton, as trustee (Incorporated by
reference to Exhibit 10.17 to Registration Statement No. 2-98068).
10.6
- Incentive Agreement dated October 12, 1984 between American Airlines, Inc. and
Metroflight, Inc. (Incorporated by reference to Exhibit 10.18 to Registration Statement
No. 2-98068).
10.7 — Agreement dated October 24, 1984 between American Airlines, Inc. and Metroflight, Inc.
with respect to the American AAdvantage Program (Incorporated by reference to
Exhibit 10.18 to Registration Statement No. 2-98068).
10.8 — Agreement to Refinance dated April 17, 1987 by and between British Aerospace, Inc., Jet
Acceptance Corporation and Metro Express, Inc. (Incorporated by reference to
Exhibit 10.56 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1987).
10.9 — Agreement to Lease Saab SF340 Aircraft by and between Saab Aircraft of America, Inc.
and Metro Airlines, Inc. dated as of April 30, 1987 (Incorporated by reference to
Exhibit 10.68 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1987).
P4il
Exhibit
No.
10 10 — Agreement dated as o: January 1. 1987 between American Airlines, Inc.. Metroflight, Inc
and Metro Airlines. Inc. (Incorporated by reference to Exhibit 10.69 to the Company's
Annual Report on Form 10-K for the fiscal year ended April 30. 1987). Portions of this
document have been granted confidential treatment pursuant to Rule 24b-2.
10.11 —Revolving Loan Agreement dated July 26. :986 for the maximum aggregate principal
amount of $10,000,000 between. Metro Airlines. Inc. and Bank of America National Trust
and Savings Association. which includes as exhibits three alternate Promissory Notes in
the principal amount of $10.000,001) each i Incorporated by reference to Exhibit 10.45 to
the Company's Annual Report on Form 10-K for the fiscal year ended April 30. 1988).
10.12 — Consulting Agreement dated August 1. 1987 between Metro Airlines, Inc. and J.L. Seaborn
Incorporated by reference to Exhibit 10.48 to the Company's Annual Report on
Form 10-K for the fiscal year ended April 30. 1988.
10.13 — Consulting Agreement dated August 1, 1987 between Metro Airlines. Inc. and Edmond A.
Henderson Incorporated by reference to Exhibit 10.49 to the Company's Annual Report
on Form 10-K for the fiscal year ended April 30. 1988:.
10.14
— Agreement for the Purchase of the Stock of OIBNY Air. Inc and OI13V Air, Inc. from
Owens-Illinois Group. Inc. by Metro Airlines. Inc.. dated as of January 4, 1989
'Incorporated by r" ference to Exhibit 1 to the Company's Current Report on Form 8-K
dated April 22, 19b9o.
10.15
— First Amendment and Supplement to Agreement for the Purchase of the Stock of OIBNY
Air. Inc. and OIBV Air, Inc. from Owens-Illino:s Group. Inc. by Metro Airlines, Inc., dated
as of March 31, 1989 by and among Owens-Illinois Group. Inc.. Metro Airlines, Inc. and
Metro Airlines Northeast, Inc. 'Incorporated by reference to Exhibit 2 to the Company's
Current Report on Form 8-K dated April 22. 1989;.
10.16
— Agreement dated April 13. 1989 between Metroflight, Inc., Metro Express, Inc., Chaparral
Airlines. Inc., Aviation Associates, Inc. and the Air Line Pilots in the service of Metroflight,
Inc.. Metro Express, Inc. Chaparral Airlines. Inc., and Aviation Associates, Inc. as
represented by the Air Line Pilots Association. International. (Incorporated by reference
to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1989.)
10 1;
- Loan Agreement dated as of March 30. 1989 between Metro Airlines. Inc. and Bank of
America National Trust and Savings Association ."Bank" t, which includes as exhibits a
Promissory Note dated March 30. 1989 in the principal amount of $16,000,000: a Pledge
Agreement dated March 30. 1989 trade by Metro Airlines. Inc. to Bank; the First
Amendment to Revolving Loar. Agreement dated March 30, 1989, amending the Revolving
Loan Agreement dated July 26, 1988 between the Company and Bank; and First
Amendment to Loan Agreement dated March 30, 1989. amending the Loan Agreement
dated July 26, 1988 between Chaparral Airlines. Inc. and Bank. Incorporated by reference
to Exhibit 10 44 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30. 1989.
10.19
- Second Amendment to Revolving Loan Agreement and Notes dated August 2, 1989
between Metro Airlines, Inc "Company" o and Bank of America National Trust and
Savings Association r'Bank": amending the Revolving Loan Agreement fthe
"Agreement". dated July 26, 1988 between Company and Bank, as previously amended,
and the related Notes: together with the related Guaranty of Metroflight. Inc.
Incorporated by reference to Exhibit 1044 to the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1990.i
22
Exhibit
No.
10.19
— First Amendment to Loan Agreement, Note and Pledge Agreement dated August 2, 1989
between Metro Airlines, Inc. ("Company") and Bank of America National Trust and
Savings Association ("Bank"), amending the Loan Agreement dated March 30, 1989
between Company and Bank and the related Note and Pledge Agreement. (Incorporated by
reference to Exhibit 10.45 to the Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1990.)
10.20
— Loan Agreement dated January 23, 1990 between Metro Airlines, Inc. ("Company") and
The Philadelphia National Bank ("Bank"), together with a Promissory Note dated
January 23, 1990 in the principal amount of $6,000,000 made by Company to Bank.
(Incorporated by reference to Exhibit 10.47 to the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1990.)
10.21
— Second Amendment to Loan Agreement and Waiver dated March 14, 1990 between Metro
Airlines, Inc. ("Company") and Bank of America National Trust and Savings Association
("Bank") amending the Loan Agreement dated March 30, 1989 between Company and
Bank (the "Agreement"), as previously amended. (Incorporated by reference to
Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1990.)
10.22
— Third Amendment to Revolving Loan Agreement and Waiver dated March 14, 1990
between Metro Airlines, Inc. ("Company") and Bank of America National Trust and
Savings Association ("Bank") amending the Revolving Loan Agreement dated July 26,
1988 between Company and Bank, as previously amended. (Incorporated by reference to
Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1990.)
10.23
— Fourth Amendment to Revolving Loan Agreement dated July 25, 1990 between Metro
Airlines, Inc. ("Company") and Bank of America National Trust and Savings Association
("Bank") amending the Revolving Loan Agreement dated July 26, 1988 between Company
and Bank, as previously amended. (Incorporated by reference to Exhibit 10.51 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1990.)
10.24
— Third Amendment to Loan Agreement dated July 25, 1990 between Metro Airlines, Inc.
("Company") and Bank of America National Trust and Savings Association ("Bank")
amending the Loan Agreement dated March 30, 1989 between Company and Bank, as
previously amended. (Incorporated by reference to Exhibit 10.52 to the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 1990.)
10.25
— Fifth Amendment to Revolving Loan Agreement dated September 17, 1990 between Metro
Airlines, Inc. ("Company") and Bank of America National Trust and Savings Association
("Bank") amending the Revolving Loan Agreement dated July 20, 1988 between Company
and Bank, as previously amended (Incorporated by reference to Exhibit 10.32 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1991.)
10.26
— Fourth Amendment to Loan Agreement dated September 17, 1990 between Metro
Airlines, Inc. ("Company") and Bank of America National Trust and Savings Association
("Bank") amending the Loan Agreement dated March 30, 1989 between Company and
Bank, as previously amended (Incorporated by reference to Exhibit 10.33 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1991).
10.27
— Waiver and Sixth Amendment to Revolving Loan Agreement dated December 14, 1990
between Metro Airlines, Inc. ("Company") and Bank of America National Trust and
Savings Association ("Bank") amending the Revolving Loan Agreement dated July 20,
1988 between Company and Bank, as previously amended (Incorporated by reference to
Exhibit 10.34 to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1991).
23
Exhibit
No.
10.28
— Waiver and Fifth Amendment to Loan Agreement dated December 14. 1990 between Metro
Airlines. Inc. ("Company") and Bank of America National Trust and Savings Association
t"Bark"i amending the Loan Agreement dated March 30, 1989 between Company and
Bank. as previously amended .Incorporated by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the fiscal year ended Apri] 30, 1991
10 29
— Employment Agreement dated March 31. 1991 by and between Metro Airlines. Inc.
Metrofligh:. Inc. and Edmond A. Henderson 1 Incorporated by reference to Exhibit :0.37 to
the Company's Annual Report on Form 10-K for the fiscal year ended April 30. 1991.
1030
— Employment Agreement dated March 3:. 1991 by and between Metro Airlines. Inc.
Metrotght. Inc. and J.L. Seaborn Incorporated by reference to Exhibit 10.38 to the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 19911.
10 31
— Employment Agreement dated March 31, 1991 by and between Metro Airlines, Inc..
Metrofl:ght, Inc. and Brian K. Miller (Incorporated by reference to Exhibit 10.39 to the
Company's Annual Report on Form 10-K for the fiscil year ended April 30, 1991).
10 32
— Aircraft Lease Agreement dated effective as cf March 16. 1991 between Jetstream Leasing
Company and Metroflight. Inc. regarding nine Br.tish. Aerospace Jetstream aircraft
'Incorporated by reference to Exhibit 10.40 to the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1991..
10.33
— Agreement for the Purchase of the Stock of Aviation Associates, Inc. by Aeroflight Holding,
Inc., dated February 12. 1991, by and between Metro Airlines. Inc and Aeroflight
Holdings. Inc. t Incorporated by reference to Exhibit I to the Company's Current Reporton
Form 8-K dated February 27, 1991.'
10.34
— Letter Agreement dated February 12. 1991. by and between. Edmond A. Henderson and
J.L. Seaborn and Metro Airlines, Inc. regarding the sale of AAI. 'Incorporated by reference
to Exhibit 2 to the Company's Current Report on Form S -K dated February 27, 1991,:
10.35
— Stock Purchase Agreement dated as of March 4, 1991 by and between Metro Air::nes, Inc.
and ZAL Airlines Holding, Inc., together with the First and Second Amendments thereto.
.Incorporated by reference to Exhibits 1, 2 and 3 to the Company's Current Report on
Form 8-K dated April 1, 1991.;
0.36
—Agreement for New Metroflight Service Agreement dated as of July 27, 1987, by and
between American Airlines, Inc.. Metro Airlines, Inc. and Metroflight. Inc.
10.37"
— Agreement for New Chaparral Service Agreement dated as of July 27. 1987. by and
between American Airlines. Inc. and Metro Airlines, Inc.
22.1"
— Subsidiaries of Metro Airlines, Inc.
24.1'
—Consent of KPMG Peat Marwick.
"Fed herewith.
14(bi Report,v
on Form 8-K.
No reports on
Form 8-K were
filed by
the Company
dunng the fiscal year ended April 30. 1992.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
METRO AIRLINES, INC.
Date: July 28, 1992
By /s/ EDMOND A.
Edmond A. Henderson
Chairman of the Board
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s! EDMOND A. HENDERSON Chairman of the Board July 28, 1992
Edmond A. Henderson
/s/ J.L. SEABORN
J.L. Seaborn
Is/ BRIAN K. MILLER
Brian K. Miller
President, Chief Operating July 28, 1992
Officer and Director
Senior Vice President, July 28, 1992
Treasurer and Secretary
Chief Financial Officer
/s/ HAL N. CARR Director July 28, 1992
Hal N. Carr
/s/ MARY CATHERINE HENDERSON Director July 28, 1992
Mary Catherine Henderson
/s/ ROBERT A. SHUEY III Director July 28, 1992
Robert A. Shuey III
25
INDEPENDENT At DITORSREPORT
The Board of Directors
Metro Airlines, Inc.:
We have audited the consolidated financial statements of Metro A:r.:nes. Inc and subsidiaries
Debtors-in-Poasissior.1 as listed in the index included in Part IV, Item 14 a . In connection with our
audits of the consolidated financial statements, we also hays auditec the financial ctaatemect schedules
:n ;he index included in Part IV Item 14ia i These consolidated financial statements and
financial statement schedules are the responsibility of the Company s management Our responsibility
is Li express an opinion on these consclida:ed financia] statements and finar.c.a] btatement schedules
bawd on our and;:.
We ccnducted our audits in accordance with generally accepted auditing standards Those stan-
dards require that we play. and perform the audit to obtain. reasonable assurance about whether the
financial statements are free of material misstatement. An audit include: examining. on a test basis.
evidence supporting the astounts and disclosures in the financial statements. An audit also :ncludes
assessing the accounting principles used and significant estimates made by managementas well as
evaluating the overall financial statement presentation. We be: :eye that our audits provide a reascmabie
basis for our opinion.
In our opinion. the consolidated :inane:al statements referred to above preset..: fairly in all material
respects, the financial position of Metro Airlines, Inc. and subsidiaries Debtcrs-in-Possession'. as of
April 30. :992 and 1991. and the resu.;s of the:r operations and their cash flows for each of the years in
the three-year period ended April 30, 1992. in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all materia: respects. the informa-
tion set forth therein.
The acaimparying consclida:ed financial atntements and`,nancial statement schedules have been
prepared assuming that the Company will continue as a going concern. As more fully described in
notes 1, 3. 7 and 9th the consolidated financial statements. the Company and two of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code and
another suhsidiary filed a voluntary petition to be liquidated under Chapter 7 of the Code. As a result of
the reorganization proceedings, the Company is in default on substantially all of its debt and lease
ob::gations. These conditions raise substantial doubt about the Company's ability to continue as a going
concern which is dependent upon, among other things, its ability to: 1 1 achieve profitability and positive
cash flows from ongoing operations: 2 i extend the service agreement with American Airlines, Inc., which
is currently the subtect of litigation, and 31 file a plan of reorganization which will gain the approval of
the Company's creditors. shareholders, other interested parties and the Bankruptcy Court. As a result
of the reorganization proceedings, the Company -nay sell or otherwise realize assets and liquidate or
settle liabilities for amounts other than those reflected in the consolidated financial statements. Fur-
ther, the confirmation of a plan of reorganization could materially change the amounts currently
recorded in the consolidated financial statements, If no reorganization pan is approved, it is possible
that the Company's assets could he liquidated. The consclida:ed financial statements and financial
statement schedules do not include any as:ustments that may result from the outcome of these uncer-
tainties and any plans, arrangements or other proceedings arising from the reorganization proceedings
except as described in the notes tc the consolidated financia: statements.
As more fully described in notes 3 and 7 to the consolidated financial statements, significant claims
beyond those reflected as liabilities in the conso:[dated financial statements have been or may be
asserted against the Company as a resua of the disposition of a subsidiary. the liquidation of another
subsidiary, the reorganization proceedings. the status of service agreements. litigation and other mat-
ters. The validity of these claims, as well as the amount and manner of payment of all valid claims, will
ultimate:y be determined by the Bankruptcy Court, The final outcome of these matters is not presently
determinable and no provision for any add:tiona] liability that may result has been reflected in the
accompanying consolidated financial statements.
KPMG PEAT MARWICK
Dallas. Texas
July 2. 1992
F-1
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBTORS -IN -POSSESSION)
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
April
30,
1992
1991
Current assets:
Cash .....................................................
$ 8,177
$
4,519
Accounts receivable:
Trade...................................................
25
1,045
Insurance claims ...........................................
233
281
Other...................................................
187
48
Expendable parts and supplies ..................................
4,767
2,937
Prepayments and other .......................................
747
1,114
Total current assets .......................................
14,136
9,944
Property and equipment:
Flight equipment ............................................
20,068
16,943
Other .....................................................
10,571
10,316
30,639
27,259
Less accumulated depreciation and amortization .....................
8,979
8,016
Total property and equipment ..............................
21,660
19,243
Note receivable from related party.................................2500
2,500
Cost in excess of net assets of business acquired, net of accumulated
amortization of $1,820 and $979 ..................................
8,828
9,592
Other assets, at cost net of accumulated amortization of $498 and $375 .....
2,780
2,797
Total assets ...........................................$
49,904
$
44,076
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable ............................................$
2,468
$
1,269
Accrued payroll costs .........................................
2,043
1,318
Accrued lease payments .......................................
1,355
1,333
Other accrued liabilities .......................................
2,238
1,994
Total current liabilities ....................................
8,104
5,914
Liabilities subject to Chapter 11 proceedings .........................
64,618
66,855
Deferred lease incentives ........................................
3,803
4,120
Deferred gain on sale -leaseback transactions .........................
2,683
3,430
Other long-term liabilities and deferred credits ........................
792
189
Commitments and contingencies
Stockholders' deficit:
Serial preferred stock .........................................
-
-
Coon stock ..............................................
367
343
Class B common stock........................................254
278
Additional paid -in capital ......................................
13,648
13,648
Accumulated deficit ..........................................
(43,934)
(50,270)
Treasury stock ..............................................
(431)
(431)
Total stockholders' deficit ...................................
(30,096)
(36,432)
Total liabilities and stockholders' deficit ......................
$ 49,904
$
44,076
See accompanying notes to consolidated financial statements
F-2
METRO AIRLINES, INC, AND SUBSIDIARIES
(DEBTORS -IN-POSSESSIONI
CONSOLIDATED STATEMENTS OF OPERATIONS
On thousands, except per share amaunlsl
Operating revenues:
Passenger .. .. .. ...
Cargo, mail and other .. • ....... .
Year Ended April 30.
1992 1991
1990
• ....... $113.832 $198.746 $16-.664
2.449 5.490 6,89,S
116.281 204.236 194.562
Operating expenses:
Fight operations ... ......... .. .............. .. . .
Maintenance . ................. ..
Passenger service . ..... ........ ........ . .
Fuel. ................... .. ...........
Promotion. and sales,. ........... ..........
General and administrative ........ .. .............. . .
Depreciation. amortization and write-off of intangibles ...... • .
Operas mg income floss 1 .... ........ .. .. ........ .. . .
Other income 'expenses:
Interest income 'expense'. net
Gain ' loss • or. dissposal of assets, net .. .. .. .. .. .. .. . .
Reorganization items .... .. .. .. .. .. .. .. .. .. . .
Lass on liquidation of Metro Express . .. .. .. .. ..... . .
Gain • loss or. disposal of Metro Northeast ..... .. ....... .
Other ........ .. .. .. .. ..... .
41.926
24.166
15.+130
9.838
11.954
4.915
3.015
11:.344
4.937
74.234
4:.050
28.516
25070
24.152
10.553
12,589
216,164
11.928)
71.607
43,819
30.147
22.393
22.790
8.682
7.46.3
206.903
112.34:)
22
(5.7251
(L0211
836
'710'
434
3441
(5.0181
—
12.669)
16.408)
—
3.789
15,857)
—
421
800)
1•.5411
_,592
(24,518)
1,128'
Income 'loss; before income taxes and extraordinary item ........
6.529
(36.446)
119.469'
Prevision for income taxes .. .. ..........................
2.651
283
35
Income 1loss' before extraordinary item .....
3.878
136,729)
:19,n04'
Extra'rdinan' Aem — .:t:'ization of net operating loss carryforward
2.458
—
—
Net income Joss' ............ .. ........... ..........
$
6.336
$c36,729)
$
19.504'.
Common shares outstanding weighted averages:
Pr.man• ... ........ .. .. .. ..... .. ........... .
6,114
6,113
6.095
Ful. d:'uteri ......... .. .. .. .. .. ........ .. .. .. .
8.140
6,113
6095
Earnings .loss 1 per common share:
Primary:
Income loss.' be`are extraordinary em ..... .. .. .......
$
0.64
$
6.01'
$
13.20)
Extraordinary item .. .. ........ ........ .. .......
0.40
—
—
Net :ncott:e iloss1 .................... .. ..........
$
1.04
3
16.01:
$
:3.20)
Fully diluted
Income ]ass 1 before extraordinary item ...................
$
0.48
$
(6.1)1 I
$
:3.201
Extraordinary item . ........... ............ .......
0.30
—
—
Netincome (loss) . .. .. .. ........ ........... ..
8
078
$
16.01)
$
:3.201
See accempanving notes to consolidated financial statements
F-3
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBTORS -IN -POSSESSION)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands)
Retained
Balance, April 30, 1989 .....................
Net loss ...............................
Conversion of 8z% convertible subordinated
debentures ............................
Exchange of Class B common stock for common
stock.................................
Grant of common stock ....................
Balance, April 30, 1990 .....................
Netloss ...............................
Conversion of 8'h% convertible subordinated
debentures ....................
Excess of sales price over net assets of Aviation
Associates .............................
Balance, April 30, 1991 ....................
Net income .............................
Exchange of Class B common stock for common
stock.................................
Balance, April 30, 1992 .....................
Class B
Common
Common
Stock
Stock
$335
$286
Additional
Earnings
Paid -in
(Accumulated IYeasury
Capital
Deficit) Stock
$ 9,219
$ 5,963 $(526)
-
(19,504) -
15 - 13
8 (8) -
-
-
- - 6
-
9
343 278 9,240
(13,541)
(504)
- - -
(36,729)
-
- - 77
-
73
- - 4,331
-
-
343 278 13,648
(50,270)
(431)
— — —
6,336
—
24 (24) — —
$367 $254 $13,648 $(43,934) $(431)
See accompanying notes to consolidated financial statements.
F-4
METRO AIRLINES. INC. AND SLBSIDIARIES
I DEBTORS -IN -POSSESSION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
liar Ended
tpnl
.40.
1991
1991
1490
('ash flews from operating activit:es:
Net Income ' loss ... I ......... .
Adjustments to reconcile net income loss) to net cash provided
•used, by operating activities:
Depreciation .............. .. .. .. . .
Amortization and write-off of intangibles ..... ......... .
1Gain' loss on sale of assets ..... .. .... .
Writedown of subsidiary's net assets .. ..... .. .
Loss on liquidation of Metro Express .. .. .. ...... .
'Gain' loss on dtsposal of Metro Northeast
Amortization of deferred lease incentives .. .. ... .
Amortization of deferred gain on sale -leaseback transactions
Changes :n assets and liabilities, net of effects from
businesses acquired, liquidated or disposed of:
Accounts receivable ............................
Expendable parts and supplies ....................
Prepayments and other ... .... ......... .... . .
Other assets . .. .. .. .... . ........... ......
Accounts payable . .. .. ..... .. ..... 4 .. ..... .
Accrued liabilities ...... .. .. .. .. .. ..... .. .
Accrued lease payments ..... .. .. .. .. .. .... .
Other liabilities and deferred credits ..... .. ..... .
Liabilities subject to Chapter 11 proceedings . .
Net cash provided 'used' by operating actwities
Cash flows from investing activities:
Proceeds from sale of property and equipment ...... ..... .
Capital expenditures ..... ................... ..... .
Increase in cost :n excess of net assets of businesses acquired
Pnceeds front sales of subsidiaries, net of cash included in
assets wild .. .. .. .. .. .. .. .... 4 ... . .. . .
Nei cash provided cusedi by investing activities .. .. .. .... .
Cash flows from financing activities:
Proceeds from issuance of long-term debt ... . . . .. . . .... . . .
Repayments of long -tern debt ........................
Proceeds from lease incentives ..... .................. .
$ 6,336 3 36,729' $119.5041
2.049
4.929
6.169
966
7.660
1.296
'141
710
'434)
'75)
800
-
6.408
-
.3,7S9)
5.857
1317)
1580',
1416)
1747)
11.1;31
'216)
929
3.131
796'
1..68'
157
653'
367
:416;
960
157
1,759
1,8951
1.199
11,0221
6,309
1.044
3961
851
22
10,006
3,253
603
2,719
285'
12.2371
-
-
4.983
3,820
15.361:
1.553 2.131 15,978
13.7661 :4,571) '6,912
353,
_ 888
1:,3251
Net cash
used by financing activities .. ........ ........
. —
Net increase )decrease, in
cash and cash equivalents ........
. 3,658
Casn and
Cash and
cash equivalents
cash equivalents
at beginning of year ... ........
at end of year ..... .. .. ..
. 4,519
.... $ 8,177
3.493 —
1,053 8.713
3,184
6.000
"7,400)
'15,1461
-
1,000
f4.2=6)
(8,146)
657
(4,794)
— 3,862
8,656
S 4,519
$ 3,862
See accompany-Ing notes to consolidated financial statements
F-5
METRO AIRLINES, INC. AND SUBSII
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Chapter 11 Reorganization
On April 1, 1991 (the "Petition Date"), Metro Airlines, Inc. ("Metro") and two of its subsidiaries,
Metroflight, Inc. ("Metroflight") and Metro Leasing, Inc. ("Metro Leasing") (collectively, the "Debt-
ors"), filed voluntary petitions in the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division (the "Bankruptcy Court") for reorganization under Chapter 11 of the United
States Bankruptcy Code (the "Code"). The bankruptcy proceedings of the Debtors have been consoli-
dated for administrative purposes only. Presently, each Debtor is maintaining its own separate bank-
ruptcy case. As used in these consolidated financial statements, unless the context indicates
otherwise, the term "Company" refers to Metro and its subsidiaries.
The Debtors are operating as debtors -in -possession under the Code. As debtors -in -possession, the
Debtors are authorized to operate their businesses, but may not engage in transactions outside of the
ordinary course of business without approval of the Bankruptcy Court. Pursuant to the Code, a
committee of the Debtors' unsecured creditors (the "Creditors Committee") has been appointed.
Among other things, the Creditors Committee reviews certain proposed business transactions and has
negotiated a plan of reorganization with the Debtors.
As of the Petition Date, actions to collect prepetition indebtedness were stayed and other contrac-
tual obligations may not be enforced against the Debtors. In addition, the Debtors may reject execu-
tory contracts and lease obligations during pendency of the Chapter 11 proceedings, and parties
affected by these rejections may file claims with the Bankruptcy Court in accordance with the
reorganization process. Substantially all unsecured liabilities of the Debtors as of the Petition Date,
except for taxes and certain claims subject to settlements approved by the Bankruptcy Court, are
subject to compromise under a plan of reorganization to be voted upon by all impaired classes of
creditors and equity security holders and approved by the Bankruptcy Court.
On May 14, 1992, the Company and the Creditors Committee filed their Joint Plan of Reorganiza-
tion (the "Joint Plan") with the Bankruptcy Court, which plan was amended on June 12, 1992. The
Joint Plan provides for the reorganization and continuation of the Debtors through the restructuring
of the majority of the Debtors' prepetition unsecured debt and the structuring of payments under
various other claims with interest over periods of six to fifteen years. In addition, the Joint Plan
contemplates substantial dilution of the interests of Metro's current equity holders. Under the Joint
Plan, 51% of the capital stock of the reorganized Metro will be issued, as a new Class A common stock,
to the current holders of Metro's existing common stock and 44% will be issued, as a new Class B
common stock, to the existing unsecured creditors of Metro. The remaining 5% of the capital stock will
be Class B common stock reserved for possible future issuance to management. Effectiveness of the
Joint Plan is conditioned upon a final or unstayed judicial determination that Metroflight is entitled,
pursuant to certain agreements between the Company and American Airlines, to continue to operate
as an American Eagle carrier through October 31, 2002 (See Note 7). Although the Company and the
Creditors Committee are both proponents of the Joint Plan, there is no assurance that the Joint Plan
will receive the requisite approval of the creditors or, ultimately, of the Bankruptcy Court. Should the
Company fail to obtain acceptance of its plan and the exclusivity period to obtain such acceptance not
be extended by the Bankruptcy Court, any creditor or equity holder will be free to file a plan of
reorganization with the Court and solicit acceptances with respect thereto. The Company has until
the start of the confirmation hearing, currently scheduled to commence on September 30, 1992, to
obtain acceptance of the Joint Plan.
The Company has accounted for all transactions related to the reorganization proceedings in
accordance with Statement of Position 90-7, "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code," issued by the American Institute of Certified Public Accountants in
F-6
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBi ORS -IN -POSSESSION,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 'Continued l
111 Chapter 11 Reorganization iContinued'
November 1990 Accordingly. al: prepetition liahilities of :he Debtors that are subject to compromise
under the plan of reurgar.izat;on ultimate]y approved by the Bankruptcy Court are segregated in the
Company's consolidated hahmce sheets as liabilities subject to Chapter 1. prnreea:ngs. These liabili-
ties an, recorded at the amounts expected to be allowed as claims by the Bankruptcy Court rather that.
estimates of the amounts for which those allowed claims may he settled as a result of an% plan of
reorganization approved by the Bankruptcy Court. Interest expense on unsecured and undersecured
obligations ceased to accrue at the Petition Date.
The Debtors' creditor, have submitted claims far liab:lit:es not paid and for damages incurred.
There are differences between the amounts at which certain liabilities are recorded in the financial
statements and :he amount claimed by the creditors. Litigation rtay'.ltimately be required to resolve
st.ch disputes. The Company is incurring significant legal, professional and other expenses associated
with the reorganization which are being expensed when incurred and are reported separately in the
consolidated statements of operations as reorgan;za:ion items. The total amour.: of these expenses is
not now readily determinable, but is likely to be material and may significantly affect future results
'I he following table summarizes Liabilities Subject to Chapter 11 Proceedings exrludmg contin-
gent liabilities — See Note 71 related to the Debtors' bankraptc:es and subject to compromise in
thousands:
April
?0.
1992
1991
Long-term debt — secured . .. .. .. ..... .. .. ......
$11.804
$11.990
Long-term debt — unsecured .. .. .. ........ .. .......
9,973
9.973
S .f7 convertible subordinated debentures ..... .. .. .......
18.227
18.227
Accounts payable and accrued pa roll costs .. .. .. .......
3.760
5.390
Accrued and deferred aircraft :ease payments .. .....
.. 8.959
9.315
Accrued interest .. .. .. .. .. .. .. .. .. .. ...
... 1,357
364
Other accrued liabilities, principally guarantees and
Indemnifications .. .. .. .. .. ..... ..... . .......
6.978
7.036
Other long-term liabilities ........... .. ...... . .......
3.560
3.560
$64618 $66.855
The consolidated financial statements have been prepared on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordi-
nary ititurse of business. However, as a result of the Chapter 1: proceedings, such realization of assets
and liquidation of liabilities are subject to significant uncertainty. Further, a plan of reorganization
could r.aterially change the amounts currently recorded in the consolidated financial statements. The
appropriateness rf using the going concern basis is also dependent upon. among other things, corfir-
.nation of a plan of reorganization, future successful operat:ono and the ability to generate sufficient
cash fl -cm operations and financ;ng sources to meet obligations,
F-7
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(1) Chapter 11 Reorganization (Continued)
As a result of the decision to file for protection under Chapter 11, the following reorganization
items were expensed in fiscal 1992 and 1991 (in thousands):
Write-off of debt issuance costs .........
Provision for rejected executory contracts .
Professional fees and other, net ........
Interest income ....................
(2) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Metro and its wholly owned subsid-
iaries, Metroflight and Metro Leasing.
The accounts of Metro Express, Inc. ("Metro Express") were included in the Company's consoli-
dated financial statements through February 7, 1991. As a result of the appointment of a trustee to
manage the liquidation of Metro Express under Chapter 7 of the Code, Metro Express is no longer
considered an affiliated company for financial statement purposes (see Note 3). Accordingly, Metro
Express' operating results and separate company assets and liabilities have been excluded from the
Company's consolidated financial statements since February 7, 1991.
Year Ended April 30,
1992 1991
$ — $1,103
3 3,687
755 228
.4......4........ (414) -
$ 344 $5,018
The Company operates principally within one industry, air transportation.
Cash Equivalents
For purposes of reporting cash flows, the Company considers all highly liquid investments with
original maturities of three months or less to be cash equivalents.
Property and Equipment, Depreciation and Amortization
Property and equipment are stated at cost and depreciated to residual values over their estimated
useful lives using the straight-line and declining -balance methods. Estimated useful lives range from
3 to 40 years. Upon retirement or sale of property and equipment, the asset and reserve accounts are
relieved of the cost and related accumulated depreciation, and the resulting gain or loss is recorded.
Maintenance
Maintenance and repairs, including major engine overhauls, are expensed when incurred. The
costs of renewals and betterments are capitalized in property and equipment accounts.
Spare Parts
Spare parts are priced at the lower of cost or market value, with cost determined on the first -in,
first -out basis which approximates average cost. Expendable parts are recorded in inventory accounts
and are charged to maintenance expense as used. Rotable parts are recorded in flight equipment
accounts and depreciated over the estimated service lives of the related aircraft.
Federal Income Taxes
The Company provides for deferred federal income taxes resulting from differences in financial
and income tax reporting.
f:3
METRO AIRLINES, INC. .AND SUBSIDIARIES
iDERTORS-IN-POSSESSION
NOTES TO CONSOLIDATED FINANCIAL- STATEMENTS CContinuedi
(21 Summary of Significant Accounting Policies IConlinued)
Investment tax cred:es are recorded using the flow -through method whereby the realized benefit
of the reduction in federal income taxes payable is recognized currently in the consolidated statement
of operations.
Interest Costs
Interest costs incurred for fiscal 1992. 1991 and 1990 were $169.000, 55.901.000 and $6.328,000.
rebpectively. Interest has not been accrued since the Petition Date on substantia:iy all of the Corn -
pays debt because it is considered unsecured or undersecured. Contractual interest on such debt
Uala:ling approximately $3,625,000 and $300.000 was not accrued in fiscal 1992 and 1991. respectively.
In addition, no interest on Metro Express' obligations is included in the ('ompanv's consolidated
financial statements subsequent to February 7. 1991 the date of Metro ExpressChapter 7 f.,ing).
Costs in Excess of \'e: Assets of Business Acquired
Costs in excess of net assets of bus:nesb acquired relate to the Company's acquisition of Chaparral
Airlines, lr.c. subsequently merged into Metroflight] in August 1987. Prior to fiscal 1992, such costs
were being amortized straight-line over a period of 40 years. Effective May 1, 1991. the Company
changed its estimate of the period to be benefitted by such costs to coincide with the term of certain
agreements with American Airlines, which the Company contends extend through October 31. 2002
,see Note 7), the change had the effect of increasing depreciation and amortization expense by
approximately 5575,000, or $.09 per primary common share. in the year ended April 30, 1992.
Preoperating and Detelopment Costs
Significant costs associated with the introduction of new types of aircraft are deferred and
amortized over a penod of five years.
Income jLussi Per Common Share
Primary earnings gloss) per common share is computed by dividing net income lions) by the
weighted average number of common shares )including shares of Class B Common Stock) outstand-
ing. Fully diluted earnings per common share is calculated under the assumption that all of the S %
convertible subordinated debentures were converted at the beginning of the period, w•ich earnings
adjusted for interest. net of income tax. For the year ended April 30, 1992, no interest was recorded on
the debentures as a result of the Company's bankruptcy filing. The effect of the. S�s ( convertible
subordinated debentures was antidilutive for the years ended Apr'. 30, 1991 and 199O. The effect of
outstanding stock options was insignificant :n all periods.
131 Acquisition and Disposal of Subsidiaries
Metro acquired the outstanding common stock of Metro Express effective April 30, 1984. Metro
Express operated as a regional airline at Atlanta under coordinated services and code -sharing agree-
ments with Eastern Air Lines, Inc. - "Eastern'). As a result of Eastern's shutdown, Metro Express
ceased operations on January 19, 1991. On February 7, 1991. Metro Express filed a voluntary petition
in the United States Bankruptcy Court for the Northern Distnct of Texas, Dallas Division 'the 'Metro
Express Bankruptcy Court"), seeking to be liquidated under Chapter 7 of the Code. The Metro
Express Bankruptcy Court has appointed a trustee to manage Metro Express' liquidation,
In addition to a net loss of $4,973,000 related to the operations of Metro Express through the
Chapter 7 filing date, the Company's consolidated results of operations for fiscal 1991 include a loss on
liquidation of Metro Express of $6,405,000 associated with the recording of. among other things,
certain guarantees by Metro of Metro Express debt, adjustments related to the collectibility of
receivables from Metro Express, and expenses associated with Metro Express' liquidation. The Com-
pany's consolidated results of operation., for fiscal 1992 include an additional :ass on liquidation of
F-9
METRO AIRLINES, INC. AND SUBSII
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(3) Acquisition and Disposal of Subsidiaries (Continued)
Metro Express of $2,669,000, primarily as a result of a settlement with its pilots' union of a grievance
in connection with the furlough of Metro Express' pilots. These losses represent management's
estimate of the impact of Metro Express' liquidation on the Company's consolidated financial state-
ments and its assessment that the Company is unlikely to recover any significant amounts from the
liquidation of Metro Express. However, Metro is currently unable to determine with certainty what
the total amount of claims against Metro of Metro Express' creditors, if any, may be and what the total
amount may be that it will ultimately be required to pay.
On February 12, 1991, Metro completed the sale of all of the outstanding stock of Aviation
Associates, Inc. ("AAI") to a newly -formed company owned by the Chairman of the Board and the
President of Metro. AAI, which was acquired by the Company in October 1985, served six Caribbean
locations with a fleet of twelve leased aircraft. The sales price was $6,500,000, of which $4,000,000 was
paid by cancellation of loans and deposits made by the purchasers to Metro during fiscal 1991, and
$2,500,000 was in the form of a promissory note payable in ten years, or earlier under certain
circumstances, and bearing interest at prime rate. The principal amount of the promissory note is
subject to reduction in certain circumstances. Metro is also entitled to receive 50 percent of AAI's cash
flow, as defined, in excess of $1,335,000 per year (on a cumulative basis) during the five years following
the sale or, at its option, a declining portion of any net gain realized upon a sale of AAI before
August 12, 1992. Because the Company and the purchaser are under common control, the $4,331,000
excess of the sales price over the net assets of AAI was recorded as additional paid -in capital during the
year ended April 30, 1991. AAI's results of operations are included in the consolidated statements of
operations through the date of sale.
Effective April 1, 1989, Metro acquired all of the outstanding stock of Metro Northeast and its
subsidiaries (formerly Brockway Air), for approximately $14,200,000. The transaction was accounted
for as a purchase; accordingly, the accounts and results of operations of Metro Northeast are included
in the accompanying financial statements from the date of acquisition. The purchase price exceeded
the fair value of net assets acquired by approximately $7,123,000, which was initially amortized
straight-line over a 40 -year period.
On February 7, 1991, Metro Northeast shut down its operations as a result of continuing losses.
On March 21, 1991, Metro sold all of the outstanding capital stock of Metro Northeast to ZAL Airlines
Holding, Inc. ("ZAL"). The sales price was $3,880,000 and consisted of a short-term promissory note
from ZAL, which note was guaranteed by Metro Northeast and its subsidiaries and was secured by a
pledge of all of the capital stock of Metro Northeast and the assets of Metro Northeast and its
subsidiaries. ZAL defaulted on the note and on May 30, 1991, ZAL and Metro Northeast filed volun-
tary petitions seeking to reorganize under Chapter 11 of the Code. Metro directly and indirectly
(through indemnification obligations) guaranteed certain obligations of Metro Northeast.
The Company's consolidated results of operations for fiscal 1991 include a loss of $13,813,000
related to Metro Northeast's operations through the date of sale, including a charge of $6,718,000 to
write off the unamortized goodwill and certain other intangible assets of Metro Northeast as a result
of its shutdown. In addition, Metro recorded a loss on disposition of Metro Northeast of $5,857,000 in
fiscal 1991, which includes the write-off as uncollectible of the balance of the note from ZAL and the
effect of certain guarantees and indemnifications by Metro of Metro Northeast obligations. During
fiscal 1992, the Company settled its claim for payment under the note from ZAL and received, in full
satisfaction of the note, cash (net of expenses) of approximately $888,000 and aircraft parts and
equipment valued at approximately $2,901,000. Primarily as a result of this settlement, Metro re-
corded a gain on the disposal of Metro Northeast of $3,789,000 in fiscal 1992. The amounts recorded
F-10
METRO AIRLINES. INC. AND SUBSIDL4IUES
1 DEBTORS -IN -POSSESSION)
NOTES re t'ONSOLID.4'1'ED FINANCIAL STATEMENTS (Continuedi
f3) Acquisition and Disposal of Subsidiaries fContinuedl
represent management's estimate of the impact on the consolidated Cnarcia: statements of the
shutdown, sale and subsequent bankruptcy of Metrn Northeast. S:.ch estimate, rr.av differ from thoir
ultimate resolution, and such differences may he material. Metro is currently unable to determine
with certainty what the total amount of claims against Metro under its guarantees and mdemnificl.
;ions may be and what the tota] amours may be that it will ultimately be required to pay.
Effective September 24. 1991, the Company sold all of the outstanding sock of Metro Express II.
Inc 1 "MXIF' 1, a wholly owned subs:diary that operated cargo flights fcr major cverr. ght freight
carriers. The sales price was one dollar, with Metro retaining the cash or. hand in MXEI at the sale date
and the purchaser assuming the liabilities of MXII. MXII's results of operations are included in the
consolidated statements of operations through the date of sale. The impact of the sale of !14XII on the
fiscal 1992 consolidated statements of operations was not material.
Unaudited condensed income state-.ent information for the year ended April 30. 1991 segregated
between operations sold or liquidated and operations retained is presented be:ow• iin thousands is
operntinp Net
Operating Income Income
Aermuts 1 Lose: Taal
Operations retained
Metrof.ight . .. .. . .
.I ..... $113,687
$ 8,527
$ 1.185
Other . .. .. .....................
.. . 1.750
'5,0101
119.28,
115,437
3.57
118,102'
Operations sold cr liquidated
Metro Express ........ .. .. .. ..
.. .. . 37,906
13,2841
14,973)
AA l . .. ..... ..... .. .. .. ..
.. .. . 12397
1,652
1435
Metro Northeast ... .. .. .. .. ..
.. 38,496
13.813'
15,0891
Total . ..... ..
$204,236
S11,928'
$136,;29)
141 Affiliated Entity and Related -Pam Transactions
The Company has significant transactions with certain affiliated entities which are owned by
certain of the Company's officerb and directors, These transactions were contracted for, in manage-
ment's opinion, on generally the same terms and rates that would have been obtained from other
nonaffiliated parties. The nature of the more significant transactions is described below. Also see
Note 3 regarding the sate of AAl.
Certain aircraft used by the Company are leased under operating leases from partnerships owned
primarily by the Chairman of the Board and the President of the Company. The total rent expense for
fiscal 1992. 1991. and 1990 under such leases was approximately $3,931,000, $4,832,000, and
$5.479,000 respectively. The Company also leased an aircraft from one of the partnerships under a
capital lease which required monthly payments of $38.000 through January 1987, at which time the
Company had the option to renew the lease for $10 per month for 15 one-year periods. The Company
exercised its option for the first six such periods and terminated the lease in connection with the sale
of MXII :sec Note 3). Metro has also guaranteed certain obligations of AAI under its aircraft leases.
which provide for monthly lease payments of approximately S97,000. Such eases expire at various
dates between July 1994 and January 1997. Metro's guarantee of AM's leases is a prepetition
obligation subject to compromise in the Company's reorganization proceedings.
ri
F-:1
METRO AIRLINES, INC. AND SUBSD
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(5) Long -Term Debt and Convertible Subordinated Debentures
The Company's long-term debt at April 30, 1992 and 1991 consisted of the following:
Metro:
Acquisition term loan, payable through March 1994(a) ........
Revolving credit agreement(a) ..........................
Installment note payable, prime plus 2.25%, payable through
June 1992(b) ......................................
Installment note payable, 12%, payable through June 1991 .....
8½% convertible subordinated debentures due October 2012(c)..
Total Metro ......................................
Metroffight:
Installment note payable, prime less 1%, payable through March
1992(d) ..........................................
Capital lease obligation, 65'% of prime, payable through
December 1992(e) ..................................
Installment note payable, prime plus 2.25%, payable through
Ail 1991(0 ......................................
Installment note payable, prime plus 2%, payable through July
1991(g) ..........................................
Total Metroffight.................................
Total Consolidated Long -Term Debt ...................
Less: Prepetition amounts included in Liabilities
April
30,
1992
1992
(In thousands)
$10,400
$10,400
5,520
5,520
3,484
3,484
300
300
18,227
i ,,227
37,931
37,931
669
669
132
318
949
949
323
323
2,073
2,259
40,004
40,190
Subject to Chapter 11 Proceedings ................. 40,004
Total...........................6.......6..... $ -
40,190
$—
(a) Interest rates under the acquisition term loan and revolving credit agreements vary at the
Company's option of either the bank's reference rate plus 1.5% or rates based on interbank
borrowing or certificate of deposit rates (8% at April 30, 1992). The related loan agreements
contain various covenants applicable to the Company, including tangible net worth and debt
coverage ratio requirements and restrictions on cash dividends and treasury stock purchases. The
acquisition term loan is secured by the capital stock of Metroflight and the revolving credit
agreement is guaranteed by Metroffight.
The revolving credit agreement enabled the Company to borrow up to $6,000,000 and expired on
January 31, 1991. The bank also agreed to issue letters of credit (at an annual fee of 2.75%)
against this credit agreement. At April 30, 1991, $80,000 of such letters of credit, which expired in
July 1991, were outstanding.
(b) The note is guaranteed by an aircraft manufacturer.
(c) The debentures may be converted into Common Stock at a price of $9 per share prior to maturity.
If conversion does not occur, the Company is required to provide for the mandatory redemption of
$1,000,000 aggregate principal amount of the debentures in October 1997 and in each October
F-12
METRO AIRLINES, INC. AND SUBSIDIARIES
i DEBTORS -IN -POSSESSION )
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued)
15) Long -Term Debi and Convertible Subordinated Debentures (Continued)
thereafter until October 2011, retiring 75C of the issue prior to maturity with the balance of
25,000.1700 due :n October 2012. The debentures maybe redeemed at any time. at the Company's
option, upon payment of a premium lS 109 at April 30. 1992'.
'd; The note is secured by certain aircraft ]eased by the Company from a related party see Note 41
and by the personal guarantees of the ('hairman of the Board and the President of the Company.
'e' The capital lease obligation is secured by Metroflight's Abilene, Texas aircraft maintenance
facility.
if The note is secured by aircraft parts and is guaranteed by Metro,
igi The note is secured by an aircraft engine.
.4s a result of the bankruptcy filings, the Company is in default under the terms of substantially
all of its loan and lease agreemer.a. notes and indentures. Future repayments of long-term debt will
be subject to any plan of reorganization.
The Company's consolidated balance sheets at April 30, .992 and 1991 and results of operations
for :he years then ended include provisions for estimated liabilities under Metro guarantees of
obligations of Metro Express and Metro Northeast lsee Note 31.
16) Capital Stock
The Company's outstanding capital stock was comprised of the following at April 30, 1992 and
1991 yin thousands, except share and per share amounts':
Serial preferred stock: $ 10 par: 1.000.000
shares authorized ... .. .. .. ....... .
Common stock: $.10 par; 20,000.000 shares
authorized ..........................
Cass B common stock: $.10 par; 20.000,000
shares authorized .....................
'l'reasury sto c c. at cost ........... ..... . .. .. . .
April 30,
1992 1991
Shams Amount Shams Amouni
— $— — $-
3.675.537 8 367 3.433.912 $ 343
2,538,356
$ 254
2.779.981
$
278
99.603
$14311
99.603
$:431)
The Company's Class B common stock, which was issued pursuant to a one-time exchange offer in
May 1987. has ten votes per share, but receives lower cash dividends, if declared, than common stock.
Crass B common stock has limited transferability, but is convertible at any time at the option of the
holder :nth common stock on a share -for -share basis.
17) Contingencies
The Company operates in aflil:ation with American Airlines, Inc. I"American") at Dallas. Fort
Worth International Airport •."Dallas.Fort Worth"i under certain code -sharing and other services
agreements (the "American Agreements" 1. Pursuant to these agreements. the Company operates its
flights using American's airline designator code. The agreements stipulate that, among other things,
certain services will be rendered to the Company by American in exchange for certain fees. The initial
term of the American Agreements extends through October 31, 1992. Thereafter, these agreements
automatically continue in effect in perpetuity for additional one-year terms unless terminated by
either party delivering proper notice at :east 180 days prior to the end of the then current term. In
April 1992, American sent Metroflight a notice attempting to term.:nate the American Agreements as
F-13
METRO AIRLINES, INC. AND SUBSII
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(7) Contingencies (Continued)
of October 31, 1992; however, such notice was not effective and the American Agreements have been
extended through October 31, 1993. The Company and American have entered into additional agree-
ments that the Company contends provide for an extension of the American Agreements through
October 31, 2002 (the "Extension Agreements"); however, American has denied the enforceability of
the Extension Agreements.
In May 1991, American filed a declaratory judgment action in the Bankruptcy Court requesting a
ruling that the Extension Agreements signed by American are unenforceable and that American has
no obligation to negotiate or agree upon a new form of agreement with Metro and Metroflight
(collectively "Defendants") for American Eagle service at Dallas/Fort Worth after October 31, 1992
(since extended through October 31, 1993) (the "Ten -Year Contract Claim"). The Defendants an-
swered by denying American's assertions and countersuing for a declaratory judgment that a ten-year
extension of the American Agreements is enforceable or, alternatively, that American is obligated to
enter into a new ten-year term of the American Agreements. The Defendants have also requested
damages for breach of the Extension Agreements, reliance upon American's promises and American's
fraudulent or negligent misrepresentation regarding its intent to extend the American Agreements
for ten years. Further, the Defendants seek an injunction preventing American from violating the
antitrust laws by unlawfully using its market power to attempt to eliminate competition at Dallas/
Fort Worth (the "Antitrust Claim") and damages for the value of property or obligations incurred
because of American's false representations (the "Fraudulent Transfer Claim"). Finally, Metro and
Metroflight are seeking damages for breach of another agreement by American to give Metro the right
to become the American Eagle carrier at Miami, Florida and for damages sustained by Metro because
of American's misrepresentations in promising Metro the right to become the Miami American Eagle
carrier. Alternatively, Metro and Metroflight seek to compel American to enable Metro to become the
Miami American Eagle carrier.
American filed for a judgment on the pleadings regarding the Ten -Year Contract Claim, the
Antitrust Claim and the Fraudulent Transfer Claim. In addition, American moved to strike Metro's
and Metroflight's affirmative defenses to its claims under the declaratory judgment action. The
Bankruptcy Court elected to treat American's motion for judgment on the pleadings regarding the
Ten -Year Contract Claim and motion to strike the Defendants' affirmative defenses as a motion for
summary judgment, which motion was argued before the Bankruptcy Court on December 16, 1991.
On January 31, 1992, the Bankruptcy Court denied American's motion for summary judgment with
respect to the Ten Year Contract Claim. A trial regarding these matters is currently scheduled for
September 30, 1992. The outcome of the litigation is not presently determinable. The loss of affiliation
with American would have a material adverse effect on the business and operations of the Company.
On February 13, 1991, TWA filed suit against Metro, Metro Northeast and Northwest Airlines,
Inc. in the Supreme Court of the State of New York, Westchester County, alleging, among other things,
that Metro Northeast breached its commuter services agreement with TWA by failing to provide
services for the full term of the agreement, and that Metro and Northwest conspired to improperly
terminate and improperly interfered with Metro Northeast's service agreement with TWA. In this
suit, TWA claims damages against Metro and Metro Northeast in excess of $100,000,000 and seeks
certain injunctive relief. TWA also separately claims additional damages against Metro Northeast.
This suit is presently stayed by the bankruptcy proceedings of both TWA and the Company. TWA,
which had actual notice of the Company's Chapter 11 filing, failed to timely file a claim and the
Company therefore believes TWA's claim to be time -barred. The outcome of the litigation is not
presently determinable. Metro intends to aggressively pursue the defense of this suit, if required.
F-14
METRO AIRLINES, INC, AND SUBSIDIARIES
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL. STATEMENTS 'Continued)
17) Contingencies iCantinuedi
The Company :s involved in varcus other lawsuits and claims, the ultimate disposition cf which
management believes will not have a material effect upon the Company's business or consolidated
financial position.
Under the automatic stay pruviaons of the Code, a]] civil actions against the Debtors arising out
of prepetitton causes of action have been actomat:cally stayed and the cases cannot proceed without
apprnva: of the Bankruptcy Court,
181 Income Taxes
An analysis of income tax expense :benefit 1 follows:
lenr Ended April
30,
19Q2
1991
1990
'In
IhausandeI
Current federal:
Tax effect of federal loss carryforwards ... .....
.. .. $2.458
$—
$ —
Regular tax benefit ............ ........ ..
.. .. —
—
1661
Alternative minimum tax .. ..... .. .. .. .........
52
—
—
Deferred federal .. .. .. .. ..... .. .....
...... —
—
—
State ...... .. .. ..... .. ........ ............
141
62
: 40.
Foreign ..... .. ........... ........ ............
—
221
736
S2.651
$283
$ 35
The differences between federal income taxes computed utilizing the U.S. federal income tax rate
of 34' and the federal income tax expense benefit) reflected in the consolidated statements of
operations are as follows:
liar Ended kpril
36.
199:
1991
1990
in thoueandsl
Taxes at statutory rate . ........ ...............
$2,220
£'12.392:
$(6.6191
State income taxes .............................
148)
,21:
13
Tax effect of financial accounting loss carryforward rct
recognized .... .. ........ .. ........ .. ..
—
12,413
5,793
Amortization of goodwill . .. .. .. .. .. .. .. ..
285
—
—
Other.net .. .. ..... .. .. ........ ........
53
—
162
$2,510
$ —
$ 16611
lnvestrnen' nd other tax credits of approximately $1.372.000 at April 30, 1992 ; none for financial
accounting purposes' are available to reduce the Company's future federal income tax expense for
income tax return purposes and expire through 2003.
At Apn; 30, 1992 the Company had net operating loss carryforwards of approximately
$18,520,000 and $15.000.000 for federal income tax purposes and financial accounting purposes.
respectively. which expire through 2006 The loss carryforwards and investment tax credits are
sub;ect to the Company's plan of reorganization and may he limited andor reduced upon approval of a
reorganization plan.
In February 1992, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 109 tFASB 109). Accounting for Income Taxes," which requires use of an
F-15
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(8) Income Taxes (Continued)
asset and liability method of accounting for income taxes. The Company will be required to implement
FASB 109 no later than its fiscal year ending April 30, 1994. The Company has not completed its
analysis of the estimated impact of FASB 109 and has not decided whether it will adopt FASB 109
prospectively or restate prior years' financial statements. However, the Company does not expect the
adoption of FASB 109 to have a material impact on the Company's financial position.
(9) Leases
At April 30, 1992, the Company leased 40 aircraft under operating leases with remaining terms
which range from approximately seven to thirteen years. The leases generally contain renewal options
and purchase options at fair market value.
The Company also leases various other types of property and equipment, including airport
terminal and maintenance facilities, administrative offices and ground equipment. These leases are
accounted for as operating leases and expire at various dates through fiscal 2027. In addition, the
Company leases a maintenance facility under a capital lease expiring in 2006.
The Company is currently making payments on certain leases. Pursuant to the Code, the Com-
pany must assume all unexpired leases of non-residential real property within 60 days of the filing, or,
absent an extension from the Bankruptcy Court, such leases will be deemed to be rejected. The
Company has obtained an extension of such deadline to and including the date of confirmation of a
plan of reorganization, subject to further order of the Bankruptcy Court. Fair rental is being paid for
leased property, including real estate and ground equipment.
All of the aircraft currently used by the Company are leased. The Company has rejected the leases
covering five Gulfstream G -1C aircraft which the Company withdrew from service during the fourth
quarter of fiscal 1991. The Company has reached tentative agreements with the lessors of its remain-
ing aircraft regarding terms for continued use of the aircraft. Such agreements will become effective
upon confirmation of the Joint Plan. Pursuant to these agreements, the Company would assume the
leases for all of its remaining aircraft. However, the leases have not yet been assumed by the Company.
At April 30, 1992, the scheduled future minimum lease payments required under noncancelable
operating leases, excluding amounts related to rejected executory contracts, with initial or remaining
terms in excess of one year (as set forth in the lease agreement, without regard to whether such
agreement has been assumed or whether the Company expects such payments to be modified) are as
follows (in thousands):
Year Ending April 30,
1993 .................................................... $ 25,081
1994 ................................................2 4,515
1995 .......................................2 4,515
1996 ..........................................24515
1997 .................................................... 24,504
Thereafter ............................................... 142,237
$265,367
Rental expense under operating leases was $24,589,000, $46,614,000 and $48,048,000 in fiscal
years 1992, 1991 and 1990, respectively.
F-16
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBTORS-INi-P)SSESSION )
NOTES TO CONSOLIDATED FIYANCL4L STATEMENTS iConlinuedl
19) Leases 1Continued)
Property and equipment accounts include the following amounts for property under capital
teases:
April 30.
1992 1991
,in thousands,
Other property and equipment ............................. $ 903 $ 911
Less accumulated amortization ................. ............ 1491 134)
$754 $777
(101 Stock Option Plan
The Company's 1981 Incentive Stock Option Plan 'the "Stock Option Plan" ) provides incentive
awards and stock ownership to certain employees. Under the Stock Option Plan. stock options entitle
ernp.oyees to purchase shares of common stock. Each option becomes exercisable in such amounts and
at such intervals as the directors may determine in granting such options. The expiration date of an
option is determined by the directors at the time of grant, but cannot be later than 10 years from the
date of grant.
The Stock Option Plan was amended by the directors and approved by the stockholders in April
1987 to change the crass of shares of stock that may be issued upon exercise of options granted under
the Plan to Class B common stock. The Stock Option Plan was further amended in November 19S9 to
change the class of shares of stock that maybe issued upon exercise of options granted under the Plan
subsequent to that date to common stock. The Company anticipates that the Stock Option P1arwill be
rejected in connection with the Company's reorganization proceedings.
Transactions under the Stock Option Plan are summarized as follows:
,umber of Shares
Class B
Option Price Common Common
Per Shan Stock Stock
Outstanding,
April 30, 1989 .
. . .............. $3.88-$6.25
- 153,000
Granted ..
.. ...........
.. ...........
7.13
5,000 —
Outstanding.
April 30, 1990 .
.. ........ ..... $3.88-$7.13
5,000 153,000
Canceled ..
..... .. ..
.. .. .. .. .. .. 6.25-
7.13
(5,000) t18,000)
Outstanding.
April 30, 1991 ...................$3.S8
-S6.25
- 135,000
Canceled ..
.. .. .. ..............
..... $3.88-$6.25
— 1105.000)
Outstanding. April 30, 1992 ................... $
Number of shares exercisable
Common stock .................... ... .
Class B common stock .......................
Number of shares authorized for future grant;
Common stock .............................
Class B common stock ...... ................
F-17
6.25 — 30,000
April 30,
1992 1991 1990
- - 5,000
30,000 :23,000 102,000
958,000 &53,000 830,000
METRO AIRLINES, INC. AND SUBSIDIARIES
(DEBTORS -IN -POSSESSION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(11) Other Income (Expense)
Other expense for fiscal 1991 includes a charge of $800,000 to write down the net assets of MXII,
which was sold in September 1991. Other expense for fiscal 1990 includes a charge of approximately
$1,600,000 for costs associated with the refurbishment of aircraft which were returned to the Com-
pany early from a sublease to another airline,
(12) Supplemental Cash Flow Information
Noncash investing and financing activities were as follows:
Year Ended April 30,
1992 1991 1990
(In thousands)
Aircraft parts and equipment transactions
Satisfaction of note receivable from ZAL .............
$2,901
$ —
$ —
Deferred lease incentives ........................
$ -
$ (300)
$1,250
Notes received for partial payment of businesses sold .....
$ -
$ (6,380)
$ —
Notes issued by Metro Northeast for purchase of aircraft ..
$ —
$10,335
$ —
Certain cash payments (refunds) were as follows:
Year Ended April 30,
1992 1991 1990
(In thousands)
Interest paid ..................................... $169 $5,252 $6,143
Income taxes paid (refunded) ......................... $ 3 $ (448) $ (646)
Reorganization items paid ........................... $785 $ 180 $ -
IVM
SCHEDI'LE 11
METRO AIRLINES, INC. AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES.
UNDERWRITERS, PROMOTERS AND EMPLOYEES
OTHER THAN REIATED PARTIES
For the Year. Ended April 30, 1992, 1991 and 1990
In thousands)
Balamn at
Dedu,'flon,
Balance at End
Be;nnninp
.Amnunte
4maunl+
of Pertnd
lame of Debtor
of Prriod
4ddllinns
Collected
Hrltlen DR
Curren) \ancurrent
Year ended Apr.] .30,
]992 .. ..
$—
$ —
$—
$ —
Q — 3 —
Year ended Apr:. 30,
1991 .....
. S—
3 —
S—
3
S — S —
Year ended Apr:: 311,
1990:
—
Twin. Otter l.td. .
.. .......
$125
$ —
$125
S —
S — $ —
S-]
SCHEDULE IV
METRO AIRLINES, INC. AND SUBSIDIARIES
INDEBTEDNESS OF AND TO
RELATED PARTIES — NOT CURRENT
For the Years Ended April 30, 1992, 1991 and 1990
(In thousands)
Balance at
Beginning
Name of Debtor of Period Additions
Year ended April 30, 1992:
Aeroflight Holdings, Inc . .................... $2,500 $ Year ended April 30, 1991:
Aeroflight Holdings, Inc . .................... $ - $2,500(1)
Year ended April 30, 1990 ..................... $ - $ -
(1) Portion of proceeds relating to the sale of Aviation Associates, Inc.
Balance at
End of
Deductions
Period
$ —
$2,500
$ -
$2,500
SCHEDULE Y
METRO .41RLINES, INC..4,SD SUBSIDIARIES
PROPERTY AND EQUIPMENT
For the Years Ended April 30. 1992, 199] and 1990
iIn thousands)
nalance at
Balance al
Be tnnmg
.Additions
Other
End of
Claeaihcalion
of Period
al Coal
Retirements
l'hanges
Period
Year ended April 30, 1992:
Flight equipment .. ..............
. 816,943
$ 3.213
$ 2,327
$2.239'l'
$20.068
Ground equipment .......... .....
. 4,547
526
291
4.782
Buildings and improvements ...... ..
. 5.769
27
7
—
5.;89
$27,259
$ 3.766
$ 2,625
$'2.239
$30.639
Year ended Apri] 30, 1991.
— —
—
Flight equipment .. .. .. .. .. ....
$50.056
$14,145
$47.258
$ —
$16.943
Ground equipment . ........... ....
8.619
480
4.552
—
4.547
Buildings and improvements ...........9P588
281
4,100
-
5,769
$68,263
$14,906
$55,91012)
$ —
527,259
Year ended April 30, 1990:
Flight equipment ...... ...... ...
$61,3,57
$ 6.936
$:8,237
$ —
350.056
Ground equipment ................
7,800
1,096
277
—
8.6:9
Buildings and improvements ....... ..
9,599
130
141
—
9,5S8
$78,7,56
$ 8,162
818,655
$ —
$68,263
11 Represents ratable parts received from ZAL in satisfaction of a note receivable.
121 Represents primarily the dispositions of
Metro Express. AA1
and Metro Northeast.
S-3
SCHEDULE VI
METRO AIRLINES, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY AND EQUIPMENT
For the Years Ended April 30, 1992, 1991 and 1990
(In thousands)
Additions
Charged to
Balance at
Beginning
Costs and
Other
End of
Classification
of Period
Expenses
Retirements
Changes
Period
Year ended April 30, 1992:
Flight equipment ...................
$ 3,842
$1,326
$
876
$ —
$ 4,292
Ground equipment ..................
3,299
536
203
—
3,632
Buildings and improvements ...........
875
187
7
—
1,055
$ 8,016
$2,049
$
1,086
$ —
$ 8,979
Year ended April 30, 1991:
Flight equipment ...................
$ 8,683
$3,403
$
8,244
$ —
$ 3,842
Ground equipment ..................
4,659
1,079
2,439
—
3,299
Buildings and improvements ...........
1,153
447
725
—
875
$14,495
$4,929
$11,408
$ -
$ 8,016
Year ended April 30, 1990:
Flight equipment ...................
$13,219
$4,379
$
8,915
$ —
$ 8,683
Ground equipment ..................
3,512
1,309
162
—
4,659
Buildings and improvements ...........
722
481
50
-
1,153
$17,453
$6,169
$
9,127
$ -
$14,495
EXHIBIT 24.1
CONSENT OF L%DEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Metro .Airlines. Inc.:
We consent to incorporation by reference in the Registration. Statements ;Nos 2-92196 and
33-15.314: on For.:. S-8 of our report dated July 2. 1992. relating to the consolidated balance sheets of
Metro Airlines. Inc. and subsidiaries 'Debtors -in -Possession' as of April 30. 1992 and 1991. and the
related consolidated statements of operations, stockholders' equity tdeficit:, and cash flews and
related financial statement schedules for each of the years in the three-year period ended April 30,
1992. which report is included in the Apnl 30. 1992 annual report on Form 10-K of Metro Airlines. Inc.
Our report dated July 2, 1992, contains an explanatory paragraph that states that the Company's
and two of its subsidiaries' filing of voluntary petitions for reorganization under Chapter 11 of the
Untied States Bankruptcy Code and another subsidiary's Sling of a voluntary petition to be liquidated
under Chapter? of the Code and the resulting defaults of substantially all of these entities' debt and
lease obligations raise substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements and tinanc:a] statement schedules do not include any adjust-
mer-:s that might result from the outcome of these uncertainties and the reorganization proceeding
except as described in the notes to the consolidated financial statements. Our report also includes an
explanatory paragraph relating to the uncertainties associated with various significant claims beyond
those reflected as liabilities in the consolidated financial statements, the outcome of which is not
presently determinable.
KPMG PEAT MARWICK
Dallas, Texas
July 27, 1992
D. M. Lynn
Sander L. Esserman
Joseph P. Urso
STUTZMAN & BROMBERG
A Professional Corporation
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
(214) 969-4900/(214) 969-4999 (facsimile)
ATTORNEYS FOR DEBTOR
Barbara J. Houser
Craig J. Litherland
David L. Ellerbe
SHEINFELD, MALEY & KAY, P.C.
1700 Pacific Avenue, Suite 4400
Dallas, Texas 75201-4618
(214) 953-0700/(214) 953-1189 (facsimile)
ATTORNEYS FOR THE OFFICIAL COMMITTEE
OF UNSECURED CREDITORS
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE:
IN RE:
IN RE:
METRO AIRLINES, INC.,
METROFLIGHT, INC.,
d/b/a American Eagle, f/k/a
Chaparral Airlines, Inc.
METRO LEASING, INC.,
a/k/a Metro Airline Leasing, Inc.,
Debtor.
Debtor.
Debtor.
CASE NO. 391-32522-HCA-11
CASE NO. 391-32523-HCA-11
CASE NO. 391-32524-HCA-11
JOINTLY ADMINISTERED AS
CASE NO. 391-32522-HCA-11
SECOND AMENDED AND RESTATED JOINT DISCLOSURE STATEMENT
TABLE OF CONTENTS
In
1. Introduction.....................................................1
II. Outline
of the Plan .................................................
3
III. Explanation of Chapter 11 ................................ ...........
6
IV. General
Information About Debtor ................................ . . . . . . .... ....
7
A General Corporate Structure and Pre -Petition Financial Condition ...........
7
1.
2.
General Overview ..... ............. . ........................
American Eagle Operations ....................................
7
8
3.
4.
5.
6.
Disposal and Shutdown of Other Operations ............... .... . ...
a. Metro Express, Inc .. ......................................
b. Aviation Associates, Inc . ......... ........ ........... .....
Property and Equipment ............ ........ .. ........ .....
Events Leading to Bankruptcy ..... .. ........ .. .. ..... .....
Outstanding Capital Stock ........... .. ..... . . .. ...........
9
9
9
10
10
12
B. Operations In Bankruptcy ........... .............................
12
1.
General Operations ................... .......................
12
2.
3.
4.
5.
6.
7
8.
9.
Settlements with Leasing Companies ..............................
a. J-31 Aircraft Leases ............................... . ........
b- SAAB 340 Aircraft Leases ............... ...................
Settlement of Certain Tax Claims ... ........ ... 6 .. 6 ............
Metro Northeast Settlement .......... . ............. ..........
ALPA Settlement ...................... ......................
Metro Express II ............. .. ........... ...... . .........
Avoidance Actions .......................... ........... ....
Objections To Claims ......................... .. .............
Analysis of BofA Claim .............. .........................
13
13
15
16
17
17
18
18
19
20
C. Significant Litigation ................................... .........
21
1.
AA Litigation ....... .........................6.............
a. Background ...... ......................................
21
21
b. Amencan Airlines' Relationship With Debtor And American Eagle
2.
3.
Operations.............................. ...............
c. Condition to Closing ........... . ...........................
d. Adjudication under the Plan ........ .. .....................
e. Settlement under the Plan ............. .....................
Brady Litigation ........................... . . ........ ......
Other Litigation ............... . ........... . . . .............
23
25
25
26
27
28
D. Management of Debtor ................................ ......
28
1.
2.
3.
4.
Board of Directors...........................................28
a. The Current Board of Directors of Metro Air ....................
b. Election of Metro Air Board tinder the Plan ......................
c. Election of Metroflight and Metro Leasing Boards ......... . . . ......
d. Provisions Limiting Liability of Directors ........................
Plan Committee and Subcommittees ..............................
Identity of Executive Officers ....................... . ........... .
a. Current Executive Officers ......................... . .. . ......
b. Anticipated Changes in Management . ......... . . ..............
Salaries and Potential Stock Incentives ............................
28
29
29
30
30
31
31
31
32
Pate
32
E. Prospective Operations ...........................................
........... 32
1. Projected Financial Information ....... .......................... 33
2. FutureOperations/Assumptions ........ 33
a Liquidation of Metro Air Assets ........ 4 ........ 4 ............ .
h. Operations of Metrofiight.................................... 34
3. Employees .................................................. 36
4. Risk Factors ................................................ 37
a. Liquidation values of Metro Air ............................... 37
b. Metrollight Operations......................................37
c. Capital Requirements.......................................38
d. Limitations on Formation of Reserves 38
e. Limitations on Transfer of Securities ........................... 39
f. Tax Laws................................................39
g. Objections to Claims ....................................... 39
F. Liquidation Analysis.............................................39
G. Other Alternatives to the Plan.......................................4r0
v. Summary of the Plan................................................40
A. Introduction................................................... 40
B. Classes of Claims...............................................41
1. Priority Claims (Class 1) ......................................41
2. Professional Fee Claims (Class 2) ..............41
3. Tax Claims (Class 3) ..........................................4:1
4. Administrative Expense Claims (C1ass 4) .......................... 41
5. BofA Claim ((1ass 5) ......................................... 41
6. Secured Claims (Class 6) ......................................42
7. MetroAir General Unsecured Claims (Class 7) ................42
8. Metro Air Bond Claims (Class 8) ................................ 42
9. Metroflight General Unsecured Claims (Class 9) ..................... 42
10. Metro Leasing General Unsecured Claims (Class 10) .............42
11. Convenience Class Claims (Class 11) ............................. 42
12. Subordinated and Intercompany Claims Against Metro Air (Class 12) ..... 42
13. Subordinated and Intercompany Claims Against Metrofiight (Class 13) .... 42
14. Subordinated and Intercompany Claims Against Metro Leasing (Class 14) .. 42
15. Metro Air Common Stock (Class 15) ......42
16. Metro Air Class B Common Stock (Class 16) ........................ 42
17. Metrofiight Common Stock (Class 17) ............................. 42
18. Metro Leasing Common Stock (Class 18) .......................... 42
C. Impairment Of Claims And Interests ................................. 43
D. Treatment Of Claims And Interests .................................. 44
1. Priority Claims ............................................. 44
2. Professional Fee Claims........................................44
3. Tax Claims.....................................44
4. Administrative Expense Claims ................................. 44
5. BofA Claim................................................44
6. Secured Claims ............................................. 45
7. MetroAir Unsecured Claims and MetroAir Bondholder Claims ......... 45
8. Metroflight Unsecured Creditors 45
................................
9. Metro Leasing Unsecured Creditors .............................. 45
U
10. Convenience Class Claims ........................ ............
11. Intercompany and Subordinated Metro Air Claims ...... ..... .....
45
46
12. Intercompany and Subordinated Metroflight Claims ...............
13. Intercompany and Subordinated Metro Leasing Claims ...............
14. Holders of Metro Air Class A Common Stock and Metro Air Class B
46
46
Common Stock ..... .........................
15. Holders of Metroflight Stock ................... ........ ......
16. Holders of MetroLeasing Stock .......................... ......
46
46
E.
Implementation of the Plan ................................. .................. ........ .. ...
1. Condition of the Plan .................................... . ....
2. Closing Date and Effective Date ................. ... ............
3. Metro Air Plan Account and Liquidation of Metro Air Assets ............
47
47
47
47
4. Effect of Discharge and Debtor Releases ........... ................
48
VI. Securities Matters ........................ .........................
48
A.
Ownership and Resale of Securities Issued Pursuant to the Plan ....... ....
48
B.
Description of Securities to be Issued Under the Plan .... ........... ....
49
1. The New dotes ................
a. TheBofA Note ...........................................
b. Metro Air Notes .........................................
c. Metroflight Notes .........................................
2. Equity Instruments ...........................................
a. New MetroAir Class A Common Stock .........................
50
50
50
52
52
52
b. New MetroAir Class B Common Stock . . ......52
c. Metrofiight Common Stock ...................................
d. MetroLeasing Common Stock ................................
53
53
VII. Certain Federal Income Tax Consequences.........................53
A
Scope and Limitations ........ ........ ..........................
53
B.
General Issues .................................. ..............
54
1. Classification of MetroAir Notes as Debt ........................ ..
54
2. Rights ................. ..................................
54
C.
Tax Consequences To Reorganized Debtor .................... ........
54
1. Discharge of Indebtedness Income ..... ..........................
a. Generally ... ................. ..........................
54
54
b. Stock -For -Debt Exception....................................55
c. Claims for Accrued Interest or Other Claims ......................
57
2. Original Issue Discount ........................................
57
a. General .................................................
b. Issue Price of New Notes ... .............................. . ..
3. Disallowance of Interest Deduction ............. . ..................
4. Limitation On Net Operating Losses and Tax Credits ..................
57
58
60
61
a. General Rule .............................................
b. Ownership Changes ......... . .. . ............. . , .
c. The Tax Code Bankruptcy Exception $ 382(1)(5) ............... ..
d. Summary ...............................................
5. Gain or Loss ................................... ............
61
61
64
65
65
D.
Tax Consequences To Creditors................65
1. Definition of Security for Tax Purposes ....................... ...
66
iii
2.
Claims Constituting Securities ...................................
66
a. Recognition of Gain ........................................
66
b. Tax Basis and Holding Period of Property Received ................
67
3.
Claims Not Constituting Securities ...............................
67
a. Recognition of Gain or Loss ..................................
67
b. Tax Basis and Holding Period of Property Received ................
67
4.
Receipt of Interest ............................................
68
5.
Character of Gain or Loss ......................................
68
6.
Application of OID Rules to Holders of New Notes ....................
68
a. General .................................................
68
b. Market Discount ..........................................
69
7.
Disposition of New Metro Air Class B Common Stock ..................
70
8.
Backup Withholding and Reporting ...............................
70
E. Tax
Consequences To Existing Shareholders ...........................
70
F. Importance of Obtaining Professional Tax Assistance .....................
70
VIII. Defined
Terms ....................................................
71
IX. Solicitation In Connection With The Plan .................................
77
TABLE OF SCHEDULES AND EXHIBIT
Schedule
IVA.2
Map of Route System
Schedule
IV.C.l.a
Article Concerning American Airlines' Violation of the Automatic Stay
Schedule
IVC.l.b.1
Recent News Articles Concerning American Eagle
Schedule
IVE.1
Projected Consolidated Opening Balance Sheet
Schedule
IV.E.2
Projected Consolidated Statements of Operation
Schedule
IVE.3
Projected Metrofiight Cash Flow Statement
Schedule
IV.E.4
Projected Metro Air Plan Account Cash Flow Statement
Schedule
IV.E.5
Projected Disbursements on the Effective Date
Schedule
IV.E.6
Form 10-K for the Year -Ended April 30, 1992
Schedule
IVE.7
Non -consolidated Balance Sheets and Income Statements for Fiscal Years
1990, 1991, and 1992
Schedule
IV.F.1
Metro Air Liquidation Analysis
Schedule
IV.F.2
Metroffight Liquidation Analysis
Schedule
IVF.3
Metro Leasing Liquidation Analysis
Schedule
V.B.1
Claims Analysis By Class
Exhibit A
Second Amended and Restated Joint Plan of Reorganization
iv
1. INTRODUCTION
This Second Amended and Restated Joint Disclosure Statement (this "Disclosure Statement")t
has been prepared by Metro Airlines. Inc.. Metroflight, Inc., Metro Leasing, Inc. and the Official
Committee of Unsecured Creditors of Metro Airlines, Inc. and Metroflight, Inc. pursuant to the
provisions of § 1125 of the Bankruptcy Code. which requires that there be submitted to holders of
Claims against and Interests in Debtor a copy of the Second Amended and Restated Joint Plan of
Reorganization tthe "Plan"1, or a summary of the Plan, and a written disclosure statement contain-
ing adequate information about Debtor to enable Creditors and other interested parties to make an
informed decision regarding acceptance or rejection of the Plan.
The Disclosure Statement must be approved by the Bankruptcy Court after notice and a hearing
prior to solicitation of votes on the Plan by Creditors and Interest holders. A hearing regarding such
approval was concluded on July 28, 1992, at which time the Court determined that Debtor has
complied with the requirements of § 1125. and that this Disclosure Statement contains adequate
information. A copy of the Plan is attached to this Disclosure Statement as Exhibit "A" and is
incorporated herein by reference.
The Bankruptcy Court has set September 30, 1992 at 9:15 a.m. as the date and time for the
commencement of the hearing on Confirmation of the Plan. One of the requirements for Confirmation
of the Plan is that the Plan be accepted by each class of impaired Creditors and Interest holders, or
that the Plan satisfy the rules set forth in § 1129(b) of the Bankruptcy Code.
The lost date to file objections to Confirmation of the Plan is September 17, 1992, except as
otherwise ordered by the Court. Holders of Claims or Interests may vote with respect to the Plan by
completing and mailing the ballot enclosed herewith to Shelly Bender, Stutzman & Bromberg, P.C.,
2323 Bryan Street, Suite 2200. Dallas, Texas 75201. Your ballot must be received on or before
September 24, 1992 in order to be counted. See page 77 of this Disclosure Statement for further
instructions for completing and mailing your ballot.) Acceptance of the Plan by holders of Claims or
Interests is important. For the Plan to be accepted by a class of holders of Claims, persons that hold at
least two-thirds in amount and mare than one-half in number of the allowed Claims voting upon the
Plan in such class must vote to accept the Plan. For the Plan to be accepted by a class of interests,
persons that hold at least two-thirds in number of allowed Interests voting on the Plan in such class
must vote to accept the Plan.
A Creditor may vote to accept or reject the Plan if the Creditor's Claim is deemed allowed under
§ 502 of the Bankruptcy Code, has been allowed by order of the Court, or has been temporarily allowed
for purposes of voting pursuant to Bankruptcy Rule 3018. t See I IV..B.8 of this Disclosure Statement
for a discussion of when a Claim is deemed allowed.) The holder of an Interest may vote to accept or
reject the Plan if such holder held its interest of record as of the date the Court approved this
Disclosure Statement, so long as such Interest has not been disallowed.
The statements contained in this Disclosure Statement are made as of the date hereof, unless
another time is specified herein, and neither the delivery of this Disclosure Statement nor any
exchange of rights made in connection herewith is intended or should be construed as a representation
or suggestion that there has been or will be no change in the facts set forth herein after the date
hereof. Furthermore, no representations concerning Metro Air, Metrofiight and Metro Leasing, their
future business operations, the value of their property, or the value of any benefits offered to holders of
Claims or Interests in connection with the Plan are authorized, other than as set forth m this
Disclosure Statement. Any representation or inducement made by any person to secure your acceptance
or rejection of the Plan that is contrary to information contained in this Disclosure Statement should
Other defined terms in this Disclosure Statement are identified by initial capital levers, and the
definitions for such terms are set forth either in Article VIII of this Disclosure Statement or in the text
hcreot.
-ri7(+j?♦( ,y,t +..flsIM arty:+.. e
not be relied upon by you in arriving at your decision about whether to vote for or against the Plan. Any
additional representations or inducements should be reported to Mr. D. Michael Lynn of Stutzman &
Bromberg, P.C., 2323 Bryan Street, Suite 2200, Dallas, Texas 75201.
THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED THEREIN.
Much of the information provided by this Disclosure Statement has not been subjected to a
certified audit. Consequently, Debtor is unable to warrant or represent that the information contained
herein will not be subject to adjustment. The approval by the Bankruptcy Court of this Disclosure
Statement does not constitute an endorsement by the Court of the Plan or a guarantee of the accuracy
or completeness of the information contained herein.
DEBTOR AND THE COMMITTEE BELIEVE THAT THE PLAN WILL SUCCESSFULLY RE-
ORGANIZE DEBTOR'S BUSINESSES, AND WILL PROVIDE CREDITORS WITH AN OPPOgnj_
NITY TO RECEIVE MORE THAN THEY WOULD HAVE RECEIVED BY THE LIQUIDATION OF
DEBTOR'S ASSETS. CONSEQUENTLY, DEBTOR AND THE COMMITTEE URGE YOU TO VOTE
TO ACCEPT THE PLAN.
YOU ARE URGED TO READ THIS DISCLOSURE STATEMENT CAREFULLY, TOGETHER
WITH ITS ATTACHED SCHEDULES AND THE PLAN, IN ORDER TO OBTAIN ADEQUATE
INFORMATION TO ENABLE YOU TO DECIDE WHETHER TO ACCEPT OR REJECT THE
PLAN.
IL OLTLINE OF THE PLAN
THE FOLLOWING OUTLINE OF THE PLAN IS DESIGNED ONLY TO PROVIDE A SYNOP-
SIS OF THE PLAN. AND DOES NOT CONTAIN SUFFICIENT INFORMATION UPON WHICH TO
FORMULATE A VOTING DECISION. A MORE DETAILED SUMMARY OF THE PLAN IS IN.
CLUDED IN ARTICLE V OF THIS DISCLOSURE STATEMENT, AND A FULL COPY OF THE
PLAN IS ATTACHED TO THIS DISCLOSURE STATEMENT AS EXHIBIT "A." YOU ARE
STRONGLY URGED TO READ THE PLAN AND THIS DISCLOSURE STATEMENT IN THEIR
ENTIRETY. AND TO CONSULT WITH COUNSEL, IF APPROPRIATE, IN ORDER TO FULLY
UNDERSTAND THE PLAN. THE FOLLOWING OUTLINE, OF THE PLAN IS QUALIFIED IN ITS
ENTIRETY BY THE PLAN.
The classes of Claims and Interests under the Plan, and a brief description of each class and the
treatment of Claims or Interests therein are set forth below
Class No. Description
1 Priority Claims
2 Professional Fee Claims
3 Unsecured Tax Claims
4 Administrative Expense Claims
5 BofA Claim
6 Secured Claims other than BofA Claim)
Metro Air General Unsecured Claims
8 Metro Air Bondholder Clams
Paid in cash at Closing
Paid in cash at Closing or as incurred.
Either paid m cash at Closing or over time
with interest.
Paid in cash as due,
Receives BofA Note from Metroflight and
Metro Air.
Either ta) unimpaired through treatment
under § 1124 of the Bankruptcy Code, or
(b) elect to reduce Claim to $1,000 and
receive cash at Closing.
Elect to (a) receive a Series B Metro Air
Note and a portion of the New Metro Air
Class B Common Stock, or !b) reduce
Claim to $1,000 and receive cash at
Closing.
Receive a Series A Metro Air Note and a
portion of the New Metro Air Class B
Common Stock.
9 Metroflight General Unsecured Claims Elect to (a) receive 509E of Claim in cash
at Closing; or (b) receive pro rata share
of surplus cash, if any, available at
Closing plus a Metroflight Note for the
balance; or (c) reduce Claim to $1,000
and receive in cash at Closing.
10 Metro Leasing General Unsecured Claims Receive 1% cash payment at Closing.
11A Convenience Class Claims (General Paid in cash at Closing.
Unsecured Claims against Metroflight of
$1,000 or lees:
JIB Convenience Class Claims 'General Paid in cash at Closing.
Unsecured Claims against Metro Air of
$1,000 or less;
12 Intercompany and Subordinated Metro Air
Claims
Receive a Metro Air Note for )ha?c of
Claim.
Jii.:: ,.p. yr=
Class No. Description
13 Intercompany and Subordinated
Metroflight Claims
14 Intercompany and Subordinated Metro
Leasing Claims
15 Holders of Metro Air Class A Common
Stock
16 Holders of Metro Air Class B Common
Stock
17 Holder of Metroflight Common Stock
18 Holder of Metro Leasing Common Stock
Lr I!LIIII
Receive a Metro Air Note for Rio% of
Claim.
Receive Yi00% of Claim, paid in cash at
Closing.
Receive New Metro Air Class A Common
Stock shared proportionately with
Class 16, and which includes the
Settlement Payment Right.
Receive (a) New Metro Air Class A
Common Stock, shared proportionately
with Class 15, and which includes
Settlement Payment Right and (b) the
right to participate in the Call.
Retain Metroflight Common Stock.
Retain Metro Leasing Common Stock.
Following the Effective Date, Metroffight shall continue to operate as a regional air carrier under
the American Service Agreements. Metro Air's assets shall be liquidated, except for the Metroflight
Common Stock, the Metro Leasing Common Stock, the AA Litigation, the Brady Litigation, and
certain other incidental assets and Metro Air will continue to operate as holding company. The Plan
will be funded, and Creditors repaid, from the cash on hand at Closing, and the cash provided from
operation of Metroflight, partial liquidation of Metro Air and pursuit of certain litigation.
The Plan creates eighteen (18) classes of Claims and Interests. The majority of Creditors, how-
ever, are included in either Class 7, Class 8 or Class 9.
The general unsecured creditors of Metro Air are divided into three major groups, Class 7, Class 8,
and Class 5. Class 7 is comprised of general unsecured Claims against Metro Air, other than Claims
based on the Metro Air Bonds. Class 8 is comprised of Claims arising from the Metro Air Bonds. These
classes will receive (a) New Metro Air Class B Common Stock (44% of all authorized common stock of
Metro Air), and (b) Metro Air Notes in the full face amount of their Claims. The Metro Air Notes will
bear interest at the fixed rate of 7.63% per annum, but will not contain a mandatory periodic payment
feature. Payments on these notes will be made from the Metro Air Plan Account. The Metro Air Plan
Account will be comprised of the liquidation proceeds from Metro Air, recoveries from the Brady
Litigation, a portion of the recoveries, if any, from the AA Litigation, and Excess Cash Flow from
Metroflight after payment of the BofA Notes and the Metroflight Notes. Monies will be paid from the
Metro Air Plan Account at the discretion of the Metro Air Board of Directors, unless there is a Default
Date, and may be used to satisfy certain costs and in payment against Class 5, Class 7 and Class 8
Claims. If a Default Date shall occur, such distributions may be caused either by the Metro Air Board
of Directors or the BofA Subcommittee. Metro Air is also liable to BofA for the BofA Claim, which is
the Class 5 Claim. That Claim is secured by the Metroflight Stock, and will be satisfied by issuance of
the BofA Note.
Metroflight's creditors are included in Class 9. Class 9 is comprised of general unsecured creditors
of Metroffight. The election offered to members of Class 9 is discussed in § VD.8 of this Disclosure
Statement.
Each Class 9 member will have the choice of reducing its Claim to $1,000 or accepting fifty percent
(50%) of its Class 9 Claim in cash in full satisfaction of such Claim. If neither election is made, it will
receive a Metroflight Note. Each such note will (a) be in the original amount of one hundred percent
(100%) of the remaining unpaid Class 9 Claim, (b) bear interest at the Reference Rate (on the Effective
Date;, and IC: provide for mandatory payments in an amount sufficient to pay the note in seventy-two
i 72: consecutive months. In addition, holders of the Metroflight Notes will receive annual payments of
al': Excess Cash Flow from the operation of Metroflight until paid in full.
The holder of the BofA Claim will receive the BofA Note, which will ; a; be in the original principal
amount of 1009- ofthe BofA Claim, .b, bear interest at the Reference Rate ton the Effective Date;, and
tci provide for mandatory payments in an amount sufficient to pay the note in ninety-six 196)
consecutive months. In add:aon, the holder of the BofA Note will receive annual payments of Excess
Cash Fiow from Metroflight after payment in full of the !Metroflight Notes.
The existing holden of common stock of Metro Air will receive New Metro Air Class A Common
Stock. The New Metro Air Class A Common Stock will constitute 514 of all authonzed Metro Air
common. stock. In addition, the holders of existing Metro Air Class B Common Stock ' Class 16
Members', will receive the right to participate in the Call, if the Lead Class 16 Member shall elect to
exercise the Call. The Cal: grants the Lead Class 16 Member the right to purchase a:l Metro Air Notes
for the outstanding balance, or. if there is a settlement of AA Litigation which provides for Disposition
of Metroflight, for 102tf of the Settlement .Amount. The rights of the New Metro Air Class A Common
Stock will include the Settlement Payment Right. This right, under certain circumstances involving
the Disposition of Metroflight, will entitle the holders thereof to receive a preferential distribution of
$0.3,5 per share.
Metro Air will continue to be the holder of the Metroflight Common Stock and the Metro Leasing
Common Stock, subject to certain restrictions on transfer.
The Plan provides for Metro Air to continue the AA Litigation and the Brady Litigation. A fund
will be created pursuant to the Plan for this purpose. The Litigation Fund will be funded initially with
$500.000, and shall be used to pay expenses relating to the AA Litigation and the Brady Litigation.
Any additional monies required for such litigation will be paid from the Metro Air Plan Account.
Reoivenes from the Brady Litigation will be paid into the Metro Air Plan Account.
If the AA Litigation is resolved by court decision, the proceeds. if any, will be paid into the Metro
Air Plan Account. Distributions will be made from the Metro Air Plan Account until the Metro Air
Notes and the BolA Note have been paid in full, and then will be paid in reduction of the Metroflight
Notes.
if the AA Litigation is resolved
through a settlement that does not provide for
a Disposition of
Metroflight, then the proceeds from the settlement,:f
any, will be paid into the
Metro Air Plan
Account, and distributed therefrom
to pay the Metro Air
Notes and the BofA Note until paid in full.
If the AA Litigation .s resolved through a settlement that does provide for a Disposition of
Metroflight, then the proceeds from the settlement, if any, will be used first to pay the Metroflight
Notes in full tunless assumed as part of the settlement!. then to pay the BofA Note in full runless
assumed). If any settlement proceeds remain, these proceeds will then be distributed in fulfillment of
the Settlement Payment Right of $0.35 for each share of New Metro Air Class A Common Stock, which
is to be issued to the existing shareholders of Metro Air :Classes 15 and 16). Any remainder of such
settlement proceeds will then be paid in reduction of the Metro Air Notes, and the balance, if any, will
be paid to Metro Air. The foregoing distribution schemes, including the provision for the Settlement
Payment Right, resulted from negotiations among members of the Committee and between the
Committee and Debtor.
From and after the Effective Date, Metro Air will he governed by a new, nine -member Board of
Directors. The initial board of directors will be proposed by the Plan proponents, and will be approved
by the Court during the Confirmation Hearing. Seven of the nine members will serve from the
Effective Date until the next regularly scheduled shareholders meeting. At the first regularly sched-
uled shareholders' meeting following the Effective Date, holders of New Metro Air Class A Common
Stock will elect four (4) directors: and holders of New Metro Air Class B Common Stock will elect three
3,
directors These seven t 7i directors shall each be elected to serve for one-year terms or until their
..1'w.swrrwiilt<
-_'at�.': n,-,
successors are elected and qualified. Two directors have longer terms. The Place Eight Director is
appointed for substantially a 10 -year term, and the Place Nine Director is appointed for substantially
a 5 -year term. For a further discussion, see § IVD.1 of this Disclosure Statement. In addition, some
authority in the operation of Metro Air is exercised by the Plan Committee, and its Subcommittees.
The decisions that the Plan Committee may authorize generally concern subordination of debt,
authorization of settlements, and certain other matters.
A more thorough discussion of the Plan is set forth in Article V of this Disclosure Statement.
III. EXPLANATION OF CHAPTER 11
Chapter 11 is the principal reorganization chapter of the Bankruptcy Code. During a Chapter 11
case, the debtor attempts to reorganize its business for the benefit of the debtor, its creditors,
shareholders, and other parties in interest. On April 1, 1991, Metro Air, Metrofiight, and Metro
Leasing each filed separate voluntary petitions for reorganization under Chapter 11 of the Bank-
ruptcy Code.
Since that time, the Debtor Entities have operated their businesses as debtors -in -possession in
accordance with the provisions of § 1107 of the Bankruptcy Code. Section 362 of the Bankruptcy Code
provides for an automatic stay of all attempts to collect prepetition Claims from Debtor or otherwise
interfere with its property or businesses.
Formulation of a confirmable plan of reorganization is the principal goal of a Chapter 11 case. The
plan sets forth the means for satisfying the holders of prepetition Claims against and Interests in the
debtor. Unless a trustee is appointed, only the debtor may file a plan during the first 120 days after the
commencement of a Chapter 11 case. Section 1121(d) permits the Bankruptcy Court to extend or
reduce this 120 -day period. After the expiration of such period, as extended, a Creditor or any other
party in interest may file a plan of reorganization. In this Case, Debtor has received two extensions,
and has filed the Plan within the exclusivity period as extended.
After a Chapter 11 plan has been filed, it must be accepted by holders of Claims against or
Interests in the debtor. Section 1125 of the Bankruptcy Code requires full disclosure before solicita-
tion of acceptances of a plan of reorganization. This Disclosure Statement is presented to holders of
Claims against and Interests in Debtor to satisfy the requirements of § 1125 of the Bankruptcy Code.
Section 1129 of the Bankruptcy Code sets forth the requirements for Confirmation. Among other
things, this section requires that the value distributed to the holders of Claims and Interests not be
less than such holder would have received had the debtor been liquidated under Chapter 7 of the
Bankruptcy Code, and that confirmation of the plan not likely be followed by a need for further
financial reorganization of the debtor.
In determining whether the Plan may be confirmed, the Court will not consider alternatives to
the Plan other than liquidation. A determination by the Court that the Plan should be confirmed,
accordingly, does not require the Court to conclude that the Plan is the best possible result for
Creditors or holders of Interests.
Section 1129(a)(8) of the Bankruptcy Code provides that a Plan must be accepted by each
impaired class of Claims and Interests. A class of Claims accepts a plan by a two-thirds majority in
amount and a majority in number of those actually voting. A class of Interests accepts by a two-thirds
majority of Interests actually voting. However, the court may confirm a plan even though lees than all
the classes of Claims and Interests accept the plan. Confirmation of a plan over the nonacceptance of
one or more classes of Claims or Interests is generally referred to as a "cramdown." The circum-
stances under which a court may confirm a plan despite lack of acceptance by a class of Claims or
Interests are set forth in § 1129(b) of the Bankruptcy Code. In essence, in order for the Plan to be
confirmed over the dissent of a class, either the class must receive money or property equal to the
Claims within the class, or junior classes of Claims and Interests must receive nothing under the Plan.
The Plan in this Case is anoint plan of the three Debtor Entities Thus. in this case, voting will be
by crass and by Debtor Entity. Therefore, the Plan cannot be confirmed uniess at least one r 1 i impaired
class from each Debtor Entity votes to accept the Plan. Debtor and the Committee he ieve the Plan can
be confirmed without invoking the "cramdown" provisions of section 11291 b: of the Bankruptcy Cade,
Confirr.-.ation of a Chapter 11 plan discharges a debtor from all its pre -confirmation debts, except
as provided in the plan. the order of confirmation, and § 1141(d) of the Bankruptcy Code. Confirma-
tion makes a plan binding upon the debtor, its stockholders, its creditors and all other parties in
interest, regardless of whether they have accepted the plan.
It GENERAL INFORMATION .ABOUT DEBTOR
THE FOLLOWING IS QUALIFIED AND SUPPLEMENTED BY THE INFORMATION AND FINAN-
CLAL STATEMENTS APPEARING ELSEWHERE HEREIN' OR INCORPORATED BY REFERENCE 1N
THIS DISCLOSURE STATEMENT.
A. GENERAL CORPORATE STRUCTURE AND PRE -PETITION FINANCLAL CONDITION
1. CreneralOten'cew.
In September 1981 Metro Air was incorporated as a Delaware corporation. Metroffight was
incorporated as a Delaware corporation in 1987, as a successor to a Texas corporation of the same
name which commenced operations as a regional airline in 1969, In 1987, Metro Leasing was incorpo-
rated as a Delaware corporation. Metro Air owns 100% of the capital stock of Metroflight and Metro
Leasing.
Metro Air does not conduct any operations except through its subsidiaries. Currently, Metro Air
has no operating subsidiaries other than Metroflight.
Metroffight provides regularly scheduled passenger air service from a hub at the D.FW Airport.
Metroflight currently schedules more than 275 passenger flights each weekday, over a route system of
more than 6,000 miles, to 25 cities in five southwestern states. Since 1984, Metroflight has operated all
of its scheduled passenger flights using the name "American Eagle" under the American Service
Agreements.
Metro Leasing leases some of the aircraft which are subleased and used by Metroflight, but has no
operations independent of Metroflight. Metro Leasing has no assets except its leases. Under the Plan,
the leases to which Metro Leasing is a party will be assumed by Metroflight eexcept leases between
Metro Leasing and SAAB Leasing Companies),
Metro Air previously owned a total of six (6) subsidiaries that provided regularly scheduled
passenger service. Two of these, Chaparral Airlines and Metro Express II, also provided passenger
service to southwestern cities from D.FW Airport hub, using the name "American Eagle" under
service agreements with Amencan Airlines. Prior to the end of 1990, the passenger flight operations of
these two subsidiaries were consolidated or merged into Metroflight. Consequently, Metroflight be-
came the exclusive American Eagle carrier serving D.'FW Airport.
Metro Express and AAI are two former subsidiaries of Metro Air that operated using the name
"Eastern Metro Express" under service and code -sharing agreements with Eastern Air Lines prior to
its cessation of operations in January 1991. Metro Express operated feeder routes to Eastern Air
Lines' hub at Atlanta's Hartsfield International Airport from 1984 until January 1991. It ceased
operations contemporaneously with the shutdown of operations by Eastern Air Lines and, in February
1991, filed a voluntary petition to be liquidated under Chapter 7 of the Bankruptcy Code. That case is
presently pending before the Court; and is discussed in further detail in § IV.A.3.a of this Disclosure
Statement. Another subsidiary, AAI, operated Caribbean feeder routes to Eastern Air Lines' hub at
San. Juan, Puerto Rico, from 1985 until January 1991, It has continued to operate after its affiliation
with Eastern Air Lines terminated, but was sold by Metro Air in February 1991 to affiliated parties in
order to meet cash requirements of Metro Air. AAI is discussed in further detail in § IV..A.3.b of this
Disclosure Statement.
In April 1989, Metro Air acquired Metro Northeast, a regional airline operating in the northeast-
ern United States. Until July 1989, Metro Northeast operated as a Piedmont commuter under a
service agreement with Piedmont Aviation (now USAir). In July 1989, Metro Northeast began operat-
ing under the name "Trans World Express" under a service agreement with Trans World Airlines,
Inc., and steadily sustained operational losses. After seven consecutive quarterly losses, this subsidi-
ary ceased operations in February 1991 and was sold by Metro Air in March 1991. For a further
discussion, refer to § IV.B.4 of this Disclosure Statement.
Metroffight leases all of the aircraft it operates. These aircraft leases are discussed in further
detail in § IV.B.2 of this Disclosure Statement. Metroflight owns an 88,000 square foot hangar and
office facility at D/FW Airport, which is located on land leased from the D/FW Airport. Substantially
all of the other tangible assets of Metroflight are aircraft parts and ground equipment. Metro Air owns
approximately $2,500,000 of aircraft parts and holds certain promissory notes, other contract rights
and causes of action.
2. American Eagle Operations.
Metroffight has a "hub and spoke" route system at D/FW Airport, with routes radiating like
spokes from that airport to twenty-five (25) small and medium-sized cities in Texas, Arkansas,
Louisiana, Missouri and Oklahoma. A map of this route system is attached as Schedule IV..A.2.
Metrof fight's affiliation with American Airlines is established under and governed by the Ameri-
can Service Agreements, which provide for code -sharing and certain other arrangements between
Metroffight and American Airlines. Pursuant to the American Service Agreements, American Airlines
is prohibited from authorizing any air carrier other than Metroflight to operate as an American Eagle
carrier on routes and to markets currently served by Metrofiight.2Under the American Service
Agreements, all of Metroflight's flights are identified in airline computer reservations systems and the
Official Airline Guide under American Airlines' "AA" designator code, and the Metroflight aircraft
used for these flights are painted in American Eagle colors. American Airlines provides Metroflight
with, among other things, reservation services through its SABRE system, passenger ticketing ser-
vices, certain revenue accounting services, baggage and freight handling and customer service train-
ing, as well as the use of gate, ramp, and terminal facilities at certain airports. Metroflight pays
American Airlines a per passenger fee for these services, and American Airlines pays Metroflight a fee
for passengers connecting with American Airlines' flights.
The initial term of the American Service Agreements, as amended, extends through October 31,
1993, and thereafter automatically continues in effect in perpetuity for additional one-year terms
unless either party properly notifies the other of termination at least 180 days prior to the end of the
then current term. Either party may terminate the American Service Agreements prior to the end of
any term under certain limited conditions, e.g., American could terminate such agreements if Metro -
flight failed to maintain certain performance standards. The Extension Agreements entered into by
Metro Air, Metroffight, and American Airlines provide for a ten-year extension of the American
Service Agreements through October 31, 2002. American Airlines, however, has denied the enforce-
ability of the Extension Agreements and has sued to have them declared null and void. Metro Air and
Metroffight have answered and counterclaimed, asserting, among other things, that the Extension
Agreements are valid and enforceable. A discussion of the AA Litigation is set forth in § W..C.1 of this
Disclosure Statement.
In October 1989, American Airlines established a new hub at Miami, Florida and commenced
American Eagle operations at that hub through one of its affiliates. Thereafter, Metro Air attempted
2 American Airlines disputes this interpretation.
repeatedly to exercise its right to serve the Miami hub.3 American Airlines has refused :4i honor
Debtor's right of first refusal, 4 and denies that the nght of first refusal it gave to Debtor is enforceable.
In the AA Litigation, Metro Air sued American Airlines to enforce its right to provide these American
Eagle ser vices. American Airlines denies that the right of first refusal it gave to Metro Air is enforcea-
ble. The AA Litigation is discussed in $ IV.C.1 of this Disclosure Statement.
The right to operate as American Eagle in affiliation with American Airlines substantially en-
hancers the ability of Metroflight to compete for passengers. The lose of these rights would have a
significant, material and adverse effect on Debtor's business operations.
3. Disposal and Shutdown of Other Operations.
a. Metro Express. Metro Express, the subsidiary that provided commuter service to Eastern
Air Lines' hub in Atlanta, incurred substantial losses from fiscal 1988 through fiscal 1991 primarily as
a result of Eastern Air Lines' financial and labor problems, which included a lengthy strike by many of
its employees and a bankruptcy filing by Eastern Air Lines in early 1989. When Eastern Air Lines
finally ceased operations in January 1991, it appeared unlikely that its Atlanta gates would be
acquired or. a timely basis by another major air carrier that would utilize Metro Express' feeder
operation. In addition to other reasons, because American Airlines was refusing to recognize Metro's
rights to institute service as the exclusive American Eagle carrier at American Airlines' new Miami
hub, Debtor concluded that there were no other viable opportunities for utilizing the assets of Metro
Express.5 As a result. Metro Express filed a voluntary petition to be liquidated under Chapter 7 of the
Bankruptcy Code or. February 7. 1991, in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division. That Chapter 7 case is presently pending before the Court as Case
No, 391.31069-HCA- 7 .
Metro Air guaranteed certain obligations of Metro Express, and holders of those obligations are
claimants against Metro Air in the Case. Conversely, Metro Air filed a Claim in the Metro Express case
for $6,082,717 plus unliquidated damages presently estimated to be $2,200,000, and Metroflight filed
a Claim in the Metro Express case for $126,543 plus unliquidated damages presently estimated to be
5200,000.
b. Aviation Associates, Inc. In 1990 Metro Air's operating subsidiaries faced cash flow
shortages resulting from substantial increases in fuel prices due to the war in the Persian Gulf and
increased cash requirements during the seasonally slow winter months. In addition, Metro Air faced
cash flow shortages due to the continuing losses by Metro Express and Metro Northeast. As a result,
Metro Air initiated efforts during the fall of 1990 to sell AAI, the subsidiary that provided commuter
service to Eastern Air Lines' hub at San Juan. However, concurrent with the cessation of operations
by Eastern Air Lines, AAI terminated its service and code -sharing agreements with Eastern Airlines
and began operating as an independent carrier. Uncertainties about the ability of AA1 to operate
successfully without an affiliation with a major carrier adversely affected the timing of proposed sales
of AM and the ability of potential purchasers to finance the purchase of AA1's operations In Decem-
ber 1990 and January 1991, while discussions and attempts to solicit bids for AAI were ongoing and in
order to provide Metro Air with cash for continuing operations, a total of $4 million in loans and
deposits were made to Metro Air pursuant to written agreements by E.A. Henderson and J.L. Seaborn,
Chairman of the Board and President, respectively, of Metro Air. The loan was secured by a pledge of
the AAl stock evidenced by a written pledge agreement dated February 12, 1991. Metro Air presently
is in possession of the AAI stock. Debtor, the Committee, and a representative of a holder of Metro Air
Bonds investigated this transaction with Messrs. Henderson and Seaborn and concluded that it was
appropriate.
American Airlines disputes this interpretation.
4 American Airlines denies this statement.
` American Airlines dtspuics this contention.
On February 12, 1991, after receiving and reviewing bids from various unaffiliated parties, Metro
Air sold all of the outstanding stock of AAI to a company owned by Messrs. Henderson and Seaborn.
The sales price was $6.5 million, of which $4 million was paid by cancellation of the loans and deposits
made by Messrs. Henderson and Seaborn in December 1990 and January 1991, and $2.5 million was
paid by delivery of an interest -bearing promissory note payable in ten (10) years or earlier in certain
circumstances. The principal amount of the promissory note is subject to reduction in certain circum-
stances. Metro Air also is entitled to receive 50% of AAI's cash flow, as defined in the sales agreement,
in excess of $1,334,000 per year (on a cumulative basis) during the five years following the sale or, at
Metro Air's option, a declining portion of any net gain from a sale of AAI by the purchaser before
August 12, 1992. AAI has not yet generated any excess cash flow payable to Metro Air under the sales
agreement.
The purchaser has asserted certain rights to indemnification against Metro Air under the
purchase agreements. Metro Air has acknowledged the enforceability of the indemnity, and the parties
disagree over the extent of the indemnity. The indemnity extends only to taxes, and the parties have
not resolved which taxes, if any, are covered by the indemnity. The purchaser has recoup amounts due
pursuant to the indemnity against amounts owed pursuant to the promissory note. Accordingly, the
Debtor has not declared a default under the promissory note. The total sum that the purchaser
contends may be offset is significantly less than the remaining balance due under the note. However,
given the dispute concerning the extent of the indemnity, Debtor cannot accurately assess the ulti-
mate likelihood of payment of the promissory note.
4. Property and Equipment.
Metroflight leases all of the aircraft used in its operations. Metroflight currently operates twenty-
six (26) SAAB 340 aircraft with a 30 -seat or a 34 -seat configuration and fourteen (14) British Aero-
space Jetstream 31 aircraft with a 19 -seat configuration. At May 31, 1992, the average age of the SAAB
aircraft was 3.5 years, and the average age of the Jetstream 31 aircraft was 5.4 years.
In the Case, Metroffight has rejected leases of five (5) Gulfatream G -1C aircraft, all of which have
been withdrawn from service and returned to the lessor. Nine (9) of the British Aerospace Jet -
stream 31 aircraft are currently leased from an entity controlled by E.A. Henderson and J.L. Seaborn,
the Chairman of the Board and President, respectively, of Metro Air. Based on Debtor's experience in
the aviation industry, Debtor believes that the terms of these leases are generally the same terms
which could have been obtained by Metroflight under the circumstances from unaffiliated parties.
Debtor anticipates that pursuant to agreements among Metroffight and BAT and Jetstream, following
the Effective Date, these aircraft will revert to BAE on terms and conditions described in § IV.B.2 of
this Disclosure Statement.
Metroflight owns an 88,000 square foot aircraft maintenance hangar and office facility at D/FW
Airport, which was built in 1987. The facility includes 30,000 square feet of office space in which the
Debtor's executive and administrative offices are located. The property on which the facility is located
is leased from the D/FW Airport under a ground lease expiring in 2027, at which time possession of the
facility reverts to the D/FW Airport. Metroflight also leases an aircraft maintenance and office facility
in Abilene, Texas, under a capital lease expiring in 2026 with a 25 -year renewal option, and an aircraft
maintenance facility at Lawton, Oklahoma, under an operating lease expiring in 2002. Metroflight
also leases counter, baggage, gate, and ramp spaces at various airports served by Metroflight.
5. Events Leading to Bankruptcy.
On April 1, 1991, Metro Air, Metroflight and Metro Leasing each filed a voluntary petition under
Chapter 11 of the Bankruptcy Code. These filings resulted primarily from losses sustained by Metro
Air's operating subsidiaries and by reason of unanticipated fuel price increases.
Metro Air's operations on a consolidated basis for the last two fiscal years prior to the bankruptcy
filings generated substantial losses. On a consolidated basis, Metro Air sustained an operating loss of
$11.9 million and a net loss of $36.7 million for the fiscal year ended April 30, 1991. These losses were
10
primarily attributable to the Metro Express and Metro Northeast operations in Atlanta and the
Northeast. respectively, which are discussed in i IVA.3.a and § 1V.B.4 of the Disclosure Statement,
However, the dramatic rise in fuel prices sustained throughout the airline industry as a result of the
Persian Gulf conflict, and the inability to recover these costs for reasons outlined below, also contrib-
uted significantly to Debtor's losses, as did a decline in passenger traffic caused by the Persian Gulf
conflict and the weakness in the economy.
On January 18. 1991. Eastern Air Lines ceased operations, and the following day Metro Express.
a wholly -owned subsidiary of Metro Air which operated in Atlanta in affiliation with Eastern Air
Lines, also suspended its operations. On February 7, 1991, Metro Express filed a petition to be
liquidated in Chapter 7 of the Bankruptcy Code. The decision to liquidate Metro Express was made
because Metro Air was unable to continue funding the ongoing cash requirements of Metro Express.
Metro Express generated a $5 million net lose in fiscal 1991, prior to filing its Chapter 7 case. In
addition. Metro Air recorded charges in the fourth quarter of 1991 of $6.4 million related to the
liquidation of Metro Express, including estimated liabilities under Metro Air's guarantees of Metro
Express obligations. (See § IVA.3.a of this Disclosure Statement for a further discussion of Metro
Express.)
On February 7, 1991, Metro Northeast, which operated as a Trans World Express carrier in the
northeastern United States in affiliation with Trans World Airlines, Inc. ceased its operations. Metro
Northeast's operations had generated losses for seven consecutive quarters beginning in the second
quarter of fiscal 1990. The seasonal winter slump in passenger traffic, the sluggish economy in the
Northeast, and high fuel prices, combined with TWA's reduction in operations and a further decline in
passenger traffic attributable to the war in the Persian Gulf, produced losses at Metro Northeast that
Metro Air could no longer fund. Metro Northeast's operations were closed and its capital stock was
sold to ZAL. As a result of its shutdown, Metro Northeast wrote off its unadvertised goodwill and
certain other intangible assets, resulting in a charge to expense or $6.7 million in the quarter ended
January 31, 1991. Metro Northeast had an operating lose of $13.8 million in fiscal 1991 (through the
date of the sale of its stock to ZAL). including the $6.7 million write-off of intangibles. In addition.
Metro Air recorded a loss of $5.9 million on the disposal of Metro Northeast, including an allowance
for uncollectible accounts relating to the note from ZAL and provisions for estimate liability of Metro
A r under indemnification and guaranty obligations related to Metro Northeast.
As a result of the Persian Gulf conflict, fuel prices rose dramatically beginning in August 1990 and
exacerbated the financial and operating difficulties of Metro Air and its subsidiaries. Fuel expense of
Metro Air's subsidiaries in the nine -month period ended January 31, 1991 was thirty-eight percent
;38') higher than in the comparable period of the prior fiscal year. The average price per gallon of fuel
in the same period was twenty-one percent (21%1 higher than in the prior fiscal year. Fuel prices
peaked in October 1990, and by January 31, 1991, had returned to levels comparable with those of the
prior fiscal year.
Although Metroflight implemented ticket price increases totalling 15.3% in the second and third
quarters in an attempt to offset rising fuel prices, the average yield per passenger mile for the year
ended April 30, 1991 was virtually unchanged from the prior fiscal year. This phenomenon reflects the
fact that a large percentage of airline tickets are sold well in advance of the passenger's actual travel
date. making it difficult for air carriers, including the operating subsidiaries of Metro Air, to recover
sudden cost increases in the short term by raising fares. The competition in the airline industry and
the weakness in the economy also limited Metro Air's ability to raise ticket prices to recover higher
costs
Although Metroflight was profitable for the year ended April 30, 1991, it incurred an operating
loss in the third quarter. which primarily was attributable to seasonal factors and the impact of higher
fuel prices. Results also were affected negatively by soft traffic caused by the Persian Gulf conflict and
weakness in the economy. Traffic improved in the fourth quarter, enabling Metroflight to generate an
operating profit.
11
The foregoing factors culminated in the Debtor's financial condition that necessitated filing for
protection under Chapter 11 of the Code.
6. Outstanding Capital Stock.
Metro Air has two classes of voting securities. Metro Air Class A Common Stock entitles the
holder thereof to one (1) vote per share. Metro Air Class B Common Stock entitles the holder thereof
to ten (10) votes per share. At April30, 1992, there were outstanding 3,538,356 shares of Metro Air
Class A Common Stock and 2,538,356 shares Metro Air Class B Common Stock.
The following table sets forth, as of April 30, 1992, certain information concerning shares of
Metro Air Class A Common Stock and Metro Air Class B Common Stock beneficially owned by: (1) each
person known by Debtor to own beneficially more than five percent (5%) of the outstanding Metro Air
Class A Common Stock or Metro Air Class B Common Stock, and (ii) the executive officers and
directors of Metro Air as a group. The table has been prepared from information obtained from the
persons named therein.
All Executive
Officers and
DirMon as
Edmond A. a Group
Henderson J.L Seabovn (7 persons)
Shares of Metro Air Class A Common Stock
Beneficially Owned ....................... 40,275 — 57,464
Percent of Class A ........................ 1.1% — 2.3%
Shares of Metro Air Class B Common Stock
Beneficially Owned ....................... 2,260,195 179,202 2,514,397
Percent of Class B ........................ 89.0% 7.1% 96.1%
Edmond A. Henderson and J.L. Seaborn are directors of Metro Air. Edmond A. Henderson also
serves as Chairman of the Board and J.L. Seaborn serves as President and Chief Operating Officer of
Metro Air.
Each stockholder has sole voting and dispositive power over all shares listed below such stock-
holder's name, except as indicated below.
All percentages are calculated on the basis of the number of shares outstanding at April 30, 1992.
For persons who hold Metro Air's 8'% Convertible Subordinated Debentures, the percentages are
calculated on the basis of the number of shares of Metro Air Class A Common Stock outstanding plus
the number of shares that the person shown has the right to acquire through conversion of Deben-
tures. For persons who hold Metro Air Class B Common Stock or options therefor, the percentages are
calculated on the basis of the number of shares outstanding plus the number of shares, if any, that
such persons have the right to acquire through the exercise of currently exercisable stock options.
Mr. Seaborn's stock includes an aggregate of 141,500 shares of Metro Air Class B Common Stock
owned by a Texas limited partnership, the partners of which are J.L. Seaborn, his spouse and his
children. As general partners of the partnership, Mr. Seaborn and his spouse have sole voting and
dispositive power over such shares.
The 57,464 shares of Metro Air Class A Common Stock beneficially owned by directors and
executive officers of Metro Air include 3,889 shares of such stock issuable upon the conversion of
debentures.
B. OPERATIONS IN BANKRUPTCY
1. General Operations.
On April 1, 1991 Metro Air, Metroflight, and Metro Leasing each filed a separate petition for relief
under Chapter 11 of the Bankruptcy Code. Each Debtor Entity continues to operate its business as a
12
debtor in possession. The pre -petition business of each Debtor Entity has remained largely un-
changed. The financial results from operations are discussed in further detail in § WE. of this
Disclosure Statement, and in the Form 10-K for the year ended April 30, 1992 set forth on Sched-
ule IVE.1.6 of this Disclosure Statement, Metroflight continues to serve as an American Eagle carrier,
and its operations have been profitable since the filing date. 'See audited financial statements in
Schedule IVE.6 enclosed with this Disclosure Statement. , Metro Air acts as a holding company for
Metroflight and Metro Leasing. During the Case, Debtor has worked with its Creditors in resolving
vanous Claims. These settlements are described below.
2. Settlements with Leasing Companies tconditioned on Confirmation of the Plan).
Metroflight has a fleet of forty (40) aircraft, which it uses in its operations. These aircraft are
leased in transactions described below.
Metrofiight must have use of aircraft m order to operate. While other aircraft. may be available,
use of other aircraft would be more expensive because of personnel training costs and costs for
establishing the necessary inventory of spare parts. In addition, management for the Debtor has
conducted discussions with various aircraft manufacturers, including, without limitation, Dornier
and ATR, to assess market terms for aircraft leases and the present availability of leased aircraft to
Debtor. Based on those discussions, Debtor believes that uncertainties involving the AA Litigation
would hinder Metroflight's ability to obtain replacement aircraft on terms advantageous to Metro -
flight. For these reasons, Debtor has attempted to reach agreement with its aircraft lessors for
continued use of the currently -leased aircraft-
Metroflight owes money under each of the existing leases. Therefore, arrangements for continued
use of the aircraft require consideration of repayment of this debt. The term of the leases is also very
important to Metroflight, to make certain that Metroflight will not be obligated to a lease if circum-
stances would render the use of the leased aircraft impracticable. These and others considerations
were addressed in settlement negotiations regarding these leases. The settlements will be submitted
to the Court for approval at the time of Confirmation.
a. J-31 Aircraft Leases.
Metroflight uses fourteen (14) J-31 Aircraft in its operations. Metroflight subleases five (5) of
those J-31 aircraft from Metro Leasing, and Metro Leasing leases such aircraft from JACO, a subsidi-
ary of BAR. Metroflightleasesthe other nine (9) J-3] Aircraft from Jetstream, a partnership substan-
tially owned and controlled by J.L. Seaborn and Edmond A. Henderson, whose officer and director
capacities are described in § IVA.3 of this Disclosure Statement. Debtors believes that the current fair
market rental value for the J-31 aircraft is between 831,000 and $32,500 per month per plane.
JACO, as lessor, entered into leases in 1987 for five :5) J-31 Aircraft with Metro Leasing, as lessee.
Metro Leasing subleased these aircraft to Metroflight on virtually identical terms. The leases and the
sublease provide for monthly rental of approximately $31,400 per month per plane for terms expiring
in January 2002. There are identical prepetition arrearages under the leases and the sublease of
$386,750. All post -petition lease and sublease payments are current.
Under the terms of the proposed settlement, Metro Leasing will assume the JACO leases and
assign them to Metroflight, and the prepetition arrearage will be paid by Metrofiight at Closing. A
cancellation provision will be added to the leases that would allow Metroflight to cancel the leases with
JACO if certain events occur in the AA Litigation. Specifically, in the event that (a) the American
Service Agreements are found by order of the Court not to be in full force and effect through
October 31, 2002, (b) the effect of such order is not stayed pending an appeal, and (c) there is a
substantial cessation of Metroflight's operations as an American Eagle carrier, then Metroflight may
cancel the leases with JACO upon sixty t60) days notice without penalty. Proponents believe that such
cancellation provision protects the interests of Creditors and provides Debtor's management maxi-
mum flexibility :n responding to Debtor's future leasing needs.
ii. Jetstream Leases.
Jetstream, as lessor, entered into leases of nine (9) J-31 Aircraft with Metroflight, as lessee. These
leases had original terms which expired at various times between February 1991 and November 1991.
Jetstream also purchased spare parts for these planes at an original cost of approximately $2,000,000.
The original leases were due to expire in 1991, and in March 1991 Metroffight entered into a new lease
with Jetstream to lease the aircraft for an eight -year term commencing upon the expiration of the
original leases at a monthly rental of $32,000 per plane. Metroflight currently owes Jetstream approx-
imately $879,000 in past -due, prepetition lease payments under the renewed lease.
Jetstream purchased these aircraft with financing from JACO. Jetstream has defaulted on its
obligation to JACO for the purchase of these aircraft. Metroflight is also indebted to BAE and JACO in
connection with several other transactions. In 1990, JACO loaned Metroflight approximately $2 mil-
lion to make certain lease payments to Jetstream and JACO, and this loan is secured by inventory of
J-31 aircraft spare parts owned by Metroffight. The book value of those spare parts (i.e., original cost
less accumulated depreciation) is approximately $4 million. Based on Debtor's experience in the
aviation industry, Debtor believes that the fair market value of such spare parts is approximately
$2 million. The debt to JACO was evidenced by a promissory note, and Metroflight presently owes
$1,176,706, including prepetition interest, on such note.
JACO previously loaned approximately $3.5 million to Metro Express II in 1985, of which
$727,234 remained owing by Metroffight as of the commencement of the Case. (See Disclosure
Statement § IV.B.6 for a discussion of Metro Express II). This debt is secured by the J-31 Aircraft spare
parts owned by Jetstream, the nine (9) J-31 Aircraft owned by Jetstream, and a security interest in
certain accounts receivable owned by Metroflight. Metro Air acquired Metro Express II in 1987 for the
purpose of sharing American Eagle carrier duties with Chaparral Airlines, Inc. and Metroflight. Metro
Express II transferred its leases of J-31 Aircraft to Metroflight through Chaparral. Metroflight
became liable for this obligation of Metro Express II to JACO through a series of corporate mergers.
Metroflight believes the collateral's value exceeds the amount of the debt.
BAE also holds two (2) Class 9 Claims. The first Class 9 Claim arises from Metroflight's purchase
of spare aircraft parts, and is approximately $180,000. The second Class 9 Claim arises from Metro -
flight's purchase of $66,785 in flight training services.
Metro Air is also indebted to BAE's parent company. Previously, Metroflight and Metro Express
had each become delinquent in their lease obligations. BAE's parent company guaranteed a January
1990 bank loan of $6 million to Metro Air, and Metro Air loaned the proceeds of that bank loan to
Metroflight and Metro Express so that the delinquent lease payments could be made. Specifically,
Metro Air loaned $4,869,000 to Metro Express and $1,131,000 to Metroflight. Metro Air defaulted on
the loan, and BAE's parent company paid the loan. Metro Air owes BAE's parent company approxi-
mately $3,509,000 on account of this Claim.
The proposed settlement provides that BAE will lease to Metroflight the nine (9) J-31 Aircraft
owned by Jetstream. The term of the new lease will be seventy-two (72) months from the expiration of
the original lease term for each of the nine (9) aircraft. To accomplish this, Jetstream must transfer
ownership of its J-31 Aircraft to BAE. The terms relating to this transfer of ownership, and any
liability of Jetstream to BAE, are being separately negotiated between Jetstream and BAR As part of
such transaction, Jetstream has agreed to transfer ownership of its J-31 Aircraft spare parts to
Metroffight, subject to JACO's security interest. Debtor believes that Jetstream anticipates being
released of claims upon the transfer of title to the aircraft.
.,.Under the new lease, which will become effective on the Effective Date, Metroffight will pay BAE
$39,595 per plane per month through April 1994, except for the first month in which Metroflight will
pay $59,390 per plane. (The additional first month's rent resolves a separate dispute between BAE
and Metroffight concerning a claim for one-half month's rent.) Based on its discussions with various
14
aircraft manufacturers and lessors, Debtor's management has concluded that under the circum-
stances Debtor cannot lease comparable aircraft at rates or on terms comparable to those negotiated
in the new lease in connection with this Plan. The lease will have a cancellation provision identical to
the provision contained in the new JACO lease discussed above. After April 1, 1994, Metroflight may
elect to reduce the montiCy rental to $31,000 per plane by waiving the cancellation provision. The
$39,595 lease rate shall apply retroactively to the inception date of the new ]ease term, and the
difference between that rate and the current rate shall be paid at Closing. This payment is expected to
be approximately $1,162,035.
The Claim of BAE's parent against Metro Air shall be reduced by approximately $3,000,000 to
$500,000. JACO will retain its two security interests to secure its Claims against Metroflight, which
shall be treated as Class 9 Claims.
BAE and JACO will each waive all other Claims against Metro Air and its present and former
subsidiaries other than Metro Express. Debtor is aware of at least one Claim against Metro Air that
will be released. BAE will release a $300,000 claim against Metro Air arising from an advance made by
BAE in connection with a potential aircraft acquisition. BAE previously determined not to assert an
additional $500,000 purchase money debt of Metro Express for aircraft, which was guaranteed by
Metro Air.
Metroftight believes that this settlement is in the beat interests of Debtor and their Creditors.
Based on the following table, the debt being forgiven exceeds the present value of the above -market
lease payments by $1,035,539, as follows:
Excess Lease Payments
New Monthly Lease Rate Per Plane ............. . ............ $ 39,595
Fair Market Monthly Lease Rate Per Plane ..................... .31,000
Excess Monthly Lease Rate Per Plane ....... .. .. ............ $ 8,595
No. of Aircraft ............................ . . . . ......... x 9
Total Excess Payments Per Month .......................... $ 77,355
Present Value of Payments from 9'92 to 4.94 using a 14% Discount
Rates ................. . $1.311,426
............................ .
Plus Pavment made at Closing . . . ......... . .. . . ............ $1.162,035
Total Excess Lease Payments .............................. $2.473,461
Claims Waived
Claim Based On Bank Release ............................. .. $3,009,000
Plus Amounts Booked by Debtor With Respect to Other Claims Waived . $ 300,000
Total C'.aims Waived . ............. . ... . ................. $3,309,000
Less Total Excess Lease Payments ............................ $2,473,461
Benefit to the Estate ............. .......................... $ 835,539
b. SAAB 340 Aircraft Leases.
Metroflight uses twenty-six (26) SAAB 340 Aircraft in its operations, all of which it subleases
from Metro Leasing. Metro Leasing leases twenty-one (21) of these aircraft from Fairbrook Leasing, a
subsidiary of SAAB Aircraft of America. Metro Leasing leases the remaining five (5) of these aircraft
from Lambert Leasing, an affiliate of SAAB Aircraft of America In each instance, the Metroflight
s.iblease has been assigned to the lessor as security for performance of the leases.
The discount rate of 14- used in this table reflects Debtor's assessment of its post -confirmation
market borrowing rate.
16
Lambert Leasing acquired the aircraft it leases to Metro Leasing in a leveraged lease transaction,
with the debt financing provided by an affiliate of Chase Manhattan Bank, which is secured by an
assignment of the aircraft leases. Because Chase Manhattan Bank would not agree to restructure the
leases as required for the settlement described below, Fairbrook Leasing, Inc. has agreed to purchase
the debt from Chase Manhattan Bank.
Metroflight and Metro Leasing are in default of their obligations under the sublease and leases,
respectively. The prepetition arrearage is approximately $6.1 million, and is comprised of two compo-
nents. First, in 1989, Metroflight was unable to make certain lease payments. The leases were
amended to increase the lease rates so that the deficiency would be paid over time, ending January
1993. This obligation is owed to Fairbrook Leasing, Inc., and is collateralized by a security interest in
spare SAAB 340 Aircraft parts owned by Metroffight, and has a present balance of approximately
$756,000. Under the terms of the proposed settlement, this amount will be paid as due under the
current leases.
Second, Metroffight has an arrearage of $5,363,000 for lease payments which were due in 1990
and 1991. Such arrearage constitutes a portion of the Flight Debt. Under the terms of the proposed
settlement, these prepetition arrearages will be treated as a Class 9 Claim.
The proposed settlement also provides that the existing leases will be assumed by Metroffight.
The current lease rates per plane range from approximately $53,700 per month per plane to approxi-
mately $71,200 per month per plane. The lease terms expire at various times between December 2001
and January 2006. Based on its discussions with various aircraft manufacturers and lessors, Debtor's
management has concluded that Debtor cannot lease comparable aircraft at rates comparable to those
provided in the current leases. Pursuant to the settlement, the leases will be amended to provide that
they may be cancelled in the event a judgment in the AA Litigation results in the termination of the
American Service Agreements, so long as Metroflight is not then in default and pays a termination fee
equal to two (2) months' rent.
Lambert Leasing and Fairbrook Leasing have also agreed to loan Metroffight a portion of the
money necessary to modify one-half of SAAB fleet to comply with the regulations requiring the
installation of TCAS. These lessors have agreed to loan Metroffight an amount equal to seventy-five
percent (75%) of the cost for compliance for thirteen (13) aircraft, not to exceed $112,500 per plane.
Accordingly, the total loan will not exceed $1,462,500. The loan must be repaid at eight percent
(8%) interest per annum, compounded monthly, in equal monthly installments beginning after the
TCAS has been completely installed (estimated to be between September 1992 and December 1993)
and ending four (4) years from that date. In addition, SAAB will provide a spare parts credit to
Metroflight in the sum of $130,000.
Debtor believes that the foregoing settlement is in the best interests of Debtor and their Credi-
tors. Metroffight requires the aircraft for continued operations, and the lease assumptions avoid
substantial rejection damage Claims. Debtor also believes that the lease rental rates reflect the
current market rents for such aircraft.
3. Settlement of Certain Tax Claims.
On April 1, 1991, Metroflight owed unpaid 1990 personal property taxes to certain Louisiana and
Oklahoma taxing authorities. These 1990 personal property taxes totalled $69,925. The 1991 personal
property taxes for such jurisdictions were due in December 1991 and January 1992. The 1991 personal
property taxes totalled $115,492.
A dispute arose between Metroflight and these taxing authorities as to whether all or any portion
of the 1991 personal property taxes were pre -petition Claims. After extensive negotiations, Metro -
flight and these taxing authorities reached a settlement and compromise approved by the Court on
April 1, 1992, relating to the 1990 and 1991 personal property taxes. Metroflight agreed to pay, and
these taxing authorities agreed to accept, seventy-five percent (75%) of the aggregate 1990 and 1991
personal property taxes in full and complete settlement thereof. This amount is being paid over a six -
16
month penod without interest beginning in March 1992. In addition, these taxing authorities agreed
to waive all penalties and interest related to the 1990 and 1991 personal property taxes. Under the
above settlement, Metrofiight's estate saved approximately $46,354 plus penalties and interest.
4. Metro Northeast Settlement.
In April 1989, Metro Air acquired through Metro Northeast, a regional airline operation in the
northeastern United States, from Owens-Illinois, Inc. Metro Northeast is comprised of three 13) com-
panies: MANI, MVT and MNY. MANI is the parent company of MN? and MVf.
Shortly after the time of acquisition, Metro Northeast became unprofitable, in part because of a
change in major carrier affiliation, compounded by the recession and higher fuel prices. By late 1990,
Metro Northeast's unprofitahility, together with other problems that made it impossible to continue
funding losses of Metro Northeast, caused Metro Air to seek a purchaser for :Metro Northeast. On
February 7, 1991, Metro Northeast ceased all scheduled operations. On March 21, 1991, Metro
Northeast was sold. ZAL purchased MANI from Metro Air, and thereby acquired MNY and MVT. The
purchase price of $3,880,000 was represented entirely by a secured promissory note from ZAL to
Metro Air. In connection with this sale, Metro Air forgave certain intercompany debts owed by Metro
Northeast.
ZAL secured the purchase money debt with a lien covering virtually &l of the assets of all three
companies acquired, including equipment, inventory, ratable and expendable parts, and airport land-
ing slots. After the acquisition, Metro Northeast operated on only a limited basis and continued to lose
money. On May 30, 1991, MANI, MNY MVT, and ZAL each filed a petition for relief under Chapter 11
of the Bankruptcy Code in the United States Bankruptcy for the Western District of New York in
Rochester.
Prior to filing these petitions for relief, ZAL made only two payments to Metro Air on account of
the purchase money debt. After the filing, these entities made a series of payments on account of this
debt resulting from court -authorized sales of certain of the assets that were subject to the lien of
Metro Air. The proceeds of the sales were paid to Metro Air in reduction of the debt. These sales
included the landing slots at LaGuardia Airport for $720,000 and White Plains Airport for $110,396.
In addition, a portion of the debt was recovered through a sale of certain SAAB aircraft parts by
Metro Northeast w Metro Air. On September 6, 1991. at a public sale Metro Air bid in a portion of its
debt for such parts in the amount of $669,022. Metro Air's subsidiary, Metrofiight, is able to use the
parts in its operations and purchases such parts from Metro Air for Metro Air's cost.
Following the sales described above and after extensive negotiations, a settlement was reached
between Metro Air and the Metro Northeast estates that has been approved by their respective
bankruptcy courts. Under the settlement, the parties provided reciprocal releases, Metro Air released
it lien on all Metro Northeast assets, and the Metro Northeast estates transferred to Metro Air
(ai certain additional SAAB aircraft parts, (b) $100,000 in proceeds from asset sales held in escrow,
together with interest thereon, and ;c) a General Electnc engine valued by Metro Air at $400,000,
subject to a hen of $284,000. Debtor estimates that the equity in this engine and the parts have an
aggregate fair market value of $2,326,159. Based on the foregoing, Metro Air believes that it has
received in excess of 90' of the face amount of the purchase money note from ZAL.
5. ALPA Settlement.
Metroffight and ALPA are parties to the Pilots Agreement, dated as of April 13, 1989. The Pilots
Agreement is a collective bargaining agreement effective April 13, 1989, and amendable under the
Railway Labor Ad, 45 U.S.C. § 151 et seq. The Pilots Agreement governs the terms and conditions of
pilot employment at Metrofiight. Under the terms of the Pilots Agreement, several pre -petition
grievances have been filed against Metroflight.
17
On August 17, 1991, ALPA filed in the Court an adversary proceeding, Air Line Pilots Association,
International v. Metroflight, Inc. and Metro Express, Inc., Adversary No. 391-3535, to compel arbitra-
tion of two grievances. The grievances were initiated by ALPA to enforce the provisions of the Pilots
Agreement that permit pilots formerly employed by Metro Express to exercise seniority rights and bid
into pilot positions at Metroflight after Metro Express discontinued operations and filed for bank-
ruptcy on February 7, 1991. Training and other costs made it impossible for Metroflight to comply at
that time with those provisions.
Thereafter, Metroflight and ALPA negotiated a settlement that resolved the two grievances,
MET-9-91GG and MET-16-91GG, which were the subject of the adversary proceeding. This settle-
ment was evidenced by the Pilots Settlement Agreement dated December 9, 1991, pursuant to which
pilots covered thereunder had three choices with respect to the grievances: a "buyout" choice, in
which pilots would give up recall rights in exchange for a specified sum of money; a "recall" choice, in
which pilots would retain recall rights and receive a lesser sum of money; and a "litigation" choice, in
which pilots could choose not to settle and pursue an adversary proceeding and the grievance. All
pilots chose either the "buyout" or "recall" choices. No pilot selected the "litigation" choice.
The Pilots Settlement Agreement provided that Metroflight would use its best efforts to obtain
the Court's approval of the settlement. On February 21, 1992, Metroflight filed its Motion For Order
Approving Settlement and Assuming Collective Bargaining Agreement, as modified. The Bankruptcy
Court heard the motion on March 17, 1992, and entered its Order Approving Settlement and Assum-
ing Collective Bargaining Agreement, as Modified, on March 19, 1992. On April 21, 1992, Metroflight
paid the pilots covered by the Pilots Settlement Agreement a total of approximately $1,885,550
pursuant to the terms thereof. In addition, on or about April 21, 1992, Metroflight paid $238,414 to
various pilots in accordance with the Pilots Settlement Agreement, thereby resolving significant pre -
petition disputes with ALPA.
6. Metro Express II.
As of the commencement of the Case, Metro Air owned all the stock of Metro Express II. Metro
Express II was formed in September 1984 and began operations as an American Eagle carrier in
March 1985. Metro Express II was originally owned by Edmond Henderson and J.L. Seaborn, the
Chairman of the Board and President, respectively, of Metro Air. Metro Air had an option to purchase
Metro Express II for $1,000, which equalled the acquisition price previously paid by Messrs. Hender-
son and Seaborn. Metro Air exercised this option in July 1987, and shortly thereafter transferred all
passenger operations of Metro Express II to an affiliate, Chaparral Airlines (later merged into Metro -
flight). From January 1988 through September 1991 Metro Express II operated as an overnight air
cargo carrier, doing business as "Starlite Express." Because Metro Express II was not being operated
profitably, Metro Air entered into an agreement with Air Cargo Carriers, Inc., by which Metro Air sold
Metro Express II for $1.00 and cash on hand in Metro Express II on the date of closing of the
transaction. The transaction was also intended to, and did, relieve Metro Air of any liability for debts
of Metro Express II. The Bankruptcy Court approved the sale on August 30, 1991. Closing was delayed
in order to sever, by agreement, existing relationships between Metro Express II and American
Airlines, and the sale closed on September 24, 1991. As a result of the sale, Metro Air retained
approximately $46,000 cash on hand at Metro Express II at the time of closing.
7. Avoidance Actions.
Under the Bankruptcy Code, debtors -in -possession are provided several statutory bases pursuant
to which they may avoid transfers of property occurring before and after the date on which they file a
petition for relief. The two principal provisions used for avoidance are the fraudulent transfer provi-
sions and the preferential transfer provisions. If these provisions are successfully asserted, a debtor -
in -possession may recover money and other property transferred. In addition, a debtor -in -possession,
under certain circumstances, may avoid liens through use of these provisions. In the event a transfer
is avoided, the losing party may be able to assert a Claim equal to all or part of the value of property
recovered by means of the avoidance.
The debtor -in -possession must act affirmatively in order to avail itself of these provisions. At
present, Debtor has not asserted these provisions: however. Debtor or the Committee may commence
an avoidance action at any time, both before and after the Effective Date.
Debtor and the Committee have reviewed all significant insider transactions, specifically the AAI
transaction and the Jetstream leases described in § IVA.3.a and § IV.B.2 au i of this Disclosure
Statement, respectively. Debtor and the Committee have concaded that these transactions were not
detrimental to Debtor or to Debtor's creditors and did not give rise to a worthwhile cause of action on
the basis of Ins:der status or pursuant to the avoidance provisions of the Bankruptcy Code. Debtor has
alsiinvestigated a lien asserted by an affiliate of Chrysler Corporation against parts held by Metro -
flight for use on Gulfstream aircraft formerly leased from such Chrysler affiliate 'see § 1VA.4 of this
Disclosure StatementF. Debtor has determined that such lien may he subject to a "strong arm"
avo:dance action under § 544.a, of the Bankruptcy Code. Additionally: Debtor has made a preliminary
review of the Claim of Owens-Illinois. Inc., to ascertain whether such Claim may be subject to
avoidance under state fraudulent transfer laws applicable pursuant to § 544ib) of the Bankruptcy
Code. However. Debtor has not completed its analysis of the Owens-Eiriois, Inc. Claim.
Metro Air and Metroflight have asserted a fraudulent transfer claim against American Airlines as
a counterclaim in the AA Litigation. See § IVC,1. Metro Air and Metroflight also filed suit against
American Airlines under § 549 of the Bankruptcy Code to avoid the effect of a purported notice of
termination of the American Service Agreements. On July 22, 1992, American Airlines announced to
the Court that it has withdrawn its notice of nonrenewal of the American Service Agreements. and
Debtor announced its withdrawal of the motion for contempt and the avoidance action against
American Airlines. See § IVV.C.I.a of this Disclosure Statement
Proponents would note that the Plan provides sufficient return to Creditors such that pursuit of
avoidance actions, which would give rise to Claims in amour:: corresponding to recoveries in such
actions. may not be economical.
8. Objections to Clainis.
Under the Bankruptcy Code, a debtor and other parties -in -interest may object to the allowance of
a Claim or Interest. Only Claims and lr.:erests which are allowed will receive the treatment described
in the Plan, and the holder of a disallowed Claim or Interest will receive nothing under the Plan by
reaium of that Claim or Interest Challenges to the allowance of a Claim or Interest may be based an
numerous factors, including failure to file timely a proof of the Claim or Interest, avoidabibty of the
Claim or lnterest, or a characteristic of the Claire or Interest which makes such Claim or Interest
unenforceable under applicable state or federal law.
Some of the bases on which a Claim or Interest may be subject to avoidance are discussed in the
preceding section of this Disclosure Statement. Other objections may contest the liability of Debtor or
the amount of the Claim or may be based on certain limits on allowability set forth in § 502 of the
Bankruptcy Code. In addition, a Claim or Interest may be subordinated to other Claims or interests,
in accordance with* 510'ci of the Bankruptcy Code, if the holder of such Claim or Interest acts or fails
to act :n a manner which under applicable principles of equitable subordination justifies the subordi-
nat:c:n of that Claim or interest. The treatments of Claims or Interests subordinated pursuant to
5:0ic: of the Bankruptcy Code are described in § V.D. of this Disclosure Statement.
Not all holders of Claims and Interests are required to file a proof of such Claim or Interest in
order for such Claim or Interest to be an allowed Claim or Interest under the Plan. On April 30, 1991,
Debtor filed a Schedule of Assets and Liabilities in which Debtor listed Creditors and equity security
holders as of the date Debtor filed its petition for relief. A Creditor whose Claim is not listed or is listed
in an amount different than the amount of the Claim, or whose Claim is listed as disputed, contingent,
unknown, or unliquidated, and who desires to participate in the Case, to have his or her vote on the
Plan counted, and to share in any distribution, must hate filed a proof of Claim on or before the last day
for riling proofs of claim Any Creditor who is listed by Debtor on its Schedule of Assets and Liabilities
19
and who desires to rely on the schedule has the responsibility for determining that he or she is
properly listed. If the amount of such Claim is properly listed and such Claim is not designated as
disputed, contingent, unknown, or unliquidated, then there is no need to file a proof of Claim.
The Court established July 31, 1991 as the last date on which proofs of Claims or Interests could
be filed timely with the Court. However, the Court has entered an order permitting holders of Claims
against Chaparral Airlines (which was merged into Metroflight in 1990), to file a notice with the Court
on or before January 31, 1992, in which such holders could provide notice of a Claim against Chaparral
Airlines and which order further permitted such holder to assert that the failure to file a proof of such
Claim on or before the July 31, 1991 bar date resulted from the absence of the name "Chaparral
Airlines, Inc." in the caption for the Court's notice describing such bar date. If a Creditor claiming
prejudice by failure to include the Chaparral name in the notice demonstrates such prejudice, then
such Creditor's Claim will not be treated as late -filed if a notice of such Claim was filed on or before
January 31, 1992.
The Plan makes special provision for the filing of Claims arising by reason of actions taken after
the commencement of the Case by Debtor with respect to pre -petition obligations. Any Claim arising
from rejection of an executory contract must be filed within twenty days (20) after Confirmation if the
contract is rejected pursuant to the Plan. Claims arising from reasonable reliance on certain contrac-
tual remedies, as provided in § 1124(2)(c) of the Bankruptcy Code, must be filed on or before ten (10)
days after Confirmation. The filing of a proof of Claim or Interest does not preclude an objection to
such Claim or Interest under the Plan. A Claim or Interest will be disallowed without an objection by
Debtor or the Committee if (a) proof thereof has not been timely filed in accordance with the terms of
the Plan, and (b) it is not scheduled by Debtor or is scheduled as disputed, contingent, unknown or
unliquidated.
If a Claim or Interest is subject to an objection, the holder of such Claim or Interest may seek
relief from the Court pursuant to Bankruptcy Rule 3018(a) to obtain temporary allowance of the
Claim or Interest in order to vote for acceptance or rejection of the Plan. If such relief is granted, that
Creditor will be allowed to vote for acceptance or rejection of the Plan. The allowance or disallowance
of any Claim or Interest by the Court for purposes of voting on the Plan does not constitute an
allowance or disallowance of the Claim or Interest for purposes of receiving distributions pursuant to
the Plan, unless the Court expressly allows or disallows the Claim or Interest for all purposes.
Any statement in the Plan or this Disclosure Statement regarding a Claim or Interest shall not
constitute an admission by Debtor of the existence, priority, nature, extent, or allowability of any such
Claim or Interest.
9. Analysis of BofA Claim.
The BofA Claim is the Claim of Bank of America, NT & SA against Metro Air, in the approximate
amount of $10.7 million, evidenced by that certain promissory note in the original principal amount of
$16 million and related security agreement dated March 30, 1989. Metro Air used the proceeds of such
loan primarily to purchase Metro Northeast. The BofA Claim is not guaranteed by any Insider. Metro
Air made payments in the total amount of $390,187 on the BofA Note within ninety (90) days prior to
the commencement of the Case.
The BofA Claim is secured by a pledge of the stock of Metroflight. In a liquidation, the holder of
the BofA Claim would be entitled to recover pro -rata as an unsecured creditor of Metro Air, and to
recover all proceeds from a liquidation of Metroflight after payment of its Creditors, until the entire
BofA Claim is paid. The Plan recognizes two sources of payment of the BofA Claim: the Metro Air Plan
Account and Metroftight operations. For a further discussion of the treatment of the BofA Claim, refer
to § V.D.5 of the Disclosure Statement.
20
C. SIGN1FICANT LITIGATION
1. AA Litigation.
a. Background.
On May 16, 1991, American Airlines commenced the AA Laigation by filing an adversary proceed.
ing:n the Court styled American Airlines, Inc c. Metro Airlines, Inc., and Metrofltght. Inc., Adversary
No. 391-3278. In the AA Litigation, American Airlines seeks a declaratory judgment that the Agree-
ment for New Metroflight Service Agreement, executed by American Airlines. Metro Air, and Metro -
flight effective July 27. 1987, and the Agreement for New Chaparral Ser ce Agreement, executed by
American Airlines and Metro Air effective July 27, 1987. are unenforceable because they are merely
agreements to negotiate or agree to a new service agreement between American Airlines. Metro Air,
and Metroflight. In the suit, American Airlines contends that agreements to agree are unenforceable
under Texas law and that American Airlines has no obligation to honor its promise to negotiate or
agree upon the terms of a new ten-year service agreement with Metro Air and Metroflight.
Metro Air and Metroflight are represented by Andrews & Kurth in the AA Litigation. Both Metro
Air and Metroflight are parties to the Agreement for New Metroflight Service Agreement and the
Agreement for New Chaparral Service Agreement. Accordingly. either Metro Air or Metroflight, or
both. may have an ownership interest it.. the AA Litigation.
On June 17, 1991, Metro Air and Metroffight filed their answer in the AA Litigation. In their
answer, Metro Air and Metroflight deny American Airlines' contention that the Agreement for New
Metroffight Serice Agreement and the Agreement far New Chaparral Service Agreement are merely
unenforceable agreements to negotiate or agree to a new ten-year service agreement. Rather. Metro
Air and Metroflight contend that by executing the Agreement for New Metroflight Service Agreement
and the Agreement for New Chaparral Service Agreement, American Airlines extended the current
American Service Agreements and related agreements between American Airlines and Metro Air and
Metroflight for an additional ten :10; years. Additionally, as set forth in greater detail in the pleadings
in the case. Metro Air and Metroflight contend that Metro Air and Metroflight incurred substantial
obligations in reliance upon the ten-year extension to which the parties agreed. that American
Airlines was aware that Metro Air and Metroflight incurred those obligations in reliance upon the ten-
year extension, and in fact encouraged Metro Air and Metroflight to incur those obligations. As a
result, Metro Air and Metroflight assert that principles of estoppel, fraud, )aches, and waiver preclude
American Airlines' assertion that the Agreement for New Metroflight Service Agreement and the
Agreement for New Chaparral Service Agreement are simply unenforceab:e agreements to negotiate
or agree to a ten-year extension of the American Service Agreements and related agreements.
Concurrently with the filing of their answer, Metro Air and Metroflight asserted counterclaims
against American Airlines. Several of the counterclaims are directly related to the claims asserted by
American Airlines in its complaint. Specifically, Metro Air and Metroflight seek a declaratory judg-
ment that the Agreement for New Metroffight Service Agreement and the Agreement for New
Chaparral Service Agreement. together with certain other documents executed at or about the same
time, extended the American Service Agreements and related agreements for an additional ten
:10) years, or that, alternatively, American Airlines is obligated to execute a document reflecting such
an extension. Metro Air and Metroffight also assert theories of promissory estoppel and fraudulent or
negligent misrepresentation in connection with the ten-year extension.
The counterclaims include several additional claims by Metro Air, including a claim for breach of
contract arising out of American Airlines' refusal to allow Metro Air and Metroffight to exercise their
contractual right of first refusal to provide commuter service at American Airlines' newly opened
Miami huh; a related claim contending that American Airlines fraudulently or negligently misrepre-
sented the rights of Metro Air and Metroflight with respect to the Miami hub; and a related claim
seeking a declaratory judgment that Metro Air and Metroflight have a valid right of first refusal with
regard to the Miami hub and that American has violated that right of first refusal :fourth, fifth. and
sixth counterclaims).
21
. \._. irw-...+t!a�IR
Debtor incurred substantial obligations in reliance upon the ten-year extension of the American
Service Agreements.? Specifically, among other things, Metroflight constructed its office and mainte-
nance facility at D/FW Airport; Metroflight acquired Chaparral Airlines and Metro Express II; and
Metro Leasing entered into new leases for SAAB 340 aircraft. Accordingly, Metro Air and Metroflight
claim that as a result of American Airlines' refusal to honor the ten-year extension of the Service
Agreement and the related agreements, Metro Air and Metroflight did not receive reasonably equiva-
lent value for incurring those obligations; that American Airlines encouraged Metro Air to incur the
obligations and benefited therefrom; and that as a result under §§ 544(b) and 550(a)(1) of the
Bankruptcy Code and §§ 24.006 and 24.009(b)(1) of the Texas Business and Commerce Code, Metro
Air and Metroffight are entitled to recover from American Airlines the value of the obligations
incurred for which Metro Air and Metroffight did not receive reasonably equivalent value (seventh
counterclaim). Finally, Metro Air and Metroflight claim that American Airlines has violated the
United States antitrust laws by attempting to monopolize commuter and feeder air traffic into and out
of D/FW Airport (eighth counterclaim).
American Airlines moved to withdraw to the U.S. District Court the reference of the AA Litigation
with respect to the fourth, fifth, sixth, and eighth counterclaims, asserting that withdrawal of the
reference was mandatory as to the antitrust counterclaim because the claim involves substantial
considerations both of bankruptcy law and non -bankruptcy federal law. American Airlines contended
that withdrawal of the reference should be granted with respect to the claims related to its Miami hub
for considerations of judicial economy. Metro Air and Metroflight opposed these motions, and on
September 25, 1991, the Court denied American Airlines' motion to withdraw the reference.
Concurrently with its motion to withdraw the reference, American Airlines moved to strike Metro
Air and Metroflight's affirmative defenses and moved forjudgment on the pleadings with respect to its
claim that the agreement for new service agreements was not enforceable and the first counterclaim
(which seeks a declaratory judgment that American Airlines, Metro Air, and Metroflight have entered
a ten-year extension of the American Service Agreements and related agreements, or alternatively
that American Airlines is obligated to execute a document reflecting such an extension). Shortly
thereafter, on July 23, 1991, American Airlines moved for judgment on the pleadings on the fraudu-
lent transfer counterclaim and on July 24, 1991, American Airlines moved for judgment on the
pleadings on the antitrust counterclaim.
American Airlines' motion to strike the affirmative defenses was premised on the theory that
Metro Air and Metroflight's pleadings failed to provide American Airlines with notice of the facts upon
which Metro Air and Metroflight based their defenses and that the asserted defenses could not render
an otherwise unenforceable agreement enforceable. American Airlines' motion for judgment on the
pleadings as to its claim and the first counterclaim contended that, as a matter of law, the Agreement
for New Metroffight Service Agreement and the Agreement for New Chaparral Service Agreement
were unenforceable agreements to negotiate or agree to a new service agreement. With respect to the
fraudulent transfer counterclaim, American Airlines' motion for judgment on the pleadings con-
tended that, as a matter of law, American could not be held liable for any obligations Metro Air and
Metroflight incurred in reliance upon the ten-year extension. Finally, American Airlines' motion for
judgment on the pleadings with respect to the antitrust counterclaim contended that Metro Air and
Metroflight had failed to allege any conduct violative of the antitrust laws of the United States.
The Court ultimately converted American Airlines' motion forjudgment on the pleadings as to its
claim and the first counterclaim into a motion for summary judgment. After extensive briefing and
numerous hearings, on February 3, 1992, the Court entered an order denying American Airlines'
motion for judgment on American Airlines' claim and the first counterclaim and on American Air-
lines' motion to strike Metro Air and Metroffight's affirmative defenses. The Court concluded that the
Agreement for New Metroffight Service Agreement and the Agreement for New Chaparral Service
Agreement were sufficiently ambiguous to preclude a conclusion, as a matter of law, that the Agree-
ment for New Metroflight Service Agreement and the Agreement for New Chaparral Service Agree-
ment were nothing more than agreements to negotiate or agree to a new service agreement and that
7 American Airlines disputes this contention.
22
genuine issues of material fact exist. With respect to the motion to strike the affirmative defenses, the
Co,:rt declined to grant it. but ordered Metro Air and Metroflight to amend their answer to plead their
affirmative defenses with greater specificity. Metro Air and Metroflight complied with this order on
February :9, 1992, by filing their First Amended Answer and Counterclaims.
Or. March 10, 1992, the Court entered a memorandum ruling on American Airlinesmotion for
judgment or. the pleadings on the ant:trust counterclaim. The Court concluded that, based on the
present state of the pleadings. Metro .Air and Metroflight had failed to state a claim for an antitrust
violation under a monopoly leveraging theory because they had failed to allege that American Airlines
had monopoly power in the long-distance air travel market. The Court concluded, however, that there
was a genuine fact issue as to the essential facilities aspect of Metro Air's attempted monopolization
claim. Accordingly, the Court denied the motion for judgment on the pleadings on the antitrust
counterclaim.
The motion for judgment on the pleadings with respect to the fraudulent transfer counterclaim
remains pending,
On June 19. 1992. the Court considered a motion by Debtor to hold American Airlines in
contempt for violation of the automatic stay of 5 362 of the Bankruptcy- Code. Debtor asserted that
American Airlines wil:fully violated the automatic stay by seeking to terminate the American Service
Agreements through a written notice to Debtor. The American Service Agreements provide that either
party may terminate by giving notice 180 days prior to the anniversary of the agreement. The Court
found that American Airlines had wilfully violated the automatic stay by giving the notice without
the Court's permission. The Court further found that American Airlines had no excuse for taking this
action.
Prior to July 22. 1992, the Court did not rule on either the sanction, if any. American Air'.tnes will
receive for willfully violating the stay or the effectiveness of the improper notice dispatched by
American Airlines. Actions taken in violation of the stay generally are avoidable, and Debtor believed
there was a strong likelihood that the Court would declare the termination notice invalid and void.
Metro Air and Metroflight have commenced an avoidance action against American Airlines under
Q 549 of the Bankruptcy Code to avoid the effect of the improper notice. On Jury 22, 1992, American
Air:ines announced to the Court that it has withdrawn its notice of nonrenewal of the American
Service Agreements, and Debtor announced its withdrawal of the motion for contempt and the
avoidance action against American Airlines.
b. American Airlines' Relationship With Debtor And
American Engle Operations.
In the fall of 1989, representatives of American Airlines and Debtor met and discussed their
previous agreement to extend Metrofltght's code -sharing and other service agreement for an addi-
tiona: ten z 10) years." Subsequently. American Airlines and Debtor agreed to defer the formal docu-
mentation of their new service agreement while they attempted to negotiate American Airlines'
purchase of Metroflight. From the fall of 1989 through the fall of 1990, there were various discussions
among representatives of Debtor and American Airlines regarding American Airlines' proposed
purchase of Metroflight. However, American Airlines never agreed to enter a binding agreement to
purchase Metroflight for an amount sufficient to pay Creditors in full. Following termination of the
negotiations for the purchase of Metroflight. Debtor and American Airlines resumed negotiations
relating to the form of the American Service Agreements that would reflect' the agreement to extend
Metroflight's affiliations with American Airlines at D"FW Airport through October 31, 2002. The
parties did not reach an agreement on the form of a new service agreement and, accordingly, the
existing agreement remains in effect as modified.A
lmerican
Airlines
disputes
this
conlen:ion.
American
Airlines
disputes
this
contention.
23
In the spring of 1991, following the commencement of the Case, American Airlines commenced
the AA Litigation. For a discussion of the AA Litigation, see IV.C of this Disclosure Statement.
In addition to Debtor's efforts to resolve its differences with American Airlines prior to the
commencement of the Case, the Committee has since attempted to negotiate with American Airlines
regarding possible settlement of the AA Litigation. However, American Airlines has indicated that it
would only agree to buy selected assets of Metroflight for their fair market value and pay an additional
"nominal" sum in exchange for dismissal of the AA Litigation and a "smooth transition" of Metro -
flight from service as an American Eagle carriec10
Notwithstanding American Airlines' prior indications that it is not interested in such a settle-
ment, Debtor and the Committee believe that there are excellent reasons why American Airlines
should be prepared to resolve the AA Litigation on terms that would involve Metroflight's continuing
as an American Eagle carrier at D/FW Airport. For instance, as described in detail below, it appears
that American Airlines is presently considering the divestiture of its owned American Eagle carriers,
although Debtor does not have any first-hand knowledge of the reasons, if any, for such considerations
by American Airlines. It thus makes sense that American Airlines at some point may conclude that
there is no economic purpose in litigating to eliminate Metroffight as an American Eagle carrier,
especially in light of Metroflight's consistent, superior performance as an American Eagle, as further
described below.
Over the past several months, certain press reports have indicated that American Airlines is
considering a sale of its American Eagle carriers. Set forth on Schedule IV.C.1.b.1 hereto is a copy of a
news item that appeared in Commuter Regional Airline News (a trade publication) in October 1991, in
which Mr. Bob Martens, President of AMR Eagle (the American Airlines affiliate through which its
American Eagle carriers are owned), acknowledged that American Airlines has considered such sales.
Mr. Martens made his comments at the fall 1991 meeting of the Regional Airline Association. Also
included on this schedule is a more recent article appearing in the April 17, 1992, issue of Aviation
Daily/Regional Aviation regarding the same subject. Also included on this schedule is a story entitled
"American Looks At Selling Eagle," which appeared in the Fort Worth Star Telegram on Saturday,
May 16, 1992, and in the Houston Chronicle. That article reported that "[N]ow American [Airlines] is
contemplating selling all or part of its owned commuter carriers, in large part to avoid potential labor
cost problems." Robert Baker, American Airlines' Executive Vice President for Operations, was
quoted as saying, "We're constantly looking for better ways to do business. And relieving ourselves of
the ownership of the Eagle carriers, and thus the capital costs and the labor obligations associated
with that ownership, are things we talk about a lot. But we've made no definite decision to do anything
yet."
Regarding the quality of Metroffight's performance as an American Eagle, Metroflight became
the first American Eagle carrier when the program was initiated in 1984, and thus is the most
experienced such carrier. Metroffight's performance also consistently meets or exceeds the contractual
requirements in the American Service Agreements and in many cases is superior to that of the
American Eagle carriers owned by American Airlines.
One of the best measures of the carrier's performance is its reliability, measured by the percent-
age of scheduled flights actually completed. For the past 14 months, Metroffight's completion percent-
age has exceeded that of the American Eagle carriers owned by American Airlines, generally by a
significant margin. In addition, Metroffight's average completion rate for the thirteen (13) months
ended April 30, 1992 (since Debtor's filing for bankruptcy relief) is better than that of any of the other
American Eagle carriers. For that period, Metroffight's average completion rate was 98.2%, compared
to only 96.1% for the American Eagle carriers owned by American Airlines as a group. In fact, in both
March and April 1992, Metroflight's reliability exceeded that of American Airlines.
10 American Airlines disputes this characterization of the settlement discussions.
M
In addition, Metrofii.ghtis performance as an American Eagle carrier compares favorably in most
ogler respects with other Amencan Eagle carriers. In fact, for the first calendar quarter of 1992
American Airlines ranked Metroflight as the best American Eagle carrier based on field service
performance. Metroflight has exhibited superior performance in such areas as revenue conversions
(converting a passenger ticketed on another carrier to American Airlinesand passenger complaint
ratio.
c. Condition to Closing,
The Plan takes into account the AA Litigation in two ways. First. Closing pursuant to the Plan is
conditioned on a determination by the Court that the term of the American Service Agreements has
been extended through October 31. 2002. That determination may be made either as a result of
Confirmation of the Plan or in connection with the AA Litigation. Debtor believes that such a
determination in connection with Confirmation of the Plan would dispose of the same issues for
purposes of the AA Litigation. The Plan also deals with the adjudication of the remaining issues it'. the
AA Litigation.
d Adjudication under the Plan.
The Plan provides that the AA Litigation may be resolved either through adjudication on the
merits or through a settlement. The distributions on account of recoveries from the AA Litigation
vary, depending upon whether the matter is resolved through adjudication or settlement. As described
below, the settlement of the AA Litigation requires that certain conditions be met for the protection of
creditors, as well as existing equity interest holders of Metro Air.
Adjudication of the AA Litigation will be funded through the Litigation Fund. Metroflight and
Metro Air will each contribute $250,000 to this fund an the Effective Date. Because of procedural and
other variable factors associated with the AA Litigation, Debtor is unable to determine the eventual
costs or duration of the AA Litigation. However, additional monies required to pursue the AA Litiga-
tion will be funded in the discretion of the Metro Air Board of Directors from the Metro Air Plan
Account 1 see § V.E.3 of this Disclosure Statement ? in increments less than or equal to $500,000. These
monies will be disbursed from the Metro Air Plan Account. Additional monies may be disbursed only
upon complete depletion of the Litigation Fund. Any amount remaining in the Litigation Fund upon a
final resolution of the AA Litigation (whether by settlement or adjudication) would be distributed to
the Metro Air Plan Account, unless the AA Litigation is finally resolved prior to the depletion of the
initial $500.000 of the Litigation Fund. in which event any of the remaining amounts shall be
distributed 50% to Metroflight and 503 to the Metro Air Plan Account.
The Litigation Fund will be controlled by the Board of Directors of Metro Air and may be used
only to fund the continuation of the AA Litigation and the Brady Litigation (see § VE.3 of this
Disclosure Statement). Fees and expenses incurred in connection with the litigation will be paid in the
ordinary course of business as the fees and expenses become due and payable Metro Air will be
obligated to deliver a confidential monthly report to members of the Plan Committee and its counsel.
The report will set forth in reasonable detail (a; the remaining amount of such fund; (b) the date,
amount, recipient. and purpose of any disbursement therefrom; and (c) any material developments.
decisions, and negotiations in the AA Litigation.
Recoveries resulting from adjudication of the AA Litigation will be used first to pay any attorneys'
fees and costs (and establish reserves therefor), but only to the extent that the Litigation Fund has
insufficient amounts remaining. Next, the monies would be paid into the Metro Air Plan Account and
distributed as provided in 11 6.6.3 of the Plan (and described in § VE.3 of this Disclosure Statement)
until the Metro Air Notes and the BOLA Note have been paid in full. The remainder would then be
divided pro rata among holders of the Metroflight Notes until such notes have been paid in full. The
balance, if any, would be paid to Metro Air. The foregoing distribution scheme represents the result of
extensive negotiations among members of the Committee and between the Committee and Debtor.
25
The foregoing distribution would not apply if either the Metroflight Notes or the BofA Note was
in default of payment, or there was a substantial likelihood that there would be a default in payment
on such notes. If a default or a substantial likelihood of default should exist, the litigation recoveries
would be used to reduce pro rata the outstanding balance of each of the Metroflight Notes and the
BofA Note, but only to the extent of fifty -percent (50%) of the difference between the outstanding
balances of such promissory notes and the amount to which the holders of such notes would be
entitled to recover upon liquidation of Metroflight's assets. Once this amount had been paid, the
balance would be paid into the Metro Air Plan Account and distributed as provided in 11 6.6.3 of the
Plan and described in § V.E.3 of this Disclosure Statement. Any remaining balance after the payment
of the BofA Note and the Metro Air Notes would be used to reduce the Metroflight Notes, until each
such note had been paid in full. The remainder would be the property of Metro Air.
e. Settlement Under the Plan.
The Plan also provides for settlement of the AA Litigation. How settlement may occur and how
proceeds of settlement would be treated vary depending on (1) whether Metroflight continues to
operate as a subsidiary of Metro Air following consummation of the settlement, and (2) whether
provision is made for payment of the Metroflight Notes and the BofA Note in the event Metroffight is
not to so continue (or in the event Metroflight is in default of such obligations).
While the Plan provides that the Board of Directors will continue prosecution of the AA Litiga-
tion, special provision is made in the Plan for settlement of the AA Litigation at the direction of the
Metro Air Subcommittee of the Plan Committee. The Metro Air Subcommittee has authority to settle
the AA Litigation. However, any settlement may not impose any restriction or limitation on the right
of Metroflight to continue operations as an American Eagle carrier through October 31, 2002, unless
the Metroflight Subcommittee and the BofA Subcommittee both consent to such restriction or limita-
tion. In addition, the settlement may not provide for the Disposition of Metroflight unless
(a) American Airlines agrees to assume the remaining obligations under the Metroflight Notes and the
BofA Note pursuant to the Plan, (b) all of the Metroflight Notes and the BofA Note are paid in full
substantially contemporaneously with such settlement, or (c) the settlement provides for modifica-
tion, or assumption by a third party, of all of the Metroflight Notes and the BofA Note in a manner that
is approved by the Metroffight Subcommittee and the BofA Subcommittee, respectively. Any assump-
tion of the BofA Note and/or the Metroflight Notes may be subject to modification of such notes as
approved by the Metroffight Subcommittee and/or the BofA Subcommittee, as appropriate.
If there were to be a settlement of the AA Litigation involving a Disposition of Metroflight, the
provisions of the Call would become operable, and no settlement could occur until the Lead Class 16
Member has been provided an opportunity to exercise the Call. At that time, the Lead Class 16
Member would have the right to purchase all of the Metro Air Notes for the lesser of (a) 102% of the
Settlement Amount, or (b) the outstanding balance of the Metro Air Notes. The Call permits purchase
of the Metro Air Notes at any time for their outstanding balance. For further discussion see § VI.B.1.b.
of this Disclosure Statement. If the Lead Class 16 Member exercises the Call, the other members of
Class 16 have the right to participate in the purchase of the Metro Air Notes. The operation of the Call
is described in further detail in § VI.B.1.b of this Disclosure Statement.
The monies resulting from any settlement of the AA Litigation would be used first to pay fees and
expenses of the AA Litigation, but only to the extent there are insufficient monies remaining in the
Litigation Fund. Thereafter, the distribution from the proceeds of the settlement would depend on
whether there is a Disposition of Metroflight. A Disposition of Metroffight would occur if there were
(a) a sale of all or a substantial portion of Metroflight's assets, (b) a transfer, sale, or dilution of the
equity securities issued by Metroffight pursuant to the Plan, or (c) a cessation or substantial reduction
in the operations of Metroflight.
If the settlement does not provide for a Disposition of Metroffight, then the settlement proceeds
will be paid first into the Metro Air Plan Account and disbursed as provided in 116.6.3 of the Plan, and
described in § VE.3. of this Disclosure Statement. First, the Metro Air Notes and the BofA Note would
26
be paid, vnth any remaining amounts going to Metro Air Metroflight would continue to make
payments on the Metroflight Notes and BofA Note, unless such notes have been fully paid or assumed
as part of the settlement. Any assumption of the Bofh Note ardor the Metroflight Notes may be
subject to modification of such notes as approved by the Metroflight Subcommittee andor the BofA
Subcon•.mit.ee, as appropriate.
If the settlement did provide for a Disposition of Metroflight, then the settlement proceeds would
be divided first pro rata in reduction of the outstared:ng balances of the Metroflight Notes until all the
Metroflight Notes were paid in full. Any remaining monies would be used to reduce the outstanding
balance of the BOLA Note. After the payment of the BofA Note, any remaining proceeds would be
distributed to holders of New Metro Air Class A Common Stock until each holder had received $0.35
for each share of stock held. This distribution to New Metro Air Class A Common Stock would be in
satisfaction of the Settlement Payment Right. After such payments to holders of New Metro Air
Class A Common Stock, the monies would be paid pro rata to holders of the Metro Air Notes until such
notes were paid in full. Any remaining monies would be paid to Metro Air.
2. Brady Litigation.
Metro Air's former subsidiary, Metro Express, operated as a regional air carrier with a hub at
Atlanta. On February 7, 1991, Metro Express filed a voluntary petition for relief under Chapter 7 of
the Bankruptcy Code. Or. February 7, 1991. Henry C. Seals was appointed and is currently acting as
the Chapter 7 trustee of the Metro Express estate. Since his appointment, the trustee has been
liquidating the Metro Express estate's assets for the benefit of its creditors and equity owner. In the
Metro Express case, Metro Air asserts a Claim of $6,082,717.22 plus unliquidated damages estimated
at $2,200,000, and Metroflight asserts a Claim of $126,543 plus unliquidated damages estimated at
$200,000.
In November 1986, Metro Express and Metro Air brought an action against certain former key
employees and officers of Metro Express for breach of their duties to Metro Express. Metro Air and
Metro Express alleged that these employees and officers usurped certain corporate opportunities.
This matter was adjudicated in an action styled Phoenix Airlines Services, Inc., et al., v. Metro
Airlines, Inc.. et al., and resulted in a judgment in favor of Metro Air and Metro Express in excess of
$35,000,000. The defendants appealed the judgment and obtained a reversal of the judgment as to
damages. See Phoenix Airline Services L. Metro Airlines, 195 Ga. App. 120. 390 S.E.2d 129 (1989). On
certiorari to the Supreme Court of Georgia. the'udgment was reversed in its entirety. The Georgia
Supreme Court concluded that the claim was essentially a derivative action and that Metro Air, as a
snareholder of Metro Express. had not demonstrated a special and distinct in;ury from that of Metro
Express. For that reason, the court concluded that Metro Air, as a shareholder, was not a proper party
to the action. The court further concluded that a new trial would be required to assess damages
because the trial court's decision had not differentiated between damages to Metro Air and those to
Metro Express
The Metro Express trustee and Metro Air both believe that this cause of action constitutes a
valuable asset of the Metro Express estate and, therefore, the Metro Air estate. The relief sought in a
new trial will include compensatory damages, punitive damages and certain other relief including
possible imposition of a constructive trust upon the stock of Phoenix Airline Services, Inc., the entity
formed by the officers and key employees through which Metro Express alleges that corporate
opportunities were usurped.
The retnal of this action is presently docketed in Fulton County Superior Court as No. D37066.
Metro Express is represented by Smith, Gambrell & Russell. It may require in excess of $250,000 to
conduct a new trial, and the Metro Express trustee may not be able to commit the financial resources
to pursue this Etigatton. Metro Air has the resources necessary for prosecution of this litigation. As
the sole shareholder of Metro Express and as a holder of an $8.3 million claim against Metro Express,
Metro Air would benefit direct:y from the proceeds from the Brady Litigation. The Metro Express
27
a. .
trustee and Metro Air are negotiating an agreement by which Metro Air will pay for the prosecution of
this suit and share in the recoveries to an extent greater than it would be entitled to as a creditor and
shareholder of Metro Express. Under the Plan the monies required to pursue this litigation will be
paid from the Litigation Fund.
The proposed agreement between the Metro Express trustee and Metro Air requires the approval
of the Court. Once the parties reach an agreement, the Metro Express trustee and Metro Air will
pursue such approval. If approved by the Court, any recovery made in the Brady Litigation would be
paid to the estate of Metro Express, and the Metro Express trustee would be required to distribute the
proceeds in the following manner: proceeds from the Brady Litigation would be applied first to
establish a reserve to cover all costs incurred by Metro Air in completing prosecution and collection of
any judgment for which Metro Air has made no advance payment. Any excess proceeds would be
distributed as follows: (a) Metro Air would receive an amount equal to 150% of the aggregate of all
advances made by it to finance the Brady Litigation, (b) forty percent (40%) of any remaining proceeds
would be distributed to Metro Air, and (c) sixty percent (60%) of such remaining proceeds would be
retained by the Metro Express trustee and disbursed in accordance with § 726 of the Bankruptcy Code
or pursuant to an order of the Court in the Metro Express case. The recovery by Metro Air would be
substantially reduced if it breaches its funding obligations. As agreed among members of the Commit-
tee in connection with the extensive negotiations regarding formulation of the Plan, Metroflight will
not receive any proceeds from the Brady Litigation, although such litigation will be funded, in part, by
Metroflight through its contribution to the Litigation Fund.
Debtor believes that this sharing arrangement is reasonable under the circumstances and that
continued prosecution of the Brady Litigation will ultimately benefit the Metro Air estate and its
Creditors. Under the provisions of the Plan, these recoveries will be paid into the Metro Air Plan
Account and distributed therefrom as described in § YE .3 of this Disclosure Statement.
3. Other Litigation.
As indicated in Schedule IV.E.6 enclosed with this Disclosure Statement, in 1991, Trans World
Airlines, Inc. ("TWA") filed suit against Metro Air, Metro Northeast, and Northwest Airlines, Inc. in
New York state court. TWA alleges that Metro Northeast breached its commuter services agreement
with TWA, and that Metro and Northwest conspired to improperly terminate, and improperly inter-
fered with, Metro Northeast's service agreement with TWA. TWA had actual notice of the Case and
the deadline for filing a proof of claim in the Case based on such litigation. Because such deadline has
passed without the filing of a proof of claim by TWA, Debtor believes that any Claim TWA may have
had against Metro Air, or any other Debtor Entity, is time -barred. Howgver, m the event TWA is
permitted to assert and pursue a Claim in the Case, Metro Air will aggressively pursue the defense of
the above -described litigation with TWA.
D. MANAGEMENT OF DEBTOR
1. Board of Directors.
a. The Current Board of Directors of Metro Air.
The current Board of Directors of Metro Air is constituted as follows:
Name
Edmond A. Henderson ...........................
J.L.Seaborn....................................
Hal N. Carr ....................................
Robert A.Shuey,III ..............................
Mary Catherine Henderson .........................
Age
69
69
71
38
65
h. Election of Metro Air Board Under the Plan.
The Plan provides for changes in the Board of Directors of Metro Air. The Board of Directors shall
be comprised of nine 19) members. The initial nine 19) members shall be submitted to the Court by the
Plan proponents at the Confirmation Hearing for approval by the Court, and one such member will be
appointed by Owens-Illinois, Inc., a Class 7 Creditor.
Seven .7: of the nine .9: members shall serve until the first regularly scheduled shareholders'
meeting. At such meeting and thereafter seven :7,) members shall be elected for one-year terms or
until their successors are elected and qualified. Four '41 of such directors shall be elected by the
holders of New Metro Air Class A Common Stock and three 13) directors shall be elected by the holders
of New Metro Air Class B Common Stock The directors initially designated by holders of New Metro
Air Class A Common Stock shall nominate the slate of prospective directors to he presented by
management to holders of New Metro Air Class A Common Stock for election of replacement direc-
tors. The directors :nitialiy designated by holders of New Metro Air Class B Common Stock shall
ncminate the slate of prospective directors to be presented by management to holders of New Metro
Air Class B Common Stock for election of replacement directors.
Two directors serve for special terms The Place Eight Director will be initially nominated by
Owens-Illinois. Inc.. and shall serve until the earlier of the tenth regularly scheduled shareholders'
meeting after the Effective Date, or until the Series B Metro Air Notes are paid in full. whichever
occurs first. If a vacancy occurs in the position held by the Place 8 Director and Owens Illinois. Inc. is
still the holder of a Series B Metro Air Note, then Owens-Illinois, Inc. will be entitled to nominate two
potential replacements, and the replacement shall be chosen by the members of the Board of Directors
elected by holders of New Metro Air Class B Stock. If, at the time of such vacancy. Owens-Illinois, Inc.
does not hold a Series B Metro Air Note or shall decide not to nominate any successors. then the
holders of more than one-half of the dollar amount of then outstanding Series B Metro Air Notes
other than Owens-Illinois, Inc.; shall nominate two candidates to fill such vacancy, and the existing
board members elected by the holders of New Metro Air Class B Common Stock shall select one of
such two candidates. Once the initial term of the Place Eight Director expires, the Place Eight
Director shall have a term of one i 1) year and shall be elected by holders of the New Metro Air Class B
Common Stock. The candidate to be presented by management to the holders of New Metro Air
Class B Common Stock for election of the Place Eight Director shall be selected by the members of the
Board of Directors of Metro Air elected by the holders of New Metro Air Class B Common Stock.
The Place Nine Director's initial term shall expire upon the earlier of the fifth regularly scheduled
shareholders' meeting after the Effective Date or the full payment of the Series B Metro Air Notes. If a
vacancy shall occur prior to expiration of the initial term, then existing members of the Board of
Directors of Metro Air elected by the holders of the New Metro Air Class B Common Stock shall
nominate three candidates, and the existing members of the Board of Directors elected by holders of
New Metro Air Class A Common Stock shall select one 1l) of such three 13) candidates to fill such
vacancy. Once the initial term, of the Place Nine Director expires, the Place Nine Director shall have a
term of one 1 1) year and shall be elected by holders of New Metro Air Class A Common Stock. The
candidate to be presented by management to the holders of New Metro Air Class A Common Stock for
election of the Place Nine Director shall, until the Metro Air Notes are paid in full, be selected by the
members of the Board of Directors of Metro Air elected by holders of New Metro Air Class A Common
Stock from a slate of three '3) candidates nominated by the members of the Board of Directors of
Metro Air elected by holders of New Metro Air Series B Common Stock and, thereafter shall be
selected by directors elected by holders of the New Metro Air Series A Common Stock.
c. Election of Metroflight and Metro Leasing Boards of Directors.
After the Effective Date of the Plan, Metro Air, as sole shareholder of Metrofiight and Metro
Leasing, has authority under the governing by-laws to elect a new board of directors for each such
Debtor Entity. The board of directors for each Debtor Entity has authority to select the executive
officers for the company. Accordingly, the focus of control for all of the Debtor Entities is the Metro Air
board of directors. Selection of the Metro Air board of directors is discussed in the preceding § IVD.1 c
of this Disclosure Statement.
29
During the Debtor's history, certain members of the board of directors of Metro Air and other key
executive officers have served on the boards of directors for the other Debtor Entities. While consider-
ations of ease of corporate governance and convenience tend to favor this overlapping board member-
ship, Metro Air is not compelled to implement such overlapping membership after the Effective Date,
and it may choose to have a board of directors whose members are not identical to those on the boards
of directors of the other Debtor Entities.
d. Provisions Limiting Liability of Directors.
The Plan provides that Debtor's certificates of incorporation will be amended to provide for
mandatory indemnification and limitation of personal liability of members of their respective boards
of directors to the maximum extent permitted by the General Corporation Law of Delaware. (See
1 8.1.3 of the Plan.) Under Section 145 of the General Corporation Law of Delaware, a Delaware
corporation has the power to indemnify its directors, officers, employees, and agents in connection
with pending or completed actions, suits, or proceedings brought against them by a third party or in
the right of the corporation, by reason of the fact that they were or are such directors, officers,
employees, or agents, against expenses incurred in any such action, suit, or proceeding, provided that
they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best
interest of such corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful.
Section 102(b)(7) of the General Corporation Law of Delaware provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the
General Corporation Law of Delaware (relating to liability for unauthorized acquisitions or redemp-
tions of, or dividends on, capital stock), or (iv) for any transaction from which the director derived an
improper personal benefit.
2. Plan Committee and Subcommittees.
The Plan makes provision for dissolution of the Committee and its replacement by the Plan
Committee. The Plan Committee performs a number of functions under the Plan and is comprised of
three (3) Subcommittees. The BofA Subcommittee consists of one (1) person who represents the
interests of the holder of the BofA Note. The Metroflight Subcommittee represents the interests of the
holders of the Metroflight Notes. The Metro Air Subcommittee represents the interests of the holders
of the Metro Air Notes. The BofA Subcommittee is selected by the holder of the BofA Note. The
Metroflight Subcommittee has six (6) members, selected as follows: (a) one (1) member chosen by the
BAI Leasing Companies; (b) one (1) member chosen by the SAAB Leasing Companies; (c) one (1)
member chosen by ALPA (which member shall be a non -voting, ex officio member if ALPA is not a
Creditor on the Effective Date); (d) one (1) member chosen by Bank of America NT & SA; and (e) two
(2) members chosen by all remaining members of Class 9 on the Committee. The three -member Metro
Air Subcommittee includes one (1) person chosen by Owens-Illinois, Inc. (one of the largest Class 7
Creditors) and two (2) additional persons selected from among members of Class 8 on the Committee.
A decision by the Plan Committee is made on an affirmative vote of two of the three Subcommit-
tees, until there shall be less than the three Subcommittees. When there are less than three Subcom-
mittees, Plan Committee decisions require unanimous approval of the Subcommittees. A majority of
affirmative votes of members of any Subcommittee binds that Subcommittee.
The initial members of the Plan Committee will be selected by the Committee from among the
members of the Committee, and will be submitted to the Court for approval during the Confirmation
Hearing. If there were to be a vacancy on a Subcommittee, the successor thereto would be chosen in
accordance with the rules established by each Subcommittee.
Rill
Each Subcommittee has
the
right
to permit Metrotlight
or Metro Air
to incur debt subsequent to
the Effective Date to wh:ch
the
debt
represented
by that Subcommittee
will be subordinated.
The Metro Air Subcommittee has authority to settle the AA Litigation. subject to certain condi-
tions that are discussed in § TV.C. id. of this Disclosure Statement. The Plan Committee succeeds to all
rights of the Committee under the Plan. Thus, the Plan Committee wi;: succeed to the rights of the
Committee as a party :n any litigation, including the AA Litigation. upon the Effective Date Upon its
formation, the Plan Committee will he represented by She:nfeld. Maley & Kay. PC..
The Plan Committee shall cease to exist when each of the Subcommittees has ceased to exist. A
Subcommit'.t°e terminates when the debt represented by such Subcommittee has been fully paid. Each
member of a Subcommittee must be a holder of debt cr a representative of such a debt holder, except
ALPA, which shat: remain a non -voting member of the Metrofl:ght Subcommittee iso long as the
Metroflight Subcommittee is in existerao; after payment of its Claim or in the event it has no Claim on
the Effective Date.
3. ldentltr of Executive Officers.
a. Current Executive Officers.
The present executive officers of Metro Air, Metrofhght and Metro Leasing are as follows:
%ism
Edmond A Hendersor... .. .. . .
J. L. Seaborn .. .. . . .
Brian K. Miller .... .. ......... .
b. Anticipated Changes in Management.
Generally, the executive officers of each Debtor Entity serve for so long as the board of directors of
such Debtor Entity desires to continue their employment. At present. no executive officer has any
long-term employment agreement with Debtor other than the two-year agreement with Mr. J.L.
Seaborn described below. The Plan provides for a change in the board of directors of Metro Air i see
Disclosure Statement § 1VD,1.b ), and this will permit changes in the board of directors of Metroflight
and Metro Leasing; see Disclosure Statement § TVD.l.c). The board of directors for each Debtor Entity
may decide to change the management for such Debtor Entity. Because the board of directors for
Metro Air has not been selected, the intention to change executive management cannot be ascertained
at this time.
.W Posilions
69 Chairman of the Board of Metro Air;
Chairman of the Board of Metroflight;
Chairman of the Board of Metro
Leasing
69 President and Chief Operating Officer
of Metro Air; President avid Chief
Operating Officer of Metroflight;
President and Chief Operating Officer
of Metro Leasing
33 Senior Vice President. Chief Financial
Officer. Secretary and Treasurer of
Metro Air; Senior Vice President,
Chief Financial Officer. Secretary and
Treasurer of Metroffight; Nice
President, Secretary avid Treasurer of
Metro Leasing
Mr. J.L. Seaborn, who has served as president of Metro Air and was a founder of the company, has
announced that after the Effective Date, he will resign as president on February 28, 1993 or on the
date of the election of his successor, whichever is later. Mr. Seaborn will remain a member of the board
of directors of Metro Air and will serve for two 12) years at a salary of $150,000 per year in a capacity
that has yet to be made firal.
31
All executive management will be accountable to the board of directors of the Debtor Entity by
which such management is employed. As a result, the boards will have ultimate control over issues
such as compensation, including stock, bonus, options, and other incentive programs. While the Plan
reserves stock for the purpose of employee compensation, the board of each respective Debtor Entity
reserves the right to and will develop the criteria to be used for awarding this stock.
4. Salaries and Potential Stock Incentives.
The Board of Directors of Metro Air believe it is important to reward executives and key employ-
ees of Debtor Entities, as reorganized, for their contribution to the successful reorganization and to
induce them to continue in the employ of Debtor following confirmation of the Plan. Management
continuity is important to assure that Debtor, as reorganized, can fulfill all obligations to Creditors
and shareholders under the Plan.
The current annual base salaries of primary executive officers of Debtor are indicated below:
Name
Edmond A. Henderson
J. L. Seaborn
Brian K. Miller
Capacity
all officer positions
all officer positions
all officer positions
Salary
$1,200 per year
$200,000 per year
$104,500 per year
In addition, substantially all employees of Debtor participate in an incentive compensation
program based on Debtor's performance. Because of losses sustained in years prior to fiscal year 1992,
none of the primary executive officers were eligible for incentive compensation. As a result of Debtor's
profitable performance in fiscal year ended April 30, 1992, Messrs. Seaborn and Miller received
incentive compensation of $57,624 and $25,552, respectively, for such fiscal year, while Edmond A.
Henderson did not receive any such compensation.
E. PROSPECTIVE OPERATIONS
1. Projected Financial Information.
The projected financial information for Debtor is prepared on a proforma basis, assuming the
Effective Date of the Plan is August 31, 1992.
DEBTOR CAUTIONS THAT NO REPRESENTATION CAN BE MADE AS TO THE ABILITY
TO ACHIEVE THE PROJECTED RESULTS. MANY OF THE ASSUMPTIONS UPON WHICH
THESE PROJECTIONS ARE BASED ARE NOT DERIVED FROM HISTORICAL RESULTS AND
ARE SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTIES. IT IS
LIKELY THAT SOME ASSUMPTIONS WILL NOT MATERIALIZE BECAUSE OF UNANTICI-
PATED EVENTS AND CIRCUMSTANCES. ACCORDINGLY, THE ACTUAL RESULTS ACHIEVED
FOR ANY PROJECTION PERIOD ARE LIKELY TO VARY FROM THE PROJECTED RESULTS.
THE VARIATIONS MAY BE MATERIAL AND ADVERSE.
The projected and historical financial information attached hereto or enclosed herewith, as
Schedules include:
Schedule IV.EA A Projected Consolidated Opening Balance Sheet After Plan
Consummation as of August 31, 1992, based on the historical balance
sheet as of April 30, 1992 updated to reflect the effect of projected
activity between May 1, 1992 and the Effective Date (assumed to be
August 31, 1992), and reflecting the projected accounting effects of
the consummation of the Plan.
Schedule IV.E.2 Projected Consolidated Statements of Operations for the eight
months ending April 30, 1993 and for each of the five fiscal years in
the period ending April 30, 1998.
32
Schedule IVE.3 Projected Metroflight Cash Flow Statements for the eight rnanthe
end:ng April 30, 1993 and for each of the five fiscal years in the period
erd:ng April 30, 1998.
Schedule IV.E.a Projected Metro Air Plan Account Cash Flow Statements for the eight
months ending Apn] 30, 1993 and for each of the five fiscal years in
the period ending April 30. 1998.
Schedule IV.F.5 Projected Disbursements on the Effective Date.
Schedule IVE.6 Non-ecnsolidated Balance Sheets and Income Statements for the
fiscal years 1989, 1990. and 1991
The projected financ:al information has beer. prepared on the basis of generally accepted account-
ing principles parallel with those currently followed by Debtor except as noted in the assumptions that
accompany the attached Schedules The projected financial information should be read in conjunction
with the significant assumptions set forth below and with Debtor's audited consolidated financial
statements for the year ended April 30. 1992. The Form 10K for the year ended April 30, 1992 is set
forth on Schedule Ib'E.6 of this Disclosures Statement.
This projected F.nancial information presents the estimated financial position, results of opera•
tions and cash flows of Debtor for the periods shown, to the best of management's best estimation. as
of :he date of this Disclosure Statement. All balances and assumptions shown within the projections
were developed by management. Debtor's independent auditors have not examined or compiled the
financial projections presented herein and, accordingly, assume no responsibility for these projectinnh.
Debtor's operating budget for the fiscal year ending April 30. 1993 was used as the basis for the
projected financial statements with modifications for the effect of consummation of the Plan and
recognition of income taxes. See Schedule IV.E.2 attached hereto. p. 2. n.2. Debtor has actually
exceeded its budgeted financial performance for May 1992, the first month of fiscal year 1993.
Management does not intend to revise the projections solely to reflect circumstances existing
after the date of this Disclosure Statement or to reflect the occurrence of unanticipated events.
Management assumes no responsibility to advise users of the projections about any subsequent
changes. If actual results are lower than those shown or if the assumptions used in formulating the
projections are not realized. Debtor's operating results or cash flows may be adversely affected.
WHILE DEBTOR BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE PROJECTED
FINANCIAL INFORMATION FOR TIIE PROJECTION PERIOD, WHEN CONSIDERED ON AN
OVERALL BASIS. ARE REASONABLE IN LIGHT OF CURRENT CIRCUMSTANCES, NO ASSUR-
ANCE CAN BE GIVEN THAT THE PROJECTIONS WILL BE REALIZED. DEBTOR URGES THAT
THE UNDERLYING ASSUMPTIONS BE CAREFULLY CONSIDERED BY HOLDERS OF CLAIMS
AND INTERESTS IN DECIDING WHETHER TO ACCEPT OR REJECT THE PLAN.
2. Future Operations Assumptions
a Liquidation of Metro Air Assets,
Metro Air owns relatively few assets to be liquidated. The schedule, timing and projected proceeds
of ::quidation of those assets are set forth on Schedule WE 4 of this Disclosure Statement. The stock
of Metroflight and Metro Leasing will not be liquidated. unless a sale of Metroflight Stock occurs in a
settlement of the AA Litigation as described in § IVC.1.e of this Disclosure Statement. The cash of
Metro Air will require no liquidation. Some spare aircraft parts will be liquidated by sale to
Metroflight at the price paid for such parts by Metro Air, which is below list price for the parts. Other
spare aircraft parts will be liquidated by sale to third parties. (Metro Air purchased these spare parts
from the bankruptcy estate of Metro Northeast, after competitive bidding, in two separate transac-
tions within the last twelve months totalling $669,022 and $2,326,159, respectively. Metro Air's
purchases were approved by the Court and the bankruptcy court presiding in Metro Northeast's
33
bankruptcy case. Metro Air believes that its acquisition costs reflect current fair market value of these
parts.) No professionals will be engaged to accomplish this transaction, and this portion of the
liquidation will occur with virtually no expense.
The only remaining, substantial assets of Metro Air are causes of action and a promissory note
made by AAI. The promissory note from AAI will mature by its terms in 2001. The background
relating to this note is set forth in § IV.A.3.b of this Disclosure Sale. Management believes that any sale
of this promissory note would require a substantial discount of its face value. For this reason, the
liquidation forecast set forth on Schedule IV.E.4 includes only the quarterly interest payments due
under the note. The causes of action held by Metro Air are described in § W.C. of this Disclosure
Statement. Although Debtor believes these assets have significant value, the liquidation forecast set
forth on Schedule I ..E.4 has not included any amount of recovery because of Debtor's uncertainty
about the amount of recovery. Debtor believes each cause of action may provide recovery, and any such
recovery will result in an improvement of the distribution to creditors projected in this Disclosure
Statement.
The only remaining risk concerns the liquidation of the AAI promissory note and litigation
recoveries. In total, Schedule WE.4 projects recovery of $810,000 through 1998, which represents
24.8% of projected liquidation proceeds from Metro Air through 1998, and 11.8% of total distributions
available from the Metro Air Plan Account through 1998. A portion of the AAI promissory note is in
dispute (See § IV.A.3.b of this Disclosure Statement), and therefore all or some portion of this note may
not ultimately be collected.
If the liquidation of Metro Air assets results in reduced recoveries, then payments to members of
Class 5, Class 7 and Class 8 would be delayed and reduced. The Plan provides that Class 5 receives
payments from the Metro Air Plan Account and from Metrofiight. Class 7 and Class 8 only receive
payments from the Metro Air Plan Account under the Plan. Therefore, the impact on Class 7 and
Class 8 would be greater than the impact on Class 5 if liquidation recoveries fall below projected levels.
The Metro Air Plan Account has sources of revenue other than liquidation proceeds from Metro Air
assets. For this reason, a reduction or delay in liquidation proceeds would result in a delay or reduction
or distributions to Creditors in Class 5, Class 7 and Class 8. Based on the Schedule WE projection, the
Class 5 member would be repaid by 1998 if no liquidation proceeds from Metro Air assets were
received. With respect to Class 7 and Class 8, liquidation proceeds from Metro Air assets would
account for 19% of their total recoveries over a ten-year period based on approximately $4 million per
year contribution from Metroffight's operations from 1998 through 2002. In sum, the liquidation of
Metro Air assets constitutes a significant, but not the major, source of repayment for Creditors.
b. Operations of Metroflight.
Debtor has made a number of assumptions regarding the future operation of Metroflight. These
assumptions are set forth on Schedule IV.E.2 and Schedule IVE.3 hereof. These assumptions affect
both revenues and expenses from operation of Metroflight. The projections represent the opinion of
Debtor's management based on their understanding of Debtor's historical operations and industry
trends. Some of the specific assumptions are discussed below.
Traffic growth refers to the number of passengers carried by Metroflight. The FAA Annual
Forecast Report predicts an average growth rate of 6.5% per year during the year 1992 through 2003
in regional/commuter airline traffic. Debtor's management has estimated that the Debtor's service
area will grow at least as quickly as the national average during this period. However, in the attached
projections, Debtor's management has used an average traffic growth rate of 3% per annum for its
projections in an effort to be conservative and allow for the effects of increased competition.
Revenue passenger miles refers to the aggregate number of miles flown by paying passengers.
The FAA Annual Forecast Report predicts an average annual growth rate in revenue passenger miles
of 7.7% per year during 1992 through 2003. Debtor's management estimates that Debtor's service
34
area will grow
at least as quickly
as the national average
during this period. In the attached projec-
tions, Debtor's
management has
used an average annu;il
growth rate in revenue passenger miles of
3''i
Average passenger trip length refers to the average number of miles flown by one of the com-
pany's passengers. The FAA Annual Forecast Report estimates that the average passenger trip length
will increase 13' per annum from the period beginning 1992 and ending 2003. Deb'tor's management
has prepared its attached projections on the assumption that no increase in its average passenger trip
length occurs.
Load factor refers to the percentage of seats being occupied by revenue passengers. The FAA
Annual Forecast Report reports that for regional airlines, such as Metrofight. the 1991 average load
factor was 46.4"x, and that the load factor is expected to grow to 48.9q by the year 2003. Metroflight
has historically had a higher load factor because traffic and Metroflight's market share at the DFW
Airport hub have traditionally been very strong, and Metroflight has operated with a ph:osophy of
more frequent flights accomplished with smaller aircraft. In the attached projections. Debtor's man-
agemert has predicted that its load factor will decline slightly, beginning at 65.9"r in 1992 and ending
at 63.4' in 1998. This decline results from the projected increase in the average number of seats per
plane in the aircraft fleet to be operated during this period. Again, Debtor's management believes that
the assumption also reflects its conservative approach regarding growth in passenger miles.
Cost per available seat mile refers to the average cost of operating Metroflight for each available
seat mile of operation. Management has estimated Metroflight's future operating expenses based on
the company's histories] experience. In fiscal 1991. Metroflight operated at 20.1 cents per available
seat mile. In fiscal 1992, Metroflight operated at 19.2 cents per available seat mile. The reduction in
operating costs was attributable to unexpected fuel price inflation during the Persian Gulf War, which
took place during fiscal 1991. While certain other operating expenses actually rose during fiscal 1992,
the large reduction in fuel costs during fiscal 1992 more than offset other expense increases.
Metroflight intends to operate a fleet of aircraft that will increase in average number of seats
commencing in 1994 As the average number of seats per plane increases, the cost per available seat
mile will decrease, if al: other factors remain constant.
Debtor's management projects an increase of 4.7% per annum in cost per available seat mile in
fiscal 1993. This rate of increase reflects the approximate level of inflation for operating expenses of
regional airlines anticipated by Debtor's management. Commencing in 1994 through the 1998,
Debtor's management anticipates that its cost per available seat mile w-.11 remairi constant, because
inflationary pressure will be offset by an increase in the average seats per aircraft in Metroflight's
aircraft Eeet.
Yield refers to the amount of revenue received by airlines from their customers. Debtor's manage-
ment has estimated that yield will increase an average of one and one-half percent Cl .5'% : per annum
during the pro;ectior. period. Yield tends to be somewhat volatile, and does not necessarily increase or
decrease in a steady fashion. Debtor's management believes that at average increase of one and one-
half percent :15'U per annum is conservative relative to an overall estimated inflation rate of four
percent 14'Z t per annum assumed in Debtor's projections for expense increases.
Debtor's management has also assumed that Metroflight will operate as an American Eagle
carrier on economic terms substantially similar to those presently in place. While American Airlines
disputes that Debtor is entitled to so operate 'see § 1V.C.1 of this Disclosure Statement for a discus-
sion:, the Plan contains a condition requiring that Metroflight prevail in its dispute with American
Airlines, and thus will continue as an American Eagle carrier through October 31. 2002, before the
Plan may become effective. Therefore, this assumption must be true as of the commencement of the
Par.
The assumed charges in the composition of Metroflight's aircraft fleet are based on Debtor's
current long-range plan. and are consistent with the aircraft leases to be assumed pursuant to the
35
NraawruC.�r•tis
Plan. Although Debtor has no firm commitments to obtain additional aircraft, management believes
that such aircraft will be available on acceptable terms. (See § IV.B.2 of this Disclosure Statement for a
more complete discussion of these leases.)
The projections for Debtor's operations were prepared by Debtor's management, with no third
party assistance. Debtor's management has extensive experience in managing the business of Debtor
and, in connection therewith, estimating the future financial results of Debtor's operations. For a
further discussion of the identity of Debtor's management, refer to § IV.D.3 of this Disclosure
Statement.
Debtor believes that Net Operating Loss Carryforwards (NOL) and Tax Credits will be available
to Debtor after Confirmation of the Plan. Debtor plans to utilize its NOL of approximately $18.5 mil-
lion for regular tax purposes, and its Tax Credits, with the anticipation of improving and accelerating
returns to Creditors. Debtor's projected financial information reflects utilization of the NOL and the
Tax Credits. Article VII of this Disclosure Statement, however, discusses certain tax issues and tax
risks which may impact the amount and usability of NOL and Tax Credits.
Although Debtor believes that the assumptions set forth herein and in the Schedules appended
hereto are reasonable in light of the circumstances under which they were made, no assurances can be
given that the projections will be realized. Debtor urges that all of the assumptions described be
examined carefully by each holder of a Claim or Interest in evaluating the Plan. The presentation
contained in the schedules to this Disclosure Statement is not in full conformity with generally
accepted accounting principles or Securities and Exchange Commission interim reporting
requirements.
3. Employees.
Metroflight employs approximately 950 persons. Of this number, approximately 450 are covered
by collective bargaining agreements with ALPA, the International Transport Workers Union, and the
International Brotherhood of Teamsters. Metroffight is a party to three collective bargaining agree-
ments, none of which will be rejected under the Plan. The Pilots Agreement has been assumed. (For a
discussion of Metroflight's settlement of disputes with ALPA, see § IV.B.5 of this Disclosure State-
ment). The collective bargaining agreements with the International Transport Workers Union and
the International Brotherhood of Teamsters will not be rejected. Metroflight is currently observing its
collective bargaining agreement with the International Brotherhood of Teamsters as it applies to
Metroflight's mechanics prior to the merger with Chaparral. Metroffight has disputed a March 1992
certification by the National Mediation Board of the Teamsters as the representative of the mechanics
formerly employed by Chaparral Airlines, and disputes the application of the collective bargaining
agreement to this group of mechanics. Metroffight believes that its relations with its employees are
good. Neither Metro Air nor Metro Leasing has employees who are not also employees of Metroffight.
The Plan provides that 599,440 shares of New Metro Air Class B Common Stock be authorized for
issuance to employees of Metro Air and Metroffight, at the discretion of the board of directors of Metro
Air. These shares represent five percent (5%) of the authorized common stock of Metro Air from and
after the Effective Date. The portion of stock set aside for employees represents stock available to
provide appropriate incentives for key employees.
The purpose of these shares is to permit the board of directors of Metro Air to reward current or
future employees of Metro Air and Metroflight for their services. Decisions regarding to whom and
when, if ever, such stock will be issued will rest with the Metro Air board of directors. This board of
directors will be approved by the Court at the Confirmation Hearing. See § WD. Lb of this Disclosure
Statement for a further discussion of the selection of the Metro Air board of directors. Therefore, at
present, there can be no determination of whether any such distributions will be made, the identity of
recipients, and the method for determining the award of such stock.
4. Risk Factors.
The risks of achieving the pro,ected results set forth in the Schedules to this Disclosure State-
ment are the product of many variables that are inherent in Debtor's industry or common to reorgani-
zation cases. While it is impossible to descrihe all future and present risks that could negatively affect
the projections made, some of these risks are described below.
The particular circumstances of an individual holder of a Claim or Interest may significantly
affect the value or benefit such holder may derive from the Plan. Every holder of a Claim or Interest is
urged to read the Plan and the Disclosure Statement thoroughly and, in particular, to review the
information contained in the Debtors' Form 10-K for the year -ended Apnl30, 1992. enclosed herewith
as Schedule IVE.6. to analyze the impact of the Pan on such holder's particular situation with the
assistance of legal and financial counsel,
a. Liquidation Values of .Metro Air
Liquidation values of Metro Air assets may be less than assumed, and whether estimated values
can be achieved is uncertain. In addition. liquidation expenses may be higher than projected. with the
result of reducing Creditor recoveries
b. ,Metroflight Operations.
Metroflight's continued operations, which are projected to repay a substantial portion of the
debts, are also subject to numerous risks. Nearly all of Metroflight's revenues result from the Ameri-
can Service Agreements. The American Service Agreements will be assumed in accordance with the
Plan. and the Plan will not become effective unless the term of the American Service Agreements is
extended through and including October 31, 2002 by Final Order. Nevertheless, Metroflight must
meet certain performance requirements under the American Service Agreements to remain eligible to
serve as an American Eagle carrier. For example, if the American Service Agreements are extended
through October 31. 2002. Metro or Metroflight must pay American Airlines a one-time payment
under each agreement totalling $350,000. plus annual payments under each agreement totalling
$105,000 for each year that the extended agreements remain in effect, If Metrotiight were to materi-
ally default in the performance of these obligations, American Airlines might have the right to
terminate these agreements. The termination of these agreements would have a material and adverse
effect on Debtor.
Debtor's operating costs are subject to genera] inflationary pressures, Competition in the airline
industry may limit Debtor's ability to pass on increased costs through fare increases.
There is a high degree of operating risk inherent in the airline business. Fluctuation in the
number of passengers carried can have a magnified impact on profitability As a result, results for any
period are subject to material variations.
Metroflight typically experiences a seasonal decline in traffic in the fall and winter periods as a
result of decreases in both business and leisure travel. Historically, this decline has been between 10i#
and 15' from peak travel periods. This often results in third quarter operating losses and lower
fourth quarter operating results. In addition, Metroflight's operations are periodically affected by
inclement weather conditions, which may cause Debtor to cancel scheduled flights. These weather
conditions most frequently occur during the winter months. Thus, income for any given third and
fourth quarters is often significantly less than that of the first two fiscal quarters.
Fuel comprises
a significant
portion of Debtor's operating expenses. As occurred
during the
recent war in the
Persian Gulf,
fuel prices may rapidly escalate to the detriment
of Debtor's
profitability.
Metrofiight is dependent for a significant portion of its traffic on American Airlines. While
Metroffight believes American Airlines' financial condition is sound, many airlines have experienced
severe difficulties in recent years, and, should American suffer similar reversals, Metrofiight's profit-
ability would be adversely affected.
37
ao-1l�..:_
In addition to competition from other air carriers, Debtor competes with ground transportation,
primarily automobiles and buses. Debtor's ability to compete with ground transportation depends on
providing convenient service at reasonable rates. This competition, therefore, constitutes a limiting
factor on fares that may be charged.
Aspects of the airline industry are highly regulated, and therefore Debtor must continue to
comply with applicable regulations, including regulations under various provisions of the Federal
Aviation Act of 1958. This Act is administered by the Department of Transportation and the Federal
Aviation Administration. Numerous phases of these regulations affect Debtor's operations, including
certification and regulation of flight equipment and crews; qualification standards for personnel who
engage in flight, maintenance and operational activities; approval of flight training activities; and
enforcement of air safety standards and airport access rules set forth in such regulations. The Federal
Aviation Administration also has authority under the Noise Control Act of 1982 to monitor and
regulate aircraft engine noise. Aircraft operated by Debtor must also comply with emission standards
under the Clean Air Act of 1970. There is a likelihood of future regulations which may have significant
costs for compliance. The cost of complying with any future regulations may be substantial. For
example, Metroflight is presently installing TCAS on certain of its SAAB 340 aircraft in order to
comply with regulations which require such installation by December 31, 1993. At present, Metro -
flight has installed the TCAS equipment on five (5) of its SAAB 340 Aircraft. Because Metroflight can
obtain a loan for seventy-five percent (75%) of the cost to outfit half of its 26 -aircraft SAAB 340 fleet,
Metroflight's immediate cash expenditure will include the remaining twenty-five percent (25%) por-
tion of the improvements for the thirteen (13) aircraft financed and the eight (8) remaining aircraft.
The total cash expenditure for TCAS is expected to be $3,560,000, including the portion financed.
While Debtor's projections assume these and some similar costs, Debtor may not have made adequate
allowance for the cost of conforming to future regulations.
c. Capital Requirements.
The airline industry is highly capital intensive, and Metro Air relies upon debt for certain capital
requirements. At times in the past, the current portion of long-term debt has represented a significant
component of current liabilities and, as a result, Debtor often sustained a working capital deficit.
Debtor historically has financed working capital deficits, when necessary, with funds from operations
and available bank credit. The ability to obtain such credit is not certain. While the Plan provides each
Subcommittee with the opportunity to subordinate debt represented by such Subcommittee, there
can be no assurance that any such Subcommittee will choose to so subordinate. Regardless of whether
such Subcommittees would permit subordination, it is uncertain whether, or on what terms, future
debt financing would be available.
d. Limitations on Formation of Reserves.
If future debt financing were obtained, a lack of planning by Metroflight could result in the
Proceeds being paid to Creditors. The Plan provides that Excess Cash Flow must be paid to Creditors
annually until the Metroflight Notes, the BofA Note and the Metro Air Notes are paid in full. Because
the proceeds of such debt financing increase the Excess Cash Flow computation if such proceeds are
not disbursed prior to the close of the fiscal year, the proceeds may be used to pay such Creditors.
The calculation of Excess Cash Flow makes allowance for Required Reserves. One component of
Required Reserves is capital improvements. The permissible capital improvements are scheduled for
future years under the Plan. Thus, the Plan provides limitations on the ability to reserve for future
capital improvements. Debtor cannot foresee the precise levels of required capital improvements.
These capital improvements may result from causes beyond the control of Debtor, such as require-
ments by regulatory agencies, including the Federal Aviation Administration. As a result, the allow -
knee for capital improvements may be inadequate.
Even if the reserve for capital improvements proves adequate, there can be no certainty that the
level of reserves permitted under the Plan for other purposes shall be adequate under all future
circumstances. As a result. Debtor may find that it has insufficient cash resources to meet the
demands of future business operations, even though operations by Isletroflight produce substantial
cash flow.
e. Limitations on Transfer of Securities.
The securities issued under the Plan are restricted it. trading, as described in VI 4. and VI.B of
this Disclosure Statement. These limits on trading may adversely impact the value of these writ:es.
Even if these securities can be traded, there may not be a public market or readily available private
placement for these securities, and, therefore, their value would be adversely affected.
f Tax Lows.
The values and cash flows anticpated pursuant to the Plan include the impact of utilization by
the Debtor of the NOL and Tax Credits to offset taxes. Debtor believes that the projections accurately
reflect the amount and availability of NOL and Tax Credits under existing tax laws. Nevertheless, as
described in Article VII of this Disclosure Statement, there are certain tax risks associated with
Debtor's position. Moreover, current tax laws may subsequently change to the detriment of Debtor. If
Debtor's position as discussed in Article VII are incorrect or if future tax laws adversely affect Debtor,
then actual operating results could materially adversely vary from protected results.
g. Objections to Claims
Because objections to Claims may affect the amount of stock issued to members of Class 7 and
Class 8 there may be a delay in receipt of a portion of stock to be issued to such classes pursuant to the
Plan. Stock which would be issued absent an abjection to a particular Claim or interest will be
segregated pending a resolution of the objection. This stock will be distributed upon determination of
such disputed Claim or Interest, upon the earlier of the next regularly scheduled distribution or
resolution of each and every Claim to which an objection :a pending or anticipated. Therefore,
distribution of a portion of stock to be received by such members may be subject to potentially
substantial delays.
F. LIQUIDATION ANALYSIS
After consider.ng the effect that a Chapter 7 liquidation would have on the value of each Debtor
Entity, the adverse effect of a forced sale on the pnces of each Debtor Entity's assets, the adverse
impact on the business of the departure of Debtor's employees, and the delay in the distribution of
liquidation proceeds. Debtor has determined a probable "liquidation va'.ue" for each Debtor Entity.
Because Metroflight has operated profitably during the last six l6) fiscal years, Debtor believes that its
liquidation would destroy a substantial going concern value.
A liquidation analysis for Metro Air is attached hereto as Schedule IV:F.1. A liquidation analysis
for Metroflight is attached hereto as Schedule IV.F.2. A liquidation analysis for Metro Leasing is
attached hereto as Schedule IVF3.
Based
on the
foregoing assumptions and in
accordance with the attached liquidation analysis,
holders of
Claims
and Interests would receive
approximately the fol'.owing percentages of their
respective
Claims
upon liquidation:
Chas Na
DeeaiptVaa
1 Priority Claims
2 Professional Fee Claims
3 Tax Claims
4 Administrative Expense Claims
5 BofA Claim
6 Secured Claims iother than BofA Claim)
7 Metro Air General Unsecured Claims
39
Antkipiled Liquidation Recover}
1009
100%
1009
1009
9.749
1 o0'k
9.74r4
Cuss No.
Desedptioo
Anticipated Liquidation Recovery
8
Metro Air Bondholder Claims
9.74%
9
Metroflight General Unsecured Claims
20.66%
10
Metro Leasing General Unsecured Claims
Less than 1%
11A and
Convenience Class Claims (Claims less than
See classification Appli-
11B
$1,000 that are General Unsecured Claims
cable to larger Claims
against Metroflight or Metro Air (other than
Claims based on Metro Air Bonds) or Secured
Claims
12
Intercompany and Subordinated Metro Air
No recovery
Claims
13
Intercompany and Subordinated Metro -flight
No recovery
Claims
14
Intercompany and Subordinated Metro Leasing
No recovery
Claims
15
Holders of Metro Air Class A Common Stock
No recovery
16
Holders of Metro Air Class B Common Stock
No recovery
17
Holder of Metroflight Common Stock
No recovery
18
Holder of Metro Leasing Common Stock
No recovery
G. OTHER ALTERNATIVES TO THE PLAN.
Debtor believes that the Plan provides the best possibility of Creditor repayment and preserva-
tion of going concern value for all parties Creditors and Interest holders in interest. As discussed in
the preceding § IV.F of this Disclosure Statement, liquidation would provide a substantially lower
recovery to all Creditors than provided under the Plan. Further, liquidation fails to make use of the
going concern value of Metroflight. While it may be possible to locate purchasers for one or more
Debtor Entity, it is unlikely that any such purchaser would pay the value necessary to repay Creditors
to the extent provided in the Plan without resolution of the AA Litigation matters discussed in § WC
of this Disclosure Statement. For these reasons, Debtor believes the Plan provides for the maximum
recovery for Creditors in the shortest period of time.
V SUMMARY OF PLAN
THE FOLLOWING IS A BRIEF SUMMARY OF THE HIGHLIGHTS OF THE PLAN. HOLDERS OF
CLAIMS OR INTERESTS ARE URGED TO READ THIS DISCLOSURE STATEMENT AS WELL AS
THE PLAN, WHICH IS APPENDED TO THIS DISCLOSURE STATEMENT, IN FULL IN ORDER TO
FULLY UNDERSTAND THE PLAN. THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY
BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THIS DISCLOSURE
STATEMENT.
A. INTRODUCTION
The Plan is based on the premise that continued operation of Metroflight will produce sufficient
cash flow to pay Creditors of the three Debtor Entities in full overtime. The Plan, however, recognizes
that American Airlines disputes the right of Metroflight to continue as an American Eagle carrier
serving the Dallas -Fort Worth hub of American Airlines. Thus, it is a condition to Closing of the Plan
that the Court determine that Metroffight has the right to continue in such capacity through Octo-
ber 31, 2002.
The Plan also recognizes that, even after such a determination by the Court, it may be in the best
interest of Creditors to resolve existing litigation between Metro Air and Metroffight and American
M
Airimes )see § W.C.I. of this Disclosure Statement) in a manner such that Metroflight would not
continue as an A.^rerican Eagle earner through October 31, 2002. Thus, the Plan provides that the
Plan Committee may cause settlement of the AA Litigation on a basis which may include a Disposition
of Metroflight if certain rights of existing shareholders are satisfied ) i.e., the Call, see § VI.B lb. of this
Disclosure Statement; and the Settlement Payment Right, see § VI.B.2.a. of this Disclosure
Statement).
B. CLASSES OF CLAIMS
The Plan divides Claims against and Interests in Debtor into eighteen '18' Classes. Sched-
Ule V.B.1 to this Disclosure Statement sets forth Debtor's estimate of the Claims by class, and provides
an estimate of the total amount of Claims in each such class. Schedule IV.E.5 to this Disclosure
Statement provides Debtor's estimate of disbursements that will be made to classes as of the Effective
Date. Schedule IV.E.3 of this Disclosure Statement provides Debtor's estimate of future disburse-
ments to be made to classes under the Plan,
A brief description of these Classes contained in the Plan is set forth below. An estimate of the
dollar amount of the Claims in each class is set forth on Schedule V,B 1 hereto. These estimates are
based on proofs of claim filed in the Case and on Debtor's Schedule of Assets and Liabilities filed
shortly after commencement of the Case, and have been adjusted to omit duplicated Claims. allow for
anticipated resolution of certain disputed claims and reflect amendments to such schedules and
payments or other treatment of Claims directed by Court order. The actual amount of Claims in each
class may change significantly depending upon the amount of Claims filed with the Court and the
Claim objection process. Debtor does not believe that any such variation will adversely affect the
feasibility of the Plan.
1. Priority Claims (Class 1) Class 1 is comprised of Claims entitled to prority under
§ 507(a; of the Code, other than a Tax Claim, a Professional Fee Claim or an Administrative Expense
Claim. Among other things, this class includes payments owed to the United States Trustee pursuant
to 28 U.S.C. § 1930(a)i6), certain Claims for wages or employee benefit plans and consumer deposits.
Since Debtor was authorized at the commencement of the Case to pay most wage Claims, Debtor
believes there are few such Claims in this Class.
2. Professional Fee Claims (Class 2). Class 2 is comprised of Claims for the provisions of
services, or related disbursements, at or prior to Confirmation by persons employed by Debtor or the
Committee pursuant to §§ 327, 328 or 1103 of the Bankruptcy Code, and Claims asserted for fees or
expenses of an indenture trustee or a person making a substantial contribution in the Case pursuant
to § 503ib) of the Code Debtor, pursuant to Court order, has paid most Claims for professional fees on
a current basis. Since the commencement of the Case through June 30, 1992, Metro Air has paid
professional fees of $51,438 to counsel for Debtor, and $49,327 to other professionals whose retention
has been approved by the Court. During the same period. Metroflight has paid professional fees of
$525.571 to counsel for Debtor. $196,878 to counsel for the Committee, and $48,324 to other profes-
sionals whose retention has been approved by the Court.
3. Tax Claims 'Class 3). Class 3 is comprised of Tax Claims of governmental entities, whether
secured or unsecured, which, if unsecured, would be entitled to treatment pursuant § 507(a) 7) of the
Code. Metroflight has paid certain Class 3 Claims on a discounted basis pursuant to Court order.
4. Administrative Expense Claims (Class 4). Class 4 is comprised of Claims incurred in the
ordinary course of business during the Case, other than Professional Fee Claims. These Claims have
been and will be paid in the ordinary course of Debtor's business.
5. BofA Claim (Class Si. Class 5 is comprised of the Claim held by Bank of America, NT & SA.
evidenced by that certain promissory note and the related loan agreement dated March 30, 1989, and
secured by a pledge of all issued and outstanding shares of common stock of Metrofiight.
41
6. Secured Claims (Class 6). Class 6 is comprised of all Secured Claims, other than the BofA
Claim, which are secured by property of any Debtor Entity. Each Secured Claim will be treated as a
separate class within Class 6. Secured Claims are treated as secured to the extent of the value of the
property securing such Claim, unless the holder elects treatment pursuant to § 1111(b) of the Code, in
which event the amount of the Secured Claim is not limited to such value.
7. Metro Air General Unsecured Claims (Class 7). Class 7 is comprised of all unsecured Claims
in excess of $1,000 against Metro Air, other than the Claims arising from the Metro Air Bonds,
Intercompany Claims against Metro Air, and Claims against Metro Air subordinated pursuant to
§ 510(c) of the Bankruptcy Code.
8. Metro Air Bond Claims (Class 8). Class 8 is comprised of all Claims evidenced by the eight
and one-half percent (8½%) Convertible Subordinated Debentures issued pursuant to the Indenture
of Trust dated October 8, 1987.
9. Metroflight General Unsecured Claims (Class 9). Class 9 is comprised of all unsecured
Claims in excess of $1,000 against Metroflight, other than Intercompany Claims against Metroflight
and Claims of Metroflight subordinated pursuant to § 510(c) of the Bankruptcy Code.
10. Metro Leasing General Unsecured Claims (Class 10). Class 10 is comprised of all un-
secured Claims against Metro Leasing, other than Intercompany Claims against Metro Leasing and
Claims against Metro Leasing subordinated pursuant to § 510(c) of the Bankruptcy Code.
11. Convenience Class Claims (Classes 11A and 11B). Class 11 is comprised of two classes of
Claims of $1,000 or less against Metroflight (Class 11A) or Metro Air (Class 11B), other than Claims
evidenced by the Metro Air Bonds, including Class 6, Class 7 and Class 9 Claims voluntarily reduced
by the holder thereof to $1,000.
12. Subordinated and Intercompany Claims Against Metro Air (Class 12). Class 12 is com-
prised of unsecured Claims against Metro Air which are subordinated to other Claims in accordance
with § 510(c) of the Bankruptcy Code, and Intercompany Claims against Metro Air.
13. Subordinated and Intercompany Claims Against Metroflight (Class 13). Class 13 is com-
prised of unsecured Claims against Metroflight which are subordinated pursuant to § 510(c) of the
Bankruptcy Code, and Intercompany Claims against Metroflight.
14. Subordinated and Intercompany Claims Against Metro Leasing (Class 14). Class 14 is
comprised of unsecured Claims against Metro Leasing which are subordinated pursuant to § 510(c) of
the Bankruptcy Code, and Intercompany Claims Metro Leasing.
15. Metro Air Common Stock (Class 15). Class 15 is comprised of the Interests of holders of
Metro Air Class A Common Stock.
16. Metro Air Class B Common Stock (Class 16). Class 16 is comprised of the Interests of
holders of Metro Air Class B Common Stock.
17. Metroflight Common Stock (Class 17). Class 17 is comprised of the interests of Metro Air,
as the holder of the common stock of Metroflight.
18. Metro Leasing Common Stock (Class 18). Class 18 is comprised of the Interests of Metro
Air, as the holder of the common stock of Metro Leasing.
No asserted Claim or Interest will be included in the foregoing classes and treated as described
below unless it has been allowed. A Claim or Interest will be deemed allowed unless objected to by
Debtor, the Committee, or another party in interest. Any such party may challenge the extent, validity,
or priority of any Claim or any lien that secures a Claim, seek subordination of any claim pursuant to
§ 510(c) of the Bankruptcy Code, or otherwise challenge the allowability of any Claim or Interest.
42
Upon avoidance of any lien or subordination of any Claim. a Claim shall be reclassified as described
above. The holders of a Claim or Interest which is disallowed will receive nothing under the Plan. For a
further discussion of objections to Claims and allowance, see § 11:B.S. of this Disclosure Statement.
Any Claim which may be asserted against more than one Debtor Entity will be treated as if it were
only a Clain against a single Debtor Entity. If a Claim may be asserted against Metroflight and either
Metro Air or Metro Leasing, then it will be treated as if it were only a Claim against Metroflight. If a
Claim may be asserted against Metro Air and Metro Leasing, it will be treated as a Claim only against
Metro Air. These provisions are intended to avoid the assertion of multiple Claims against more than
one Debtor Entity arising from a single basis or transaction, and to avoid double payment of the same
Claim.
Confirmation of the Plan will revest property of Debtor, as debtor -in -possession, in Metro Air,
Metroflight and Metro Leasing, as appropriate. free of any pre-existing liens or encumbrances, except
to the extent such liens and encumbrances are preserved pursuant to the Plan,
A Claim or Interest is classified in a particular Class only if it fits within the description of that
Class. If a Claim or Interest qualifies partially within the descrption of one Class and partially within
another Class, the Claim or Interest will be classified in such different classes to the extent
appropriate.
Pursuant to § 1123:a:' 1) of the Bankruptcy Code, the Plan may not place in classes for purposes of
voting or :mpairnent Claims that are entitled to pnority pursuant to §§ 507ta)(1), 5071a):2'. or
507(a a 7'1 of the Bankruptcy Code. Because certain of these Claims are included within the definitional
provisions of Class 1, Class 2. Class 3 and Class 4, such Claims are deemed by the Plan to be classified
for convenience only. and not within the meaning of § 1123:a:i 1) of the Bankruptcy Code. In addition.
Class 6 constitutes multiple classes, such that each Secured Claim therein, shall constitute a separate
class for purposes of §§ 1122(ai and 1129 of the Bankruptcy Code, and shall each be treated separately
pursuant to 1 4.6 of the Plan.
C. IMPAIRMENT OF CLAIMS AND INTERESTS
The Plan impairs the following classes of Claims and Interests:
BofA Claim
Metro Air General Unsecured Claims
Metro Air Bondholder Claims
Metroflight General Unsecured Claims
Metro Leasing General Unsecured Claims
Metro Air Subordinated and Intercompany Claims
Metroflight Subordinated and Intercompany Claims
Metro Air Subordinated and Intercompany Claims
Metro Air Class A Common Stock
Metro Air Class B Common Stock
43
Class
5
Class
7
Class
8
Class
9
Class
10
Crass
12
Class
13
Class 14
Class 15
Class 16
I- i.i.h..7F-S'
The Plan does not impair the following Classes of Claims and Interests:
Priority Claims
Professional Fee Claims
Tax Claims
Administrative Expense Claims
Secured Claims (other than BofA)
Convenience Class Claims
Metrofiight Common Stock Interests
Metro Leasing Common Stock Interests
Class 1
Class 2
Class 3
Class
4
Class
6
Class
11A
Class
11B
Class
17
Class
18
Only Claims and Interests that are impaired may vote on the Plan. A Claim or Interest is not
impaired if it leaves unaltered the legal, equitable, and contractual rights to which such Claim or
Interest entitles the holder thereof. A Claim or Interest will not be impaired if the Plan provides for
cure of existing defaults and reinstatement. Finally, a Claim or Interest will not be impaired if the
holder receives cash equal to the allowed amount of the Claim, or cash equal to either the fixed
liquidation preference or redemption preference of the Interest.
D. TREATMENT OF CLAIMS AND INTERESTS
A discussion of the principal provisions of the Plan as they relate to the treatment of classes of
allowed Claims and Interests is set forth below. Schedule VB.1 to this Disclosure Statement sets forth
Debtor's estimate of the Claims by class, and provides an estimate of the total amount of Claims in
each such class. Schedule IVE.5 to this Disclosure Statement provides Debtor's estimate of disburse-
ments that will be made to classes as of the Effective Date. Schedule IV.E.3 to this Disclosure
Statement provides Debtor's estimate of future disbursements to be made to classes under the Plan.
Treatment of Claims and Interests under the Plan is in full satisfaction of such Claims and
Interests, and except as expressly provided in the Plan, all Claims against, and Interests in, Debtor
will be discharged and of no further force and effect, and consideration provided in the Plan will be
substituted therefor upon Confirmation of the Plan.
1. Priority Claims. (Class 1) Creditors holding Priority Claims will receive cash in full pay-
ment of their Claims as soon as practicable after Closing.
2. Professional Fee Claims. (Class 2) Professional Fee Claims which are incurred as of Confir-
mation and allowed by the Court pursuant to § 330 of the Bankruptcy Code will be paid in full in cash
as soon as practicable after Closing.
3. Tax Claims. (Class 3) Debtor may elect to treat Class 3 Claims by payment in cash and in
full as soon as practicable after Closing, or by making consecutive quarterly payments of principal and
interest at the Reference Rate or such other rate as the Court may fix. Such quarterly payments will
be in an amount sufficient to amortize any such Tax Claim over a number of quarters not to exceed six
(6) years from the date of assessment of the tax. Debtor may also prepay, at its option, any Class 3
Claim without penalty, or may satisfy any Class 3 Claim on different, less advantageous terms to
which the holder of the Claim, Debtor and the Committee may agree.
4. Administrative Expense Claims. (Class 4) Administrative Expense Claims will be paid in
cash as the Claims become due and payable in the ordinary course of Debtor's businesses.
5. BofA Claim. (Class 5) BofA will receive the BofA Note, which will be in an original principal
amount equal to the BofA Claim. The terms of the BofA Note are described in § VI.B.1.a. of this
Disclosure Statement.
CT
6. Secured Claims ;Class 6! Each Creditor holding a Class 6 Claim will receive treatment such
that such Claim will be unimpaired, or will receive its collateral in full satisfaction of such Secured
Clam, or will receive such other treatment as such Creditor. Debtor and the Committee may agree
upon. Each Creditor holding a Class 6 Claim may elect to waive its collateral rights and reduce its
Class 6 Claim to $1,000. and receive payment in cash as soon as practicable after the Closing as a
Clams 11A or Class 11B Creditor, as the case may be.
7. Meiro.4ir Unsecured Claims and Metro Air Bondholder Claims. Class 7 and Class 8) Each
holder of a Clam 7 or Class 6 Claim will receive on account of such Claim: 'al a Metro Air Note in the
principal amount of such Creditor's Class 7 or Class 8 Claim, and (b, a portion of the New Metro Air
Class B Common Stock. As described below, a total of 5,275.073 shares of New Metro Air Class B
Common Stock will be distributed to holders of Class 7 and Class 8 Claims. The terms of the Metro Air
Notes are described in § VLB.1.b. of this Disclosure Statement. The distribution of New Metro Air
Class B Common Stock among holders of Class 7 and Class 8 Claims will be determined in three steps
First, each Creditor holding a Class 8 Claim will receive a portion of such stock that bears the some
proportion to 5.275,073 shares as such Creditor's Class 8 Claim bears to the sum of all Class 7 avid
Class 8 Claims. In the second step. Class 8 Creditors will divide pro rata among themselves 77 l of the
difference between ,.5.275,073 shares and the amount distributed to Class 8 Creditors to accordance
with the first step. In the third step, the shares remaining after distribution under step 1 and step 2
will be divided pro rata among Creditors having Class 7 Claims. The 5275.073 shares to be distributed
to members of Class 7 and Class 8 will represent 441' of all authorized common shares of stock of
Metro Air, The New Metro Air Class B Common Stock is described in § VI.B.2.h. of this Disclosure
Statement. The Metro Air Notes and the New Metro Air Class B Common Stock will be subject to
restrictions on transfer.
8. Metroftight Unsecured Claims. :Class 9) Each Creditor having a Class 9 Claim may elect to
reduce its Claim to £1,000, which Claim would then be treated as a Class 11 Claim and receive cash
payment as soon as practicable after Closing. Alternatively, a Creditor holding a Class 9 Claim may
elect to receive 50 n of its Claim in cash as soon as practicable after the Closing. Any Creditor having a
Class 9 Claim that does not elect either to reduce its Claim to $1,000 or accept the 50W% payment
described above, will receive an initial cash payment, plus a Metroflight Note, which collectively equal
100'F of its Class 9 Clam. A Can 9 Creditor should never elect to reduce its Class 9 Claim to $1.000 if
its Class 9 Claim exceeds $2,000, because the election to receive the fifty percent 1 50 i cash payment
would produce a greater recovery. The projected disbursements on the Effective Date set forth on
Schedule IVE.5 include an assumption that holders of two million dollars :$2,000,0001 in Class 9
Claims elect to receive fifty percent I50' t cash or. the Effective Date. Assuming this occurs, a
remaining Class 9 member would not receive any cash an the Effective Date. but would receive a
Metrofligh: Note in the full amount of its Claim.
The terms of the Metroflight Notes are described in § VI.B.l.c. of this Disclosure Statement. The
initial payment to be distributed to the holders of Class 9 Claims would be determined by reducing the
cash held by Metroflight upon Confirmation by the amount of al payments required as soon as
practicable under the Plan, (b) money required to establish the Litigation Fund under the Plan. and
(c] Required Reserves (operating reserves for Metroflight). The available amount of cash would be
distributed pro rata among the holders of Class 9 Claims not electing other treatment.
9. Metro Leasing Unsecured Claims. ;Class 101 A Creditor holding a Metro Leasing Unsecured
Claim will receive one percent 11'k ) of the amount of such Claim :n cash as soon as practicable after
Closing.
10. Convenience Class Claims. Classes 11A and 11B) Creditors of Metroflight and Metro Air
holding Unsecured Claims (other than Metro Air Bond Claims) :ass than $1,000 :and Class 7 and
Class 9 Creditors that reduce their Claims to $1,0001 will receive full payment of such Claims in cash
as soon as practicable after Closing.
45
11. Intercompany and Subordinated Metro Air Claims. (Class 12) Each Creditor holding a
Class 12 Claim will receive a Metro Air Note in the principal amount of one -tenth of one percent ('ho%)
of such Creditor's Class 12 Claim. Metro Air Notes are described in § VI.B.1.b. of this Disclosure
Statement.
12. Intercompany and Subordinated Metroflight Claims. (Class 13) Each Creditor holding a
Class 13 Claim will receive a Metroffight Note in the principal amount of one -tenth of one percent
(Vio%) of such Creditor's Class 13 Claim. Metroflight Notes are described in § VI.B.1.c. of this Disclo-
sure Statement.
13. Intercompany and Subordinated Metro Leasing Claims. (Class 14) Each Creditor holding
a Class 14 Claim will receive in cash as soon practicable after Closing an amount equal to one -
hundredth of one percent (Vi00%) of such Creditor's Class 14 Claim in full and complete satisfaction of
such Claim.
14. Holders of Metro Air Class A and Class B Common Stock. (Class 15 and Class 16) Each
holder of Metro Air Class A Common Stock or Metro Air Class B Common Stock will receive one share
of New Metro Air Class A Common Stock for each share of existing common stock. The New Metro Air
Class A Common Stock will be subject to restrictions on transfer. The New Metro Air Class A Common
Stock is described in § VI.B.2.a. of this Disclosure Statement. The New Metro Air Class A Common
Stock will constitute fifty-one percent (51%) of the authorized common shares of stock of Metro Air.
Interest holders who held Metro Air Class B Common Stock as of the commencement of the Case will
also have a right to participate in the Call, if the Call is exercised by the Lead Class 16 Member. The
Call is described in § VI.B.1.b. of this Disclosure Statement. Under the Call, the Lead Class 16 Member
may purchase all outstanding Metro Air Notes (a) at any time prior to a settlement of the AA Litiga-
tion that results in Disposition of Metroflight, for the outstanding principal plus accrued interest, and
(b) at the time of a proposed settlement of the AA Litigation, if such settlement provides for a
Disposition of Metroffight, for the lesser of (y) outstanding principal plus accrued interest, or (z) 102%
of the Settlement Amount. If the Call is exercised by the Lead Class 16 Member, the other members of
Class 16 will have a right to participate in the acquisition of the Metro Air Notes.
15. Holder of the Metroflight Stock. (Class 17) Metro Air, as the holder of the Metroffight
Common Stock, will retain the Metroflight Common Stock, which will continue to be subject to a
pledge in favor of the holder of the BofA Note, as described in § VI.B.2.c. of this Disclosure Statement,
and to the restrictions on transfer described in § VI.B.2 of this Disclosure Statement. According to a
report prepared by Bear, Stearns and Company dated September 22, 1989, the value of Metro DFW,
now Metroflight, at that time was between $60 and $70 million. However, Debtor believes that such
report may be outdated. Alternatively, the value of the Metroflight Stock, as measured by ten times
Metroflight's pretax earnings for the fiscal year ended April 30, 1992, is approximately $50 million.
The outcome of the AA Litigation may affect the value of the Metroffight Stock.
16. Holder of the Metro Leasing Common Stock. (Class 18) Metro Air, as the holder of the
Metro Leasing Common Stock, will retain Metro Leasing Common Stock, as described in §VI.B.2.d. of
this Disclosure Statement which will be subject to the restrictions on transfer described in § VI.B.2 of
this Disclosure Statement.
The treatment afforded Claims and Interests under the Plan is deemed to fulfill, among other
things, the requirements for treatment of Claims subordinated pursuant to § 510(c) of the Bankruptcy
Code, and will further be considered to have given effect to any party's contractual rights to subordi-
nation of others Claims or Interests, and such contractual rights will not survive Confirmation. A
person who satisfies in full or in part a Claim will be subrogated, to the extent of such satisfaction, to
the treatment due to the holder of such Claim pursuant to the Plan at the time of such satisfaction and
to the extent permitted by law. The foregoing treatment of Claims will not serve to release, compro-
mise, waive or discharge any rights or claims which the holder of such Claim may have against an
entity that is not a Debtor Entity. The Plan prohibits issuance of fractional shares of stock and
provides that Debtor need not make any distribution of less than $5.00.
MO
E. IMPLEMENTATION OF THE PLAN
1. ('ondtions to the Plan. Closing is conditioned upon (1) entry by the Court of an order
cor.firming the Plan, and 12) the determination by the Court that Metroflight has the right to serve as
ax: American Eagle carrier for American Airlines through October 31, 2002, that the American Service
Agreements are in full force and effect and that the consummation of the transactions provided for
under the Plan will not constitute a failure or default under the Amencan Service Agreements. In the
event :he two conditions are satisfied, the Plan will be consummated at Closing.
2. Closing Date and Effective Date. The date of Closing under the Plan will be the date not less
than fifteen (l5 days and not more thar. twenty (20) days after the date on which the conditions to the
Plan have been satisfied. The proponents of the Plan anticipate that the Plan will become effective
approximately twenty (20) days after entry of the Confirmation Order. The day Closing is completed is
the Effective Date. At Closing, all debt and equity instruments described in the Plan will be issued,
and the Metro Air Notes Trust Indenture and the Metroflight Notes Trust Indenture will be executed
and delivered.
Prior to the time of the Closing, Debtor must file with the Secretary of State of Delaware an
amendment to the Articles of Incorporation of Metro Air to accomplish the transactions contemplated
by the Plan. The by-laws of each Debtor Entity will be amended to conform with the provisions of the
Plan. The content of such amendments is described in the Plan.
3. Metro Air Plan Account. As soon as practicable after the Effective Date, Metro Air will
establish the Metro Air Plan Account This account will be maintained with a federally -insured
depository and will be used to make disbursements in accordance with the Plan. Metro Air will deposit
into the Plan Account the proceeds of liquidation of the Metro Air assets, together with recoveries
from actions asserted in the Brady Litigation and. to the extent described in § IVC.1. of this Disclosure
Statement., from the AA Litigation. For a discussion of liquidation of Metro Air assets, refer to
§ 1V.E.2,a of this Disclosure Statement,)
The proceeds from the liquidation in the Metro Air Plan Account, will be used first to pay
liquidation expenses and operating expenses of Metro Air. Prior to a Default Date, Metro Air will
disburse all remaining monies from the Metro Air Plan Account at the discretion of the Board of
Directors of Metro Air. After a Default Date such distributions may be made by the Metro Air Board of
Directors or caused by the BofA Subcommittee. The Metro Air Board of Directors will determine when
and whether to disburse from the Metro Air Plan Account in their business;udgment. All disburse-
ments from the Metro Air Plan Account are made in the order provided in the Plan. The first
distribution from the Metro Air Plan Account will be the sum of $250,000 to fund the Litigation Fund.
Additional distributions may be made into the Litigation Fund after depletion of existing amounts in
the Litigation Fund. The second distribution from the Metro Air Plan Account will be for the payment
of the Metro Air Special Expenses.
The parties to wham additional distributions from the Metro Air Plan Account would be made
will depend on whether the Default Date has occurred. The Default Date generally occurs when
certain operational standards are not met, or upon a default under the BofA Note or the Metroflight
Notes, or on the date when Metroflight no longer has the right w serve as an American Eagle carrier
through October 31, 2002, unless such right ceases by virtue of a settlement of the AA Litigation as
provided in the Plan.
Prior to a Default Date, amounts distributed will be paid first to holders of the Metro Air Notes
until such holders have received $575,000 during the current Distribution Period a one year period
running from the Effective Date or any anniversary thereofl. After a Default Date has occurred, this
initial $575,000 payment will not occur.
Monies distributed from the Metro Air Plan Account in excess of the initial $575,000 or after a
Default Date will be distributed as follows:
47
Metro Air will disburse from the Metro Air Plan Account all monies authorized for distribu.
tion as follows: (A) during the first Distribution Period any amount up to and including five
million dollars ($5,000,000) will be divided sixty-one percent (61%) in reduction of the BofA
Note, nine percent (9%) in prorata reduction of the Series A Metro Air Notes and thirt)
percent (30%) in prorata reduction of the Series B Metro Air Notes; all distributions in excel:
of five million dollars ($5,000,000) will be divided seventy-one percent (71%) in reduction o1
the BofA Note, and twenty-nine percent (29%) in prorata reduction of the Series B Metro Air
Notes; (B) during the second Distribution Period, any amount up to and including five million
dollars ($5,000,000) will be divided fifty-nine percent (59%) in reduction of the BofA Note,
eleven percent (11%) in prorata reduction of the Series A Metro Air Notes, and thirty percent
(30%) in prorata reduction of the Series B Metro Air Notes; all distributions in excess of five
million dollars will be divided seventy percent (70%) in reduction of the BofA Note and thirty
percent (30%) in prorata reduction of the Series B Metro Air Notes, and (C) during the third
and subsequent Distribution Periods, any amount up to and including five million dollars
($5,000,000) will be divided fifty-six percent (56%) in reduction of the BofA Note, fourteen
percent (14%) in prorata reduction of the Series A Metro Air Notes, and thirty percent (30%)
in prorata reduction of the Series B Metro Air Notes; all distributions in excess of five million
dollars ($5,000,000) during any such Distribution Period will be divided sixty-seven percent
(67%) in reduction of the BofA Note, three percent (3%) in prorata reduction of the Series A
Metro Air Notes and thirty percent (30%) in prorata reduction of the Series B Metro Air
Notes. However, after the BofA Note has been paid in full, or assumed pursuant to a
settlement, all future distributions from the Metro Air Plan Account in excess of the distribu-
tions described above shall be made prorate in reduction of the Metro Air Notes.
The nature of the monies distributed to Class S members on account of their Metro Air Notes may
be treated differently if the aggregate distributions from the Metro Air Plan Account are less than
$2,975,000 at the time the liquidation of the assets of Metro Air is completed. If this condition occurs,
payments made from the Metro Air Plan Account up to the amount of $574,000 per Distribution
Period will be credited against amounts otherwise paid or payable from the Metro Air Plan Account to
Class 8 members.
The liquidation of any Debtor Entity must be conducted in the manner which preserves to the
greatest extent possible any going concern value of any Debtor Entity. Debtor may engage various
professionals in order to accomplish this goal.
4. Effect of Discharge and Debtor Releases. Debtor acknowledges in 1 2.10 of the Plan the
limitation on release of third parties by the Plan. Generally, under § 524(e) of the Bankruptcy Code, a
discharge of a debt of the debtor does not affect the liability of any third party with respect to that
debt. In 16.10 of the Plan, the Committee and Debtor each release their respective claims and causes
of action, if any, against the other and their respective professionals arising out of such parties'
participation in the Case. The Committee and Debtor have granted a reciprocal release to assure
continued good relations between the parties. The reciprocal release in 11 6.10 of the Plan does not
countervail, and is not intended to nullify, 1 2.10 of the Plan or § 524(e) of the Code.
VI. SECURITIES MATTERS
A. OWNERSHIP AND RESALE OF SECURITIES ISSUED PURSUANT TO THE PLAN
The securities issued pursuant to the Plan will not be registered under the Securities Act of 1933
or under any state or local securities laws. Issuance will occur in reliance upon the exemption from
registration contained in § 1145 of the Bankruptcy Code. The two indentures issued pursuant to the
Plan which are required to be qualified by the Securities and Exchange Commission under the Trust
Indenture Act of 1939 will be so qualified. The Trust Indenture Act provides rules for dealing with the
qualification of an indenture and governance of the securities covered by such indenture; indepen-
dence of the trustee designated thereunder; various standards with respect to the eligibility and
disqualification of trustees i to be incorporated in the indenture); and other provisions required to be
incorporated into indentures. In addition, the indenture trastee and the obligor (Metroflight and/or
Metro Mn must file certain reports,
Section :145 of the Bankruptcy Code provides that. notwithstanding the provisions of the Secur-
ttv Act of 1933, unless a holder of securities issued pursuant to the Plan is an "underwriter" with
respect to such securities as that term is defined therein). such securities may be resold by such
holder without registration thereunder or under state securities laws, so long as:
1. the security is issued by the debtor, or an affiliate of the debtor participating in a joint
plan with the debtor; and
2. the security is provided a: in exchange for a claim against, or an interest in, or a claim
for an administrative expense in a case concerning, the debtor or such affiliate, or (b) principally
in such exchange and partly for cash or property
An underwriter is defined as a person or entity who'i) purchases a Claim against or Interest in
Debtor with a view to the distribution of the securities received on account of such Claim or Interest;
'ii' offers to sell securr_ies on behalf of the holders thereof (except certain offers to sell fractional
interests); ii.ii offers to buy the securities with a view to the distribution thereof pursuant to an
agreement made in connection with the Plan; or (iv; is a controlling person of the issuer (generally a
person directly or indirectly controlling or controlled by, or under direct or indirect common control
with, the issuer). In such cases, the securities issued pursuant to the Plan could be resold only
pursuant to an effective registration statement covering such securities; in privately negotiated
transactions in which the transferee will be subject to restrictions on transfer; or in accordance w-:th
Rule 144 under the Securities Act of 1933. as amended, or other applicable rules and regulations of the
Securities and Exchange Commission; and in compliance with applicable state and foreign securities
laws.
Based on the published views of the Securities and Exchange Commission, Debtor believes that a
person who receives less than 19 of a class of securities and is not otherwise an affiliate of an issuer
generally would not be deemed to be an underwnter. This does not mean that Creditors receiving
more than 1% would be deemed to be underwriters or that Creditors who receive less than 1% but are
affiliates of the issuer would not be deemed to be underwriters. A recipient of securities under the Plan
is urged to consult with his or her attorneys regarding his or her possible status as an underwriter.
Persons who may be underwriters will, in order to sell their securities, either have to have their
securities registered for resale or utilize another exemption from the registration requirements of
federal and state securities laws.
THE DISCUSSION ABOVE IS A SUMMARY OF THE GENERAL EFFECT OF THE REGIS-
TRATION PROVISIONS OF THE SECURITIES LAWS UPON ISSUANCE AND RESALE OF SE-
CURITIES RECEIVED UNDER THE PLAN. THE EFFECTS MAY VARY BASED ON THE
INDIVIDUAL CIRCUMSTANCES OF EACH HOLDER OF A CLAIM RECEIVING SECURITIES.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED OR PASSED UPON
ANY ASPECT OF THESE MATTERS. EACH RECIPIENT OF SECURITIES UNDER THE PLAN IS
URGED TO CONSULT WITH HIS OR HER OWN COUNSEL WITH RESPECT TO THE EFFECT OF
FEDERAL, STATE AND FOREIGN SECURITIES LAWS UPON HIM OR HER, INCLUDING BUT NOT
LIMITED TO WHETHER OR NOT HE OR SHE IS AN UNDERWRITER AS DEFINED IN ¢ 1145(b) OF
THE BANKRUPTCY CODE (WHETHER BY VIRTUE OF BEING AN AFFILIATE OF THE ISSUER OR
OTHERWISE) AND THE EFFECT OF ANY APPLICABLE FOREIGN OR STATE LAW RESTRICTIONS
ON RESALES OF SECURITIES.
B. DESCRIPTION OF SECURITIES TO BE ISSUED PURSUANT TO THE PLAN
The Plan provides for issuance of seven securities.
I-
1. The New Notes.
The Plan provides for the issuance of the BofA Note, Metroffight Notes, and Metro Air Notes.
These are collectively called the New Notes. The Metro Air Notes are issued in two series: Series A
Metro Air Notes and Series B Metro Air Notes.
a. The BofA Note.
Metroflight and Metro Air shall be the makers of the BofA Note. This note shall be issued in
modification and renewal of the promissory note dated March 30, 1989, which was made by Metro Air.
The BofA Note shall be in the original principal amount of the BofA Claim. The BofA Note shall bear
interest from and after the Effective Date at the Reference Rate in effect on the Effective Date, but in
no event less than 6.5% per annum or greater than 7.63% per annum.
The BofA Note has mandatory monthly payments which would repay all principal and interest in
ninety-six (96) equal, consecutive monthly payments. In addition, annual payments would be due
after payment in full of the Metroflight Notes (see § VI.B.1,c of this Disclosure Statement). The annual
payment amount is equal to the Excess Cash Flow generated by operations of Metroflight, reduced by
the mandatory BofA Note payments. The holder of the BofA Note will have a first priority lien
encumbering the New Metroflight Common Stock. The terms governing this security interest shall be
set forth in the Metroflight Stock Pledge Agreement.
The holder of the BofA Note will also receive distributions from the Metro Air Plan Account,
which payments will be applied first to accrued but unpaid interest and thereafter in reduction of the
outstanding principal balance. Distributions from the Metro Air Plan Account are described in § VE.3
of this Disclosure Statement.
Metroffight will have the right to prepay the BofA Note in whole or part, but only after all of the
Metroflight Notes have been paid in full. The BofA Subcommittee (as described in § IV.D.2 of this
Disclosure Statement) will have the authority to subordinate repayment of the debt evidenced by the
BofA Note to newly authorized debt of Metroffight and/or Metro Air. In addition, the BofA Note will be
subordinated in repayment to the debt evidenced by the Metroflight Notes except with respect to
distributions from the Metro Air Plan Account, as described in § VE.3 of this Disclosure Statement.
The obligation for repayment of the BofA Note may be assumed by American Airlines pursuant to
a settlement of the AA Litigation. In addition, the holder of the BofA Note could permit modifications
of the BofA Note, which could include the right to permit assumption of the BofA Note by third
parties. Upon an assumption by American Airlines of the BofA Note, Metroflight and Metro Air would
be relieved of further obligations under the BofA Note, and the holder thereof would be required to
release the lien covering the New Metroflight Common Stock.
The BofA Note cannot be transferred by sale, assignment, gift, pledge or otherwise for thirty
(30) days after the Effective Date.
b. Metro Air Notes.
Metro Air shall be the maker of the Metro Air Notes. The Metro Air Notes will be in the original
principal amount of the Class 7 and Class 8 Claims, and 1/10% of the amount of subordinated and
intercompany Metro Air Claims, as the case may be. The Metro Air Notes will bear interest at the rate
of 7.63% per annum from and after the Effective Date.
Payments pursuant to the Metro Air Notes will be made only if and to the extent monies are
available pursuant to the Plan from the Metro Air Plan Account and such payments will occur at the
discretion of the Metro Air Board of Directors. After the Default Date, payments can be authorized by
either the Board or the BofA Subcommittee. Payments made will be applied first toward payment of
accrued but unpaid interest and thereafter in reduction of the outstanding principal balance. The
Metro Air Notes will mature fifteen (15) years after the Effective Date.
Only the Series A Metro Air Notes, issued to the Metro Air Bondholders (Class 8), will be subject
to the terms of the Metro Air Notes Trust Indenture. Ameritrust Texas, N.A. will serve as the
bZ
indenture trustee under the Metro Air Notes Trust Indenture. The Series B Metro Air Notes. issued to
general unsecured creditors of Metro Air other than the Metro Air Bondholders, will not be subject to
the Metro Air Notes Trust Indenture, except to the extent the indenture trustee shall distribute
payments to holders of all Metro Air Notes in the event the Call is exercised.
The Metro Air Subcommittee will have authority to subordinate the debt evidenced by the Metro
Air Notes to new debt of Metro Air. See § IV.D.2 of this Disclosure Statement , The Metro Air Notes
could also be assumed by American Airlines pursuant to a settlement of the AA Litigation, in which
event Metro Air would be released of further obligations under the Metro Air Notes.
Each Class 7 or Class 8 members will receive one Metro Air Note equal to the full amount of such
Creditor's Claim. Transfer of the Metro Air Notes is restricted. No Class 7 or Class 8 member may
transfer his or her Metro Air Note by sae, assignment, gift, pledge, or otherwise for thirty :30: days
after the Effective Date. Thereafter the Series A Metro Air Notes, issued to members of Class S. may
be transferred only upon the consent of the Metro Air Board of Directors.
The Metro Air Notes will be subject to the Call. The Call will be issued by the Plan Committee to
the Lead Class 16 Member, and will provide the Lead Class 16 Member with the right, but not the
obligation, to purchase all, and not less than all, of the Metro Air Notes. The Lead Class 16 Member
may exercise the Call at any time prior to settlement of the AA Litigation involving a Disposition of
Metroflight, by payment of the balance due on the Metro Air Notes. including all accrued interest. It..
addition, the Call maybe exercised upon a settlement of the AA Litigation if such settlement provides
for a Disposition of Metroflight If the Call is exercised in connection with such a settlement, the
exercise price will be the lesser of ial the balance due on the Metro Air Notes including accrued
interest or i b) 102' of the Settlement Amount. The Settlement Amount will be the amount that any
settlement of the AA Litigation would provide for, or result in, on account of the Metro Air Notes.
The Lead Crass 16 Member will give notice of a settlement of the AA Litigation providing for a
Disposition of Metrotlight, prior to the period during which the Call may be exercised with respect
thereto, to any Class 16 member only if such member has requested that such notice be given.
MEMBERS OF CLASS 16 MUST PROVIDE WRITTEN NOTICE TO THE LEAD CLASS 16 MEM-
BER ON OR BEFORE TEN i10) DAYS AFTER TILE EFFECTIVE DATE IF THEY WISH TO
OBTAIN ANY SUCH NOTICE. ANY CLASS 16 MEMBER WHO FAILS TO SO NOTIFY THE LEAD
CLASS 16 MEMBER WITHIN TEN 110) DAYS AFTER THE EFFECTIVE DATE WILL NOT RE-
CEIVE ANY SUCH NOTICE.
If the Lead Class 16 Member exercises the Call, the Lead Class 16 Member will dispatch the notice
of such exercise to all other Class 16 members. THIS NOTICE WILL ONLY BE GIVEN IF THE LEAD
CLASS 16 MEMBER ELECTS TO EXERCISE THE CALL. THE NOTICE INFORMING CLASS 16
MEMBERS OF THE EXERCISE OF THE CALL AND THEIR RIGHT TO PARTICIPATE THEREIN
SHOULD NOT BE CONFUSED W7TH THE NOTICE DESCRIBED IN THE PRECEDING PARA-
GRAPH. Notice that the Call has been exercised will be given to all Class 16 members in order to
provide them with an opportunity to participate with the Lead Class 16 Member in the purchase of the
Metro Air Notes. This notice will designate an escrow with a bank, trust. or title company to provide
for payments to the Lead Class 16 Member from other Class 16 members who elect to participate in
the Cali. and to provide for the transfer of the Metro Air Notes to such participants.
Each Cass 16 member will be allowed to participate with the Lead Class 16 Member's exercise of
the Call by making payment as required in the notice from the Lead Class 16 Member within ten c 10!
days of receiving the notice from the Lead Class 16 Member that the Call has been exercised. Any
Class 16 member who fails to pay within such ten 1 10) day period would forfeit his or her right to
participate in the Call. Each Class 16 Member desiring to participate would have the right to buy a pro
rata share of the Metro Air Notes, as determined from among those Class 16 members choosing to
participate in the Call.
51
The Lead Class 16 Member has no other duties to the other Class 16 members apart from
dispatching the notice that the Call has been exercised as described above. Therefore, the Lead
Class 16 Member will have no liability to the other Class 16 members for failure to exercise the Call, or
taking or failing to take any other action in connection with the Call.
c. Metroflight Notes.
Metroflight will be the maker of the Metroffight Notes. Each of the Metroflight Notes will be in
the principal amount of the remaining unpaid Class 9 Claim of each Creditor in Class 9 after the cash
payment, as described in § VD.8 of this Disclosure Statement.
Each of the Metroflight Notes will bear interest from and after the Effective Date at a fixed rate
equal to the Reference Rate in effect on the Effective Date. Metroflight will be required to make
monthly payments of principal and interest from and after the Effective Date sufficient to amortize
the principal balance in seventy-two (72) equal consecutive monthly payments. In addition to these
payments, Metroflight will be required to make annual payments in reduction of the principal balance
equal to all Excess Cash Flow remaining after payment of the mandatory, monthly BofA Note
payments and the mandatory, monthly payments on the Metroflight Notes.
The Metroffight Subcommittee will have the authority to subordinate repayment of the Metro -
flight Notes to debt created after the Effective Date. The Metroflight Notes could also be assumed by
American Airlines in connection with a settlement of the AA Litigation. In addition, the Metroflight
Notes could be assumed pursuant to a modification of the Metroflight Notes as part of such a
settlement so long as the Metroflight Subcommittee consents in the event such settlement involves a
Disposition of Metroflight. Upon an assumption by American Airlines of the Metroffight Notes,
neither Metroflight nor Metro Air would have any obligation for further payment on account of the
Metroflight Notes.
The Metroflight Notes could not be transferred by sale, assignment, gift, pledge or otherwise for
thirty (30) days after the Effective Date.
2. Equity Instruments.
All common stock issued pursuant to the Plan will bear restrictions on sale or other disposition as
more particularly described in § VI.B.2 of this Disclosure Statement. These restrictions generally will
prohibit any sale or other disposition for a period of thirty (30) days after the Effective Date, and
thereafter until the third anniversary of the Effective Date, any sale or other disposition by or to any
5% shareholder shall be prohibited and shall be deemed null and void.
All certificates evidencing ownership of shares of common stock of each Debtor Entity will also
bear a conspicuous legend reflecting the restrictions on transfers.
a. New Metro Air Class A Common Stock.
The New Metro Air Class A Common Stock will be comprised of 6,114,290 shares and constitute
51% of all authorized common stock of Metro Air, including New Metro Air Class A Common Stock
and New Metro Air Class B Common Stock. This stock would have a par value of $0.01 per share and
would directly elect four (4) directors and would impact the election of one (1) additional director. In
addition, holders of this stock will be entitled to a distribution of the Settlement Payment Right in the
event of the Disposition of Metroflight as part of a settlement with American Airlines of the AA
Litigation, as described in § IV.C.1. of this Disclosure Statement. This stock will bear a legend which
identifies whether it was issued to a Class 15 or a Class 16 member for the purpose of determining
which holders have the right to participate in the Call.
b. New Metro Air Class B Common Stock.
The New Metro Air Class B Common Stock will be comprised of 5,275,073 shares and will
constitute 49% of all authorized common stock of Metro Air, including New Metro Air Class A
Common Stock and New Metro Class B Common Stock. Class 7 and Class S members shall collectively
receive 5,275,073 shares of New Metro Air Class B Common Stock, which will represent 44% of the
52
authorized common stock of New Metro Air. The method of distribution among Class 7 and Class 8
members is described in § VD.7 of this Disclosure Statement. A total of 599,440 shares of New Metro
Air Class B Common Stock will be authorized for issuance to employees of Metro Air and Metroflight,
at the discretion of the Board of Directors of Metro Air.
c. Metroflight Common Stock.
Metro Air shall continue to hold its 100,000 shares of Metroflight Common Stock subject to the
lien in favor of the holder of the BofA Note.
d. Metro
Leasing Common
Stock.
Metro Air
shwa continue to
hold its
100 shares of Metro Leasing Common Stock.
\'IL CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
A. SCOPE AND li IITATIONS.
There are significant federal income tax consequences and issues associated with the Plan de-
scribed in this Disclosure Statement. It is not practicable to present a detailed explanation of all
federal income tax aspects of the Plan, and the following is only a summary discussion of certain
significant matters. This summary is based upon laws, regulations, rulings and decisions now in effect
and upon temporary avid proposed regulations, all of which are subject to change !possibly with
retroactive effect) by legislation, administrative action or judicial decision,
Under present law, there is substantial uncertainty surrounding many of the tax matters dis-
cussed below. Uncertainty is created, in part, by the changes made by the Bankruptcy Tax Act of 1980.
the Tax Reform Act of 1984, the Tax Reform Act of 1986 and the Revenue Reconciliation Act of 1990.
certain provisions of which call for the promulgation of regulations by the Treasury Department.
Many of these regulations have not been promulgated or have not become final. In addition, there are
differences in the nature of the Claims, the methods of tax accounting utilized by Creditors and prior
actions taken by Creditors with respect to their Claims. Further, this summary does not discuss all
aspects of federal taxation that may be relevant to a particular Creditor, and the federal income tax
consequences to any particular Creditor may be affected by special considerations not discussed below.
For example, certain types of Creditors including non-resident aliens, foreign corporations, broker.
dealers, financial institutions, life insurance companies and .ax -exempt organizations) may be subject
to special rules not discussed below. This summary assumes that the Metro Air Bonds. the Metro Air
Notes and the New Metro Air Class B Common Stock are ,or will be held by the holders thereof as
capital assets as defined under the Tax Code. In addition to the federal income tax consequences
discussed below, the transactions contemplated by the Plan may have significant state, local and
foreign tax consequences which are not discussed in this Disclosure Statement. Neither a ruling from
the Internal Revenue Service ; the "IRS"' nor an opinion of counsel has been requested with respect to
the federal income tax consequences of the Plan.
ACCORDINGLY, EACH HOLDER OF A CLAIM OR INTEREST IS STRONGLY URGED TO
CONSULT ITS TAX ADVISORS WITH SPECIFIC REFERENCE TO THE FEDERAL, STATE,
LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PLAN WITH RESPECT TO ITS CLAIM
OR INTEREST. THE DEBTOR, THE OFFICIAL COMI%IITTEE OF UNSECURED CREDITORS OF
METRO AIRLINES, INC. AND METROFLIGHT, INC. AND THEIR RESPECTIVE COUNSEL ARE
NOT MAKING ANY REPRESENTATIONS REGARDING THE PARTICULAR TAX CONSE-
QUENCES OF CONFIRMATION AND CONSUMMATION OF THE PLAN AS TO ANY CREDITOR
OR INTEREST HOLDER, NOR ARE THE DEBTOR, THE OFFICIAL COMMITTEE OF UN-
SECURED CREDITORS OF METRO AIRLINES, INC. AND METROFLIGHT, INC. OR THEIR
RESPECTIVE COUNSEL RENDERING ANY FORM OF LEGAL OPINION AS TO SUCH TAX
CONSEQUENCES.
53
B. GENERAL ISSUES.
1. Classification of Metro Air Notes as Debt.
The determination of whether an instrument represents debt or equity for federal income tax
purposes is inherently factual in nature and no single characteristic is decisive. There is a possibility
that the Metro Air Notes could be treated as equity, rather than debt, for federal income tax purposes.
Repayment of the Metro Air Notes will be subordinated substantially to the repayment of other
Claims and will be repayable prior to maturity only from certain available excess cash proceeds. See
the discussion at § VI.B.1.b. of this Disclosure Statement. Although not totally free from doubt,
Debtor believes that sound arguments support treatment of the Metro Air Notes as debt of Metro Air
for federal income tax purposes (and the following discussion assumes such treatment). However,
there can be no assurance that the IRS will not take a contrary position.
If it were determined that any of the Metro Air Notes are equity for federal income tax purposes,
the material federal income tax consequences would include the following: (a) payments of "interest"
would not be deductible by Metro Air, which would likely cause the taxable income of Metro Air to
increase: (b) payments of "interest" and principal (to the extent principal payments would not qualify
as redemption distributions under § 302 of the Tax Code) would be taxed as dividends to the holders
thereof to the extent of the consolidated current or accumulated earnings and profits of Debtor;
(c) payments of "interest" and principal on the Metro Air Notes may be treated as redemption
distributions under Tax Code § 302; (d) certain corporate holders of Metro Air Notes may be entitled
to a dividends received deduction with respect to payments of principal or "interest" that are taxed as
dividends; (e) § 305(c) of the Tax Code could cause all or a portion of the "interest" (including any
OID) accruing on the Metro Air Notes to be includible as a dividend to the holders thereof prior to the
receipt of (and notwithstanding any failure to receive) any "interest" payments; (fl an "ownership
change" of Debtor would probably be deemed to have occurred, thereby creating limitations on NOL
and Tax Credits under § 382 of the Tax Code, as more particularly discussed in § VII.C.4. of this
Disclosure Statement; and (g) the DOI income of Debtor could be significantly greater than antici-
pated if it were determined that the Metro Air Notes constituted "disqualified stock" as more
particularly discussed in § VII.C.1.b. of this Disclosure Statement. Each holder of a Claim is urged to
consult with its own tax advisors with regard to the possible reclassification of the Metro Air Notes as
equity, rather than debt, for federal income tax purposes.
2. Rights.
Under current IRS policy, the Settlement Payment Right should not be treated as property
separate from the shares of New Metro Air Class A Common Stock. Accordingly, the federal income
tax consequences of the issuance and ownership of the Settlement Payment Right is not separately
discussed below.
C. TAX CONSEQUENCES TO REORGANIZED DEBTOR.
1. Discharge of Indebtedness Income.
a. Generally.
Upon the Effective Date, the aggregate outstanding indebtedness of Debtor will be reduced. In
general, for federal income tax purposes, a debtor will realize DOI (discharge of indebtedness income)
when a creditor accepts less than full payment in satisfaction of its debt. Absent an exception, the
amount of DOI income realized must be included in taxable income. One of the exceptions to this rule
under § 108 of the Tax Code provides that DOI income will not be included in a debtor's taxable
income where the debtor is under the jurisdiction of the Bankruptcy Court and the DOI income is
granted by the court or arises pursuant to a plan approved by the court. Under § 108 of the Tax Code,
unless (i) the Stock -for -Debt Exception (discussed below) applies, or (ii) another rule under § 108 of
the Tax Code applies pursuant to which a debtor would not be required to recognize DOI income (e.g.,
54
the payment of a discharged liability would have given rise to a deduction, the debtor's tax attributes
i such as NOL or the tax basis of its assets) will be reduced in a prescribed order by the amour.: of DOI
income realized and excluded under § 108 of the Tax Code.
The following discussion summarizes the aspects of the Plan which may give rise to the realiza-
tion of DOI income to Debtor and which. in turn, may reduce the tax attributes of Debtor. The effect of
the realization of DOI income and any tax attribute reduction would likely be ; i u to reduce the NOL of
Debtor, and . ii 1 possibly to reduce the tax basis of depreciable property of Debtor.
Under the
terms of the Plan. each holder of a Claim in Class 9 may elect
to accept
50r, of its Claim
in cash in full
satisfaction of such Claim.
Generally, where this election
is made,
Metroflight will
realize DOI income
to an amount equal to
50Z of such Claims.
The Intercompany Claims in Classes 12, 13 and 14 substantially will be cancelled. Presently
Metro Air owes Metro fight the Air Debt which has a principal balance of approximately $13,400.000.
Metroflight owes Metro Leasing the Flight Debt which has a principal balance of approximately
$6,506,000, avid Metro Leasing owes Metro Air the Leasing Debt which has a principal balance of
approximately $3.400.000. The Flight Debt consists of the pass -through of prepetition arrearages
owed by Metro Leasing to unaffiliated third party aircraft manufacturers or lessors. including without
limitation. SAE. JACO. and the SAAB Leasing Companies. The Leasing Debt consists of prepetition
advances by Metro Air to Metro Leasing for the purpose of making payments on aircraft leases. Upon
the Effective Date, the Air Debt and the Flight Debt substantially will be cancelled, giving rise to
realized DOI income and bad debt deductions which will effectively offset one another based upon the
consolidated tax return rules applicable to Debtor. Also, upon the Effective Date, the Leasing Debt
substantially will be treated as having been contributed by Metro Air to the capital of Metro Leasing,
thereby increasing Metro Air's tax basis in its stock in Metro Leasing. Consequently, the treatment of
the Intercompany- Claims under the Plan should not give rise to any net material adverse tax
consequences to Debtor. It should be noted that the IRS might seek to treat the Intercompany Claims
when made and as treated under the Plan as equity contributions and distributions rather than debt.
Even if the IRS were successful with such an argument, however, the resulting tax consequences to
Debtor on a consolidated return basis should not be substantially different from the treatment which
would result if the Intercompany Claims are treated as debt. Additionally, Debtor will generally
realize DOl income to the extent that the New Notes are deemed to create O1D. See § VII.C.2 of this
Disclosure Statement for further discussion of O1D rules,
b. Stock -for -Debt Exception.
Generally, a debtor in a Chapter 11 bankruptcy proceeding will not realize DOI income, and will
avoid any attendant tax attribute reduction under Tax Code § 108, where stock of the debtor corpora-
tion is issued to satisfy indebtedness, even if the fair market value of the stock is less than the stated
principal amount of such debt. This general rule relating to the satisfaction of debt with stock is
referred to herein as the "Stock -for -Debt Exception." lfthe Stock -for -Debt Exception does not apply, a
debtor corporation will be treated as having satisfied its debt with an amount equal to the fair market
value of the stock issued in exchange therefor. The debtor corporation. therefore, would realize DOI
income to the extent that the amount of indebtedness satisfied exceeded the fair market value of the
stock issued. These rules are particularly relevant to the Plan, as the Class 7 and Class 8 Creditors will
receive New Metro Air Class B Common Stock in partial satisfaction of their respective Claims. The
application of the Stock -for -Debt Exception to Debtor, therefore, may affect the amount of DOI
income realized by Debtor and, consequently, the NOL and Tax Credits available to Debtor after the
Effective Date As discussed below however, the Stock -for -Debt Exception will not apply in "de
minimis" cases, or with respect to the issuance of "disqualified stock."
The satisfaction of debt with stock will be deemed to be "de minimis" (and, therefore, the Stock -
for -Debt Exception will not apply: • ti l with respect to any creditor. :f only "nominal or token" shares
are issued in exchange for the debt therein referred to as the "nominal or token test"), or (�) with
respect to an unsecured creditor, if the ratio of the value of stock received by the creditor to the
55
amount of unsecured debt cancelled or exchanged for stock is less than 50% of a similar ratio
computed for all unsecured creditors participating in the workout (the "proportionality test"). Con-
gress intended that these rules would prevent a corporation from claiming the benefits of the Stock.
for -Debt Exception where it issues a nominal amount of stock to creditors, or where it issues a
disproportionately large percentage of stock to a particular group rather than to unsecured creditors
as a whole. Generally, where a creditor receives stock and debt in exchange for old debt, the debtor
corporation will be deemed to have exchanged an amount of old debt equal to the issue price of the new
debt with the difference in the amount of old debt being deemed exchanged for stock.
The terms "nominal" and "token" are not defined in the Tax Code. However, the Treasury
Department recently issued proposed regulations regarding the nominal or token test. The regula-
tions state that the resolution of whether stock is nominal or token depends upon all of the facts and
circumstances. However, the regulations set out three nonexclusive factors that will be considered:
(i) the ratio of the fair market value of stock transferred to a creditor to the amount of discharged
indebtedness allocable to that stock, (ii) the ratio of the fair market value of stock transferred to a
creditor to the fair market value of the total consideration received by the creditor in the exchange,
and (iii) the ratio of the fair market value of stock transferred to the creditors as a group to the total
fair market value of all the outstanding stock of the reorganized debtor corporation after the ex-
change. Under the proposed regulations, low ratios are evidence that the shares issued are nominal or
token. The proposed regulations state that the first ratio above is the most important factor to be
considered.
At this time, it is not possible to determine what the fair market value of the New Metro Air
Class B Common Stock will be on the Effective Date, so one cannot predictably apply the tests set forth
in the proposed regulations. If the Metro Air Bonds and the Metro Air Notes are not "publicly traded,"
as discussed more fully in § VII.C.2.b of this Disclosure Statement, then only a small portion of the
debt held by the Class 7 and Class 8 Creditors will be satisfied by the New Metro Air Class B Common
Stock. In such a case, it is more likely that the nominal or token test will be satisfied. Although there
are is no assurance that the IRS will not take a contrary position, based on current law and all of the
relevant facts and circumstances, Metro Air believes that the issuance of New Metro Air Class B
Common Stock to the Class 8 Creditors will satisfy the "nominal or token test."
As noted above, however, in order to qualify for the Stock -for -Debt Exception, the "proportional-
ity test" must also be satisfied. The Class 7 and Class 8 Creditors are unsecured creditors who will
receive New Metro Air Class B Common Stock in partial exchange for their Claims. Class 8 Creditors
will receive a greater percentage of shares than Class 7 Creditors. Depending on whether certain other
Creditors are taken into account in the computations, Class 7 Creditors may or may not satisfy the
"proportionality test." However, even if the Stock -for -Debt Exception is not met with respect to
Class 7, there should be only a small amount of DOI. In any event, the stock issued to the Class 8
Creditors should satisfy the "proportionality test."
As noted above, "disqualified stock" will not qualify for the Stock -for -Debt Exception. Under
§ 10S(e)(10)(B)(ii) of the Tax Code, "disqualified stock" is defined as stock having a stated redemption
price and (i) a fixed redemption date, (ii) a right in favor of the issuer to redeem the stock, or (iii) a
right in favor of the holder to require redemption. The New Metro Air Class B Common Stock does not
have the characteristics of "disqualified stock." However, if the Metro Air Notes were deemed to
constitute equity rather than stock (as discussed in § VII.B.1. of this Disclosure Statement) it is likely
that the Metro Air Notes would constitute "disqualified stock" for purposes of the Stock -for -Debt
Exception. In such a case, the difference between the fair market value of the Metro Air Notes and the
amount of debt deemed satisfied thereby (i.e., the excess of the amount of the Class 7 and Class S
Claims over the fair market value of the New. Metro Air Class B Common Stock) would constitute
realized DOI income, which in turn would cause a reduction in NOL or other tax attributes of Debtor.
However, as discussed in § VII.B.1. of this Disclosure Statement, Metro Air believes that the Metro Air
Notes should be characterized as debt, not equity, for federal income tax purposes.
56
Based upon current law and all relevant facts and circumstances. Metro Air believes that the
issuance of the New Metro Air Class B Common Stock to the Class S Creditors ;and possibly the
Class 7 Creditors, will satisfy the Stock -for -Debt Exception and, therefore, no DOI income will be
realized which would cause a reduction in the tax attributes of Debtor. 1f however, the IRS takes a
contrary position, the tax consequences to Debtor could be materially different, and could include a
substantial increase in DOI income and OID and a substantial reduction in NOL available to the
Deotor.
c. Claims for Accrued Interest or Other Claims.
Subject to the possible availability of the Stock -for -Debt Exception (as discussed :n § VII.C.I.b. of
this Disclosure Statement,. if Debtor has accrued a deduction for federal income tax purposes with
respect to interest or other expenses evidenced by a Claim, it will realize DO1 income with respect to
such Claim, and its tax attributes will he reduced, as described above, by the excess of the amount of
such Claim over the amount of any consideration treated as distributed :n respect of such Claim under
the Plan. To the extent that Debtor has not accrued a deduction for any Claim which is otherwise
deductible for federal income tax purposes. no DOI income will be realized with respect to such Claim
which is not fully satisfied, since an offsetting deduction would be allowable to Debtor in the same
amount. With the exception of certain. Claims which have been contested by Debtor. Debtor has
accrued its deductions for Claims which are otherwise deductible for federal income tax purposes.
2 Original Issue Discount.
Under certain circumstances, amounts designated as principal under a debt instrument may be
recharactenzed as interest for federal income tax purposes. These rules may affect the amount and
timing of deductions to a debtor and the amount and timing of income to a creditor. The rules are
commonly referred to as the original issue discount rules. Under these rules, when a new debt
instrument is exchanged for an old debt instrument, a recharacterization of principal as interest
under the new debt instrument could give rise to DOI income to the issuer of the new debt instrument.
Generally speaking, the rules which are applicable to creditors mirror the rules which are applicable
to debtors. For simplicity, this portion of this Disclosure Statement discusses the effect of OID
(original issue discount income i or. both the Debtor and the Creditors. The discussion of OID and its
impact on Creditors in § VII.D.6 of this Disclosure Statement refers the reader to this portion of the
Disclosure Statement for a discussion of the impact of these rules on Creditors.
The Treasury Department has issued proposed regulations dealing with the inclusion of OID by
holders of debt instruments. The proposed regulations are ambiguous and inconsistent in certain
respects. As a result, the proper treatment of interest and principal payments on the New Notes under
the proposed regulations is subject to some uncertainty. The positions described below are subject to
change upon the promulgation of final regulations, upon further clarification from the IRS or other-
wise. No assurance can he given that the IRS will agree with Debtor's interpretations of the proposed
regulations discussed below or that final Treasury Regulations will not differ materially from the
proposed regulations. Each prospective holder of a New Note is urged to consult with its own tax
advisors concerning the application of the rules relating to OID to the New Notes and the treatment
and effect of OID generally.
a. General.
Under the OID rules, holders of the New Notes will include interest on the New Notes pursuant
to a method which reflects the economic accrual of interest based upon a constant yield to maturity.
With respect to each accrual period, holders who hold the New Notes during the entire accrual period
will include as interest income an amount made up of two parts: U) an amount equal to the amount of
current interest paid to them for the accrual period _with certain adjustments in later years for
amounts included pursuant to clause (iii below], and (iii the amount of OID allocable to that accrual
period. Holders who hold New Notes for only part of an accrual period will include a ratable portion of
the amounts described in the preceding sentence. Accordingly, with respect to certain accrual periods,
holders will include OID :n gross income in advance of receiving any payments with respect to such
57
1
OID. Generally, subject to the disallowance rules applicable to certain high yield discount obligations
discussed in § VII.C.3. of this Disclosure Statement, Debtor will be allowed a deduction for the
aggregate amount of interest and OID included by holders of New Notes with respect to each accrual
period.
The total amount of OID on the New Notes is the excess of the "stated redemption price at
maturity" of the New Notes over their "issue price," as described below. The stated redemption price
at maturity of the New Notes is defined under the Tax Code and Proposed Treasury Regulations as the
sum of all payments to be made with respect to the New Notes other than payments of interest which
are actually and unconditionally payable at fixed, periodic intervals of one year or less at a single fixed
rate of interest during the entire term of the debt instrument and is sometimes referred to herein as
"Qualified Periodic Interest."
The OID rules provide that debt instruments will not be subject to these rules if the total amount
of OID is less than a "de minimis" amount. Under these rules, based upon the interest rates and
payments provided in the Plan and the current "applicable federal rate," and assuming the position of
Debtor with respect to the issue price of the New Notes as discussed in § VII.C.2.b. of this Disclosure
Statement is correct, it is contemplated that the OID rules will apply to the Metro Air Notes, but not
the BofA Note or the Metroflight Notes because the amount of OID attributable to the latter Notes
will be "de minimis." The applicable federal rate for June 1992 which would apply to the New Notes is
as follows: Metro Air Notes, 7.89% per annum; BofA Note and Metroflight Notes, 6.82% per annum.
The amount of OID allocable to an accrual period equals (i) the product of the yield to maturity of
the note in question and the adjusted issue price of such note at the beginning of the accrual period,
minus (ii) the Qualified Periodic Interest paid in that accrual period. The yield to maturity of a note is
the interest rate that, when used to compute the present value of all payments to be received with
respect to such note, produces an amount equal to the issue price of such note, as described below.
The adjusted issue price of any New Note on the Effective Date will equal its issue price, as
described below, and will be increased after each accrual period by the excess of the OID allocable to
that accrual period over the amount of cash, if any, paid in that accrual period which is not Qualified
Periodic Interest. The tax basis of the New Notes will be increased similarly.
b. Issue Price of New Notes.
The issue price of the New Notes will be relevant for three purposes: (i) determining the total
amount of OID on the New Notes and the adjusted issue price for the first accrual period, as described
above, (ii) determining the amount of the Class 8 Claims treated as issued in exchange for New Metro
Air Class B Common Stock for purposes of determining whether such exchange will qualify for the
Stock -for -Debt Exception and for purposes of any applicable rules under § 382(1)(5) of the Tax Code (as
discussed in § VILC.4. of this Disclosure Statement), and (iii) if such exchange does not qualify for the
Stock -for -Debt Exception, determining the amount of DOI income realized and the amount of tax
attribute reduction Debtor will suffer as a result. With respect to purposes (ii) and (iii), see the
discussion in § VII.C.1. of this Disclosure Statement.
The issue price of debt instruments, such as the New Notes, which are issued for property other
than money, depends upon whether or not the debt instruments themselves or the property for which
they are exchanged are "publicly traded", as described below. If the New Notes are publicly traded,
their issue price will be their initial trading price. If the New Notes are not publicly traded, but the
property for which they are exchanged was publicly traded, then the issue price of the New Notes will
be the fair market value of the property for which they are exchanged, reduced to reflect the value of
other consideration received in the exchange. Finally, if neither the New Notes nor the property for
which they are issued are treated as publicly traded, the issue price of the New Notes will be equal to
the lesser of (i) their stated principal amount, or (ii) their imputed principal amount, which is the sum
of the present values of all payments due under the New Notes, discounted at the appropriate
"applicable federal rate."
58
Under the proposed OID regulations, which are in proposed form and thus not binding, property,
including debt instruments and stock, is treated as publicly traded for federal income tax purposes if it
is traded or. an established securities market on or within ten ( 10! trading days after the date it is
issued. An established securities market is defined to include a market "reflected by the existence of
an :nterdea]er quotation system." An example in the Proposed Regulations suggests that the so-called
"yellow sheets" are an interdealer quotation system and that debt instruments quoted in the yellow
sheets should he treated as publicly traded. There is substantial uncertainty as to the validity of this
interpretation, however, particularly in the case of debt instruments that are listed in the yellow
sheets without price gcotatians. Commentators have taken the position that the yellow sheets should
not constitute an established securities market for purposes of determining the issue price of debt
instruments, and the IRS has indicated informally that _ is currently studying this question. The IRS,
however, has not provided any further indication of its position on this issue
The note evidencing the BetA Claim has always been privately held by BolA and has never been
publicly traded. The BofA Note will contain a restrction preventing the sale or other disposition
thereof for a period of 30 days after the Effective Date. Unless BofA attempts to make a public market
in the BofA Note, an event which is highly unlikely, and the restriction is disregarded or unenforce-
able. the BofA Note will not be considered to be pubacly traded under existing rules. Similarly the
Class 9 Claims are privately held and, to the knowledge of Debtor. have not been publicly traded. The
Metroflight Notes will contain a restriction preventing the sale or other disposition thereof for a
period of 30 days after the Effective Date. Unless a public trading market for the Metro(iight Notes is
created and the restriction is disregarded or unenforceable, events which are not anticipated at this
time, the MetroPaght Notes also will not be considered to be publicly traded under existing rules.
The Metro Air Bonds were traded in the over-the-counter market and listed in NASDAQ pnor to
the filing of the bankruptcy petition in this Court by Debtor. More recently, the Metro Air Bonds have
sometimes been quoted in, and sometimes traded pursuant to. the yellow sheets. The Metro Air Bonds
are no longer listed on NASDAQ. As mentioned above, there is some controversy over whether
quotations in the yellow sheets will cause the Metro Air Bonds to be considered as being publicly
traded. It is also unclear whether a debt instrument, such as a Metro Air Bond, that previously had
been traded in a public market, such as NASDAQ, and which is no longer traded in a public market.
will nevertheless continue to be treated as being pubacly traded even after the public market for such
debt instrument no longer exists. Pursuant to the Plan, upon Confirmation, the Court will enioin the
sale or other disposition of the Metro Air Bonds through the Effective Date. Consequently, upon the
Effective Date. the Metro Air Bonds will not be traded or tradeable, either pursuant to yellow sheets or
any recognized public market. Although the issue is not free from doubt, Debtor intends to take the
position that the Metro Air Bonds will not constitute instruments which are publicly traded on the
Effective Date, and thus that the issue price of the Series B Metro Air Notes will be determined under
the rules applicable to non-pubacly traded debt instruments.
The Class 7 Claims are privately held and, to the knowledge of the Debtor Entities, have not been
publicly traded. The Series B Metro Air Notes which will be issued to the Class 7 Creditors will contain
a restriction preventing the sale or other disposition thereof for a period of 30 days after the Effective
Date. The Series A Metro Air Notes which sail: be issued to the Class 8 Creditors will contain a
restriction preventing the sale or other disposition thereof for a period of 30 days after the Effective
Date and, thereafter, only with the consent of the Board of Directors of Metro Air. Debtor believes that
as a result of these restrictions, the Metro Air Notes issued to the Class 7 and 8 Creditors will not be
considered to be publicly traded debt instruments under existing rules.
Based on the discussion of public trading above. Debtor believes that the New Notes will not be
treated as being publicly traded for federal income tax purposes. In addition, although not free from
doubt, Debtor believes and will take the position that the Metro Air Bonds will nut be publicly traded
on the Effective Date. Assuming that such positions are correct, and provided that applicable federal
59
rates do not materially increase and the prime lending rate does not materially decrease prior to the
Effective Date, the issue price of the New Notes should be substantially equal to their stated principal
amount (although a small amount of OID and DOI income may be realized).
If the Metro Air Bonds or New Notes were treated as publicly traded, the determination of the
issue price of the New Notes would become significantly more complicated and uncertain and could
result in the issue price of the New Notes being materially lower than their stated principal amount.
The issue price of Series A Metro Air Notes exchanged for Metro Air Bonds would equal the public
trading price of the Metro Air Bonds reduced by the fair market value of the New Metro Air Class B
Common Stock issued to the Class 8 Creditors. As of the date hereof, the price quotations for the
Metro Air Bonds in the "yellow sheets" were materially less than their face amount. The issue price of
any publicly traded BofA Note, Metroflight Notes or Series B Metro Air Notes issued to the Class 7
Creditors is impossible to predict at this time. If the Metro Air Bonds or New Notes were treated as
publicly traded, (i) the respective New Notes would bear more OID, which, in turn, could materially
adversely impact the Creditors, as the Creditors would realize income (rather than what may have
been anticipated as a return of principal), and such realization could occur prior to receiving (and
notwithstanding any failure to receive) an equal amount of (or any) cash payments, (ii) the increase in
realized DOI income to Debtor from any publicly traded BofA Claim or Class 7 or Class 9 Claims would
be material, and (iii) if the issuance of New Metro Air Class B Common Stock to the Class 8 Creditors
did not qualify for the Stock -for -Debt Exception, the amount of DOI income realized by Debtor on the
issuance of Series A Metro Air Notes would be significantly greater. For a further discussion of the
Stock -for -Debt Exception see the discussion in § VII.C.l.b. of this Disclosure Statement. In addition,
as discussed in § VII.C.3. of this Disclosure Statement, the respective New Notes likely would become
subject to certain rules which would recharacterize a portion of the OID recognized by a holder as
dividend income and could have a materially adverse effect on the allowability and timing of interest
deductions to Debtor. Furthermore, if the Metro Air Bonds or New Notes were treated as publicly
traded, if an ownership change occurs, as described in § VII.D. of this Disclosure Statement and if the
Stock -for -Debt Exception applies (as discussed in § VII.C.1.b. of this Disclosure Statement), the
available NOL or other tax attributes may be further reduced pursuant to the provisions of § 382(1)(5)
of the Tax Code. Each holder of a Claim or Interest is strongly urged to review the OID rules, including
portions thereof pertaining to the "publicly traded" issue, with its own tax advisors.
3. Disallowance of Interest Deduction.
Under a special rule in the Tax Code relating to certain high -yield discount debt instruments, a
portion of the OID interest deduction otherwise allowable to a corporate issuer will be disallowed. Any
such disallowed amount will be deferred until actually paid in cash or property. The holder of the
instrument generally will be required to recognize OID in gross income when accrued, even if not paid
and even though not yet deductible by the debtor. These rules apply to debt instruments that (i) have a
maturity date in excess of five years from the date of issuance, (ii) have a yield to maturity that equals
or exceeds the sum of the "applicable federal rate" in effect for the calendar month in which the debt
instruments are issued plus five percentage points, and (iii) are issued with "significant original issue
discount." A debt instrument is issued with "significant original issue discount" if the aggregate
amount includible in income of a holder in respect of such instrument before the close of any accrual
period ending after the fifth anniversary of its issuance exceeds the sum of (a) the aggregate amount of
interest to be paid under the instrument before the close of such accrual period and (b) the product of
the issue price of such instrument and its yield to maturity. Debtor intends to take the position that
because the New Notes will not be publicly traded, they will not be high -yield discount debt instru-
ments. Such conclusion could change, and the tax consequences to Debtor and Creditors could be
materially adverse, however, if it were determined that either the Metro Air Bonds or the New Notes
were publicly traded, as discussed in § VII.C.2.b. of this Disclosure Statement.
4. Limitation On .Yet Operating Losses and Tax Credits.
a. General Rule
As of the close of Debtor's taxable year ending April 30. 1992. Debtor estimates that it will have
consolidated NOL of approximately $18,500,000 for regular tax purposes and approximately
$12,550,000 for alternative minimum tax purposes. Debtor also estimates available Tax Credits of
approximately $1,375,000 The amount of NOL will be reduced by DOI income excluded under §108 of
the Tax Code, as described in §VII.C.1. of this Disclosure Statement. Alternatively, Debtor may elect to
reduce the basis of its depreciable property in lieu of reducing its NOL. This reduction in NOL or
depreciable tax basis. :n all likelihood, will be material if the Metro Air Bonds or New Notes are
determined to he publicly traded 'as discussed in § VI1.C 2. of this Disclosure Statement) and the
Stock -for -Debt Exception does not apply, as discussed in § VII.B.1.b. of this Disclosure Statement).
Assuming that the Metro Air Bonds and the New Notes are not determined to be publicly traded, or
that the Stock -for -Debt Exception applies. Debtor estimates that its NOL or depreciable tax basis will
be reduced on the Effective Date by approximately $3.000,000, plus 509 of the amount of the Claims
of the Class 9 Creditors who elect to receive 50'& of their Claim in cash. as discussed in § V.D.B. of this
Disclosure Statement.
However, several issues arise with respect to the impact of the Plan on Debtor's utilization of
NOL and Tax Credits after the Effective Date. If the Plan is deemed to effectuate an "ownership
change." then, subject to the special rules of § 382(1)(5; of the Tax Code discussed below and certain
special rules relating to "built-in gains" discussed below, Debtor's ability to utilize NOL land an
equivalent amount of Tax Credits after NOL is exhausted) will be limited to an amount equal to the
"long-term tax exempt rate" multiplied by the fair market value of the equity in Debtor after giving
effect to the Plar. The "tong -term tax exempt rate" for June 1992 is 6.444. It is not practicable to
determine the value of the equity in Debtor after giving effect to the Plan, but Debtor believes that the
value will not be high enough to avoid a substantial, adverse impact an Debtor's ability to use its NOL
and Tax Credits following any "ownership change." Even if an "ownership change" is deemed to have
occurred, Debtor may realize substantial relief under the special rules of § 382(11(5) of the Tax Code, as
discussed in § VII.C.4.C of this Disclosure Statement,
h. Ownership Changes
Under Tax Code § 382. an "ownership change" occurs if and when the stock of a corporation
owned by one or more 5'c shareholders has increased by more than fifty percentage points over the
lowest percentage of stock of the corporation owned by such shareholders at any time during the prior
three years. The percentage of stock owned by a shareholder is determined by the value of the stock
held by such shareho:der. Special rules apply to treat related parties and certain groups of sharehold-
er as a single shareholder for determining whether or not a change has occurred with respect to a 5%
shareholder. Generally, members of a public group of shareholders are treated collectively as one 5%
shareholder for purposes of the Tax Code. For purposes of § 382 of the Tax Code, stock includes all
stock other than stock that is described in § 1504(a4) of the Tax Code teelating to "preferred stock").
Under that Section, stock is treated as preferred stock if it ti) has no voting rights, (ii) is limited and
preferred as to dividends and does not participate in corporate growth to any significant extent,
(iii has redemption and liquidation rights which do not exceed the issue price of such stock (except for
reasonable redemption or liquidation premiums), and (iv) is not convertible into another class of
stock.
Furthermore, special ruses apply under § 382 of the Tax Code with respect to options to acquire
stock. Generally, an option to acquire stock will be deemed exercised if, by so deeming, an ownership
change will be deemed to have occurred. Debtor understands that all options to acquire stock of the
Debtor have been cancelled or have lapsed.
Moreover, as noted above, transfers of stock made within any three-year period will be included in
any determination of whether an ownership change has occurred. Based upon Debtor's records, no
transfers of stock within the three years prior to the date hereof have occurred which will count in the
61
determination of whether an ownership change has occurred or will occur. Also, the sole shareholder
of Metroflight and Metro Leasing is Metro Air, and Metro Air will not transfer any shares therein prior
to the Effective Date and thereafter only in certain circumstances with approval of its Board of
Directors and as described in the Plan. Additionally, based upon Metro Air's records, Metro Air has
only one shareholder, Mr. Edmond Henderson, who holds an interest therein of greater than 5%.
Mr. Henderson has agreed that prior to the Effective Date he will not sell or acquire any shares of
stock in Metro Air. Consequently, unless an unknown person or entity becomes the owner of 5% or
more in value of the stock of Metro Air prior to the Effective Date, the analysis of whether an
ownership change will occur as a result of the Plan can be made solely based upon the instruments to
be issued pursuant to the Plan.
Upon the Effective Date, Metro Air will issue new common stock. 6,114,290 shares of New Metro
Air Class A Common Stock will be issued to the holders of the Interests (i.e., the holders of the current
outstanding stock of Metro Air) on a one -for -one basis. 5,275,073 shares of New Metro Air Class B
Common Stock will be issued in certain proportions to the holders of Class 7 and Class 8 Claims (as
discussed in § VD.7. of this Disclosure Statement). As discussed in § VI.B.2.b. of this Disclosure
Statement, Metro Air is reserving 599,440 shares of New Metro Air Class B Common Stock for the
employees of Metro Air. This stock will be issued, if at all, in the discretion of the Board of Directors of
Metro Air. Therefore, a total of 5,874,513 shares of Metro Air stock may be received by persons who
are not currently stockholders of Metro Air. Assuming that all shares reserved for employees are
issued to employees upon the Effective Date, prior shareholders will hold 6,114,290 shares and new
shareholders will hold 5,874,513 shares, causing 51% of the number of shares of stock of Metro Air to
be held by prior shareholders and 49% of the number of shares of stock of Metro Air to be held by new
shareholders. Thus, no ownership change will occur on the Effective Date so long as the value of the
New Metro Series A Common Stock equals or exceeds the value of the New Metro Air Class B Common
Stock. An analysis of value requires an analysis of all relevant facts and circumstances. It should be
noted, however, that any analysis of value is imprecise and not necessarily conclusive. If, prior to the
Effective Date, a person or entity (other than Mr. Henderson) becomes the owner of 5% or more in
value of the stock of Metro Air, the value of the shares acquired by such person or entity will be added
to the value of the forty-nine percent (49%) of the number of new shares of stock of Metro Air to be
issued to new shareholders under the Plan. In such a case, an "ownership change" likely would occur
upon the Effective Date. Each holder of a Claim or Interest is urged to consult with its own tax
advisors on the issues pertaining to § 382 of the Tax Code.
There will be no differences between the rights and privileges of the New Metro Air Class A
Common Stock and New Metro Air Class B Common Stock, except that the New Metro Air Class A
Common Stock will be entitled to the Settlement Payment Right, a preferential payment see
§ VI.B.2.a. of this Disclosure Statement and except that directors will be selected in a specified manner
as more fully discussed in § IV.D.1. of this Disclosure Statement and except that directors will be
selected in a specified manner as more fully discussed in § IVD.1. of this Disclosure Statement. The
Settlement Payment Right entitles holder of the New Metro Air Class A Common Stock to receive a
preferential distribution of thirty-five cents ($.35) per share upon the occurrence of certain contingent
events.
All of the New Metro Air Class A Common Stock and New Metro Air Class B Common Stock will
be subject to restrictions on transfer. These restrictions are intended to prevent any ownership change
within a three-year period after the Effective Date. These restrictions on transfer will prohibit the
transfer, sale or other disposition of any shares (a) by a shareholder for a thirty -day period after the
Effective Date by any shareholder, and (b) by or to any five percent (5%) shareholder for a period of
three years after the Effective Date, unless approved by the Board of Directors of Metro Air.
As noted above, Mr. Edmond A. Henderson currently owns more than 5% of the current existing
outstanding shares of stock of Metro Air. Mr. Henderson will receive one share of New Metro Air
Class A Common Stock in exchange for each share of his old stock. Even after giving effect to the
dilution of shares on the Effective Date, Mr. Henderson will own over 5% of the shares of outstanding
am
shares of stock of Metro Air. The restrictions on transfer described above will affect Mr. Henderson as
he will not be permitted to make a transfer without the consent or approval of the Board of Directors
of Metro Air for a three-year period after the Effective Date. This restriction might negatively affect
the value of his shares However, the large number of shares head by Mr Henderson will give him
substantial voting control, including the power to elect at least one member of the Bc and of Directors
of Metro Ain Moreover, as the Lead Class 16 Member and the holder of the large majority of Class 16
claims. Mr. Henderson will be the primary beneficiary of the Cal: 'These facts arguably might posi-
tively affect the value of his shares. It is unclear whether Mr. Henderson's shares of New Metro Air
Class A Common Stock will be deemed to be worth more than, less than or equal to the shares of other
holders of New Metro Air Class A Common Stock.
The value of the New Metro Air Class A Common Stock and New Metro Air Class B Common
Stock may also be affected by the voting privileges of each group. As discussed in more detail in
§ IV.D.1 of this Disclosure Statement, from and after the Effective Date, the Board of Directors of
Metro Air shall be comprised of 9 members. The initial members of the Board of Directors of Metro Air
shall be submitted to the Court at the Confirmation Hearing by Debtor and the holders and Un-
secured Claims. It is anticipated that the initial Board will be comprsed of 4 members designated by
the holders and Unsecured Claims, including the Place Eight Director. whc will be designated by
Owens Illinois. Inc., and 4 members will be designated by the existing management of Metro Air. The
existing management of Metro Air is attributable to the parties who will hold the New Metro Air
Class A Common Stock. It is also anit,.cipated that the initial candidate for the position of the Place
Nine Director will be chosen by the existing management of Metro Air from a list submitted by the
holders of Unsecured Claims. In subsequent years. the New Metro Air Class A Common Stock will
effectively control 4 seats on the Board of Directors and the New Metro A r Class B Common Stock will
effectively control 4 seats on the Board of Directors, including the seat of the Place Eight Director. In
subsequent years. the selection of the Place Nine Director will involve the :nterests of both New Metro
Air Class B Common Stock and New Metro Air Class A Common Stock while the Metro Air Notes are
outstanding, and thereafter the position will be controlled by the holders of New Metro Air Class A
Common Stock. It is unclear whether :he process of electing the members of the Board of Directors of
Metro Air will be deemed to favorably affect the value of the New Metro Air Class A Common Stock or
the New Metro Air Class B Common Stock. Other factors affecting value include the Call ( as discussed
in § VI.B. lb of this Disclosure Statement: which may favorably affect the value of the shares of New
Metro Air Class A Common Stock. and the power of the Plan Committee to effect a settlement of the
AA Litigation i as discussed in § IS'C.1 of this Disclosure Statement', which may favorably affect the
value of the shares of New Metro Air Class B Common Stock Considerng. among other things, the
Settlement Payment Right, Debtor believes that the vaue of the shares of the New Metro Air Class A
Common Stock will exceed the value of the shares of New Metro Air Class B Common Stock upon the
Effective Date. There is no assurance, however, that this will be the case. If the aggregate value of the
New Metro Air Class A Common Stock is deemed to be less than the aggregate value of the New Metro
Air Class B Common Stock, an "ow-nership change" will be deemed to occur upon the Effective Date.
Another rule contained in § 382 of the Tax Code further clouds this issue. Under § 3S2 of the Tax
Code, the Treasury Secretary has been granted broad discretion to issue regulations which could
cause an instrument that is not labeled as stock (such as a debt instrument 1 w be treated nevertheless
as stock for purposes of determining whether an ownership change has occurred. These rules could
cause warrants, options. contracts to acquire stock, convertible debt interests, other debt instruments
and other similar interests to be treated as stock. These rules could extend to the New Notes. Under
the Temporary Treasury Regulations issued with regard to these rules, a non -stock instrument would
be treated as stock if it were determined that :ii the instrument offers a potentially significant
participation in the growth of the subject corporation, Ii) treating the instrument as stock would
result in an "ownership change," and l iii' the amount of pre -change losses of the subject corporation
is more than twice the amount determined by multiplying the value of the subject corporation by the
long-term tax exempt rate. The rules described in 'ii and ill) above are mechanical in nature, and are
easy to apply. However, the rules described in (i) above are subject to interpretation and the Tempo-
rary Treasury Regulations do not contain any explanation of how to apply this rule. If the Metro Air
Notes were deemed to offer a potentially significant participation in the growth of Metro Air, an
ownership change of Metro Air would be deemed to occur as the rules described in (ii) and (iii) above
would be satisfied. Although it could be argued that the Metro Air Notes should be treated as stock for
purposes of § 382 of the Tax Code, Debtor believes that the Metro Air Notes do not offer a potential
significant participation in the growth of Metro Air, and Debtor intends to treat the Metro Air Notes as
debt for federal income tax purposes. Repayment of the Metro Air Notes is subordinate to payment of
other debts and is made prior to maturity only from certain excess cash proceeds. The Metro Air Notes
will mature fifteen (15) years after the Effective Date. The amount payable under the Metro Air Notes,
however, is fixed, does not exceed the amount of the Claims in issue and will accrue interest at or near
current applicable federal rates. Any growth in Debtor after repayment of debts, including the Metro
Air Notes, will inure solely to the benefit of the holders of the New Metro Air Class A and Class B
Common Stock. Consequently, Debtor intends to treat the Metro Air Notes as debt for purposes of
§ 382 of the Tax Code. If the Metro Air Notes were determined to constitute stock for purposes of § 382
of the Tax Code, Debtor's utilization of tax attributes would be limited, as discussed further below. See
also the discussion in § VII.B.1 of this Disclosure Statement.
Based on the foregoing, Debtor believes that no ownership change will occur upon the Effective
Date. As noted, however, if (i) the New Metro Air Class B Common Stock is worth more than the New
Metro Air Class A Common Stock, (ii) the Metro Air Notes are deemed to constitute stock for purposes
of § 382 of the Tax Code, or (iii) a new person or entity becomes an owner of five percent (5%) or more
of the stock of Metro Air prior to the Effective Date, an ownership change likely will be deemed to have
occurred. If an ownership change occurs, the NOL (and equivalent Tax Credits after exhaustion of the
NOL) annually available to Debtor each year after the Effective Date will be limited to an amount
equal to the long-term tax exempt rate multiplied by the (currently undetermined) fair market value
of the equity in Debtor as increased by the value resulting from the cancellation of debt pursuant to
the Plan. Debtor would also be entitled to utilize, without limitation, pre -ownership change NOL,
under § 382 of the Tax Code to the extent of any "net unrealized built -in -gains". However, Debtor does
not believe that this special rule is likely to provide to Debtor any significant relief from the general
limitation of § 382 of the Tax Code. Even if an ownership change is deemed to occur under the Plan,
Debtor may be entitled to the special relief provided by § 382(1)(5) of the Tax Code (referred to
generally herein as the "Bankruptcy Exception"), discussed below.
c. The Tax Code Bankruptcy Exception § 382(1)(5).
Under the Bankruptcy Exception, the adverse consequences of an ownership change generally
will not apply, and, subject to certain limitations discussed below, a debtor corporation will be able to
utilize a reduced amount of its NOL and Tax Credits, without being subject to the annual limitation.
To be eligible for the Bankruptcy Exception, upon the Effective Date the prior shareholders and
certain prior creditors of Metro Air will need to own fifty -percent (50%) or more of the value and
voting power of stock of Metro Air. As discussed in § VI.B.2 of this Disclosure Statement, upon the
Effective Date, existing shareholders of Metro Air will own 51% of the number of shares of Metro Air
(actually 53.1% if the 599,440 shares set aside for employees are not actually issued upon the Effective
Date), and the Class 7 and Class 8 Creditors will own 49% of the number of shares of Metro Air
(actually 46.3% if the 599,440 shares set aside for employees are not actually issued upon the Effective
Date). Under the Bankruptcy Exception, only those Class 7 Creditors or Class 8 Creditors (i) who
acquired their Claims at least eighteen (18) months before the date of the filing of the bankruptcy
petition by Debtor, or (ii) whose Claims against Debtor arose in the ordinary course of the trade or
business of Debtor and were held at all times by the same party who is now the Creditor under the
Plan will be included as owners of stock for purposes of determining whether 50% or more of the stock
of Metro Air is owned by prior shareholders and creditors on the Effective Date. Debtor believes that
the Class 7 Claims arose in the ordinary course of Debtor's business and have been held by the same
persons since such Claims were incurred. Consequently, the shares of New Metro Air Class B Common
m
Stock received by Crass 7 Creditors should qualify to enable Metro Air to satisfy the Bankruptcy
Exception. Debtor has been unable to determine whether or not the Creditors holding the Class 8
Claims acquired their interests at least eighteen :18; months before the date of the filing of the
Debtor's bankruptcy petitions. However, Proposed Treasury Regulations would permit Debtor to
assume that any party that holds less than 2'% of the outstanding Metro Air Bonds on the Effective
Date owned its interest in such bonds for the prior 18 months, Under such Proposed Treasury
Regulations, however. Debtor would need to ask any holders of 2' or more of the Metro Air Bonds on
the Effective Date when they acquired their Metro Air Bonds to determine if they will he eligible to
permit the application of the Bankruptcy Exception. Debtor has been unable to make any such :nquiry
or determination prior to the date of this Disclosure Statement.. If necessary, Debtor will seek to obtain
the benefits of the Bankruptcy Exception. Debtor believes that it would be eligible for the Bankruptcy
Exception upon the Effective Date.
If the Bankruptcy Exception is applicable, although Debtor will not be subject to an annual
limitation on the use of its NOL. Debtor's NOL or other tax attributes nevertheless will be reduced by
the sum of any interest deductions taken for the prior three preceding full taxable years and the
portion of the taxable year in which the Effective Date occurs, on any indebtedness which was
converted into stock under the Plan, p:us 50% of the amount of DOI income which :s excluded under
§ 108(elt 101: B) of the Tax Code as a result of the Stock -for -Debt Exception ( as discussed in § VII.C.1.b.
of this Disclosure Statement), If the New Notes are deemed publicly traded or if the Metro Air Bonds
are publicly traded, the amount of DOi income excluded under the Stock -for -Debt Exception could be
substantial, and would reduce available NOL or other tax attrihuteb under § 3821 G(5) of the Tax Code.
Otherwise, Debtor believes that it will not be materially adversely affected if it were required to rely
on the Bankruptcy Exception.
If the Bankruptcy Exception applies on the Effective Date, any subsequent ownership change
within two years thereafter will cause an elimination of all of Debtor's NOL and Tax Credits, The
restrictions on transfers of stock which will be imposed under the Plan on the New Metro Air Class A
Common Stock and New Metro Air Class B Common Stock 'as discussed in § VI.B.2. of this Disclosure
Statement) are intended to help prevent any subsequent ownership change in Metro Air after the
Effective Date. It should be noted that the IRS has issued a notice of proposed rules to be issued to
determine the proper allocation of tax attribute reduction under Tax Code § 382(:)(5) where, as is the
case here, a consolidated tax return is filed.
d. Summary.
Any reduction in the availability of NOL, Tax Credits or other tax attributes to Debtor, will have a
materially adverse effect on the amount and timing of payments by Debtor on the New Notes. As the
issues relating to the availability of NOL, Tax Credits or other tax attributes are not free from doubt,
and as difficult factual issues will affect the final determination, each holder of a Claim or an Interest
:s urged to consult its tax advisors for a further and detailed explanation of applicable issues and rules
5. Gain or Loss.
Upon the satisfaction of any claims with property other than cash• notes or stock, Debtor will
realize gain or loss in an amount equal to the difference between its adjusted tax basis in such property
and the amount of the Claim so satisfied. This is particularly relevant to the satisfaction of the Class 6
Claims with property presently secured thereby. Moreover, Metro Air will realize gain or loss upon the
sale of its assets pursuant to the Plan in an amount equal to the difference between its adjusted tax
basis in such assets and the amount realized upon any sale.
a TAX CONSEQUENCES TO CREDITORS.
The federal income tax consequences to Creditors arising from the Plan will vary depending
upon, among other things, the type of consideration received by the Creditor in exchange for its Claim;
whether the Creditor reports income using the cash or accrual method; whether the Creditor has
taken a "bad debt" deduction with respect to its Claim, whether the Creditor receives consideration in
more than one tax year; whether the Creditor is a resident of the United States; whether all the
consideration received by the Creditor is deemed to be received by the Creditor in an integrated
transaction; whether the Creditor's Claim is a long-term obligation classified as a "security" for
federal income tax purposes; and whether the consideration to be received pursuant to the Plan
constitutes a "security" for federal income tax purposes.
1. Definition of Security for Tax Purposes.
The determination of whether a Claim constitutes a "security" for federal income tax purposes
depends upon the facts and circumstances surrounding the origin and nature of the Claim, and upon
the interpretation of numerous judicial decisions. Prominent factors that the courts have relied on in
making this determination include the original term of the instrument, whether the instrument is
secured and the negotiability of the instrument. Generally, Claims arising out of the extension of trade
credit have been held not to be tax securities. Although the precise limits are unclear, instruments
with a term of less than five years rarely qualify as tax securities. On the other hand, bonds or
debentures with an original term in excess of five to ten years have generally been held to be tax
securities. Each Creditor who will receive a New Note should consult its tax advisors to determine
whether its Claim constitutes a "security" for federal income tax purposes.
While the issue is not free from doubt, Debtor believes that the New Notes will constitute
securities for federal income tax purposes. It is unlikely that the Class 5, Class 7 or Class 9 Claims will
constitute securities, but it is likely that the Class 8 Claims will constitute securities.
2. Claims Constituting Securities.
The transactions effected pursuant to the Plan should constitute a "recapitalization" qualifying
as a "reorganization" of Debtor under the Tax Code and, as such, the consequences of such transac-
tions to Creditors whose Claims constitute securities (in all likelihood the Creditors in Class 8) should
be as described in this section. If, however, the Plan as confirmed does not qualify as a "reorganiza-
tion" under the Tax Code, Creditors holding Claims which are tax securities will be treated the same
as Creditors whose Claims do not constitute tax securities (in all likelihood the Creditors in Classes 5,
7 and 9) as described in § VILD.3. of this Disclosure Statement.
a. Recognition of Gain.
Assuming the Plan constitutes a "reorganization" under the Tax Code, and subject to the
discussion of market discount in § VII.D.6.b. of this Disclosure Statement, security holders (Creditors
holding an obligation of Debtor constituting a "security" as discussed above) who receive the New
Notes (assuming such instruments qualify as a "security" of Debtor as discussed above) or a combina-
tion of New Notes and New Metro Air Class B Common Stock generally will not recognize gain or loss,
subject to certain exceptions. First, income or loss will be recognized to the extent that the value
received for accrued interest is more or less than the amount of accrued interest previously included in
income for federal income tax purposes. See the discussion in § VII.D.4 of this Disclosure Statement.
Second, Creditors with Claims which constitute "securities" who receive cash or property other than
New Notes (or a combination of New Notes and New Metro Air Class B Common Stock) will recognize
gain to the extent of the lesser of (i) the amount of cash and the fair market value of such other
property received other than that portion, if any, received in respect of Claims for accrued interest and
penalties, or (ii) the actual gain realized, measured by the excess of the total value of the consideration
received (other than any consideration received in respect of Claims for accrued interest and penal-
ties), over the adjusted tax basis of the Claim (other than Claims for accrued interest and penalties)
exchanged. Finally, a security holder who receives only cash will recognize gain or loss based on the
amount of cash received, if any, compared to the adjusted tax basis of its Claim. Assuming the Plan
constitutes a "reorganization" of Debtor under the Tax Code, holders of securities who receive
securities will not recognize any loss realized on the exchange.
[Yy
h. Tax Basis and Holding Period of Property Received.
A security holder's aggregate tax basis in New Notes and New Metro Air Class B Common Stock
received tax free in exchange for Claims other than Claims for accrued interest and penalties) will
equal the holder's basis in the surrendered Claims other than Claims for accrued interest and
pena.:ies.. decreased by the amount of Cash and the fair market value of property 'other than
securities and stack', if any, received for such Claims (other than Claims for accrued interest and
pens ties. and increased by the amount of gain, if any, recognized an the exchange.
Generally. such aggregate basis will be apportioned between the securities and stock received
according to their relative fair market values on the date of exchange, and it is likely that this
apportionment method will apply to allocate basis between Metro Air Notes avid New Metro Air
Class B Common Stuck under the Plan. However, it is possible that in the case of an exchange. ,uch as
the instant exchange, which occurs pursuant to a bankruptcy plan of reorganization and in which a
debt instrument is exchanged for a package of consideration consisting of, among other things. a new
debt instrument and stock, the apportionment of tax basis should follow the ruse described in
§ VII.C.l.b. of this Disclosure Statement for determining the amount of the Metro Air Bonds treated
as exchanged for New Metro Air Class B Common Stock —i.e., :i) the Metro Air Notes should be
allocated an amount of tax basis up to their issue price. and (:i) the excess of the retraining tax basis
should be allocated to the New Metro Air Class B Common Stock. These two methods of tax basis
apporionment will yield different results that will affect the tax treatment of disposition of the New
Metro Air Class B Common Stock and future income with respect to. and repayment of, the Metro Air
Notes. As noted above.:t is likely that the correct method is the first method described above, and the
IRS has issued a private titter ruling which reflects this position.
The holding period for such securities and stock received will include the period during which the
Creditor held the securities exchanged therefor, provided such securities were held as a capital asset
on the date of the exchange.
The tax basis of property other than securities or stocks, if any, received in exchange for a
security generally will equal the fair market value of such property The holding period of such
property w11 begin on the day after the date of exchange.
3. Claims Not Constituting Securities.
a. Recognition of Gain or Loss.
On the exchange of its Claim : other than. any Claim for accrued interest and penalties) for cash or
property. a Creditor whose Claim is not classified as a security for federal income tax purposes 'as
described above, in all likelihood Creditors in all Classes other than Class al will recognize gain or loss.
Generally, such a Creditor will be entitled to a bad debt deduction or a charge against its bad debt
reserve to the extent the adjusted tax basis of its Claim other than a Claim for accrued interest and
penaties) exceeds the "amount realized," which equals the sum of the amount of cash received, the
issue price (although unclear, such amount for a cash bases taxpayer might equal fair market value ' of
New Notes received and the fair market value of New Metro Air Class B Common Stock received, if
any (excluding the amount of any such consideration received in respect of Claims for accrued interest
and penalties). If the sum of such items is greater than the adjusted tax basis of the Claim, a Creditor
will recognize taxable gain. This may occur, for example, where a Claim represents income not
reported on the cash method of tax accounting or where all or a portion of the Claim has been deducted
as a bad debt. Each Creditor whose Claim does not constitute a security and who will receive a New
Note should consult its tax advisors with respect to these rules.
h. Tax Basis and Holding Period of Property Received.
The tax basis of property received by Creditors whose Claims are not classified as securities in
exchange for their Clams 'other than Claims for accrued interest and penalties) will be the amount of
such property that is included in the Creditor's amount realized on the exchange. The holding period
for such property will begin on the day after the date of the exchange.
67
4. Receipt of Interest.
The Bankruptcy Tax Act of 1980 reversed prior law by providing that income attributable to
accrued and unpaid interest will be treated as ordinary income, regardless whether the Creditor's
existing Claims are capital assets in its hands and whether the exchange is pursuant to a tax
reorganization.
A Creditor who, under its tax accounting method, was not previously required to include in
income accrued and unpaid interest attributable to its existing Claims and who exchanges its interest
Claim for cash, New Metro Air Class B Common Stock or New Notes, or a combination thereof,
pursuant to the Plan will be treated as receiving ordinary interest income to the extent of any
consideration so received allocable to such interest, regardless of whether that Creditor realizes an
overall gain or loss as a result of the exchange of its existing Claims. The extent to which consideration
distributable under the Plan should be allocable to such interest is uncertain.
The House Report to the Bankruptcy Tax Act of 1980 indicates that an allocation of consideration
to claims for principal and accrued interest under the Plan may be binding for federal income tax
purposes. However, the IRS has not issued any regulations describing the method by which amounts
received by a Creditor under a bankruptcy plan are allocated between principal and interest and it is
unclear whether, or to what to extent, the Proposed Treasury Regulations are intended to affect the
ability of the parties to make such an allocation. It is possible, however, that in the absence of any
express allocation in the Plan, consideration received by Creditors under the Plan should be allocated
based on the ratio of the Creditor's Claim for accrued interest and penalties to the aggregate Claim of
such Creditor.
A Creditor who previously included in income accrued and unpaid interest attributable to its
existing Claim will recognize a loss (generally deductible in full against ordinary income) to the extent
such accrued and unpaid interest is not satisfied in full. Thus, the holder of a Claim in Class 5 or
Class 8 who has included such amounts in income will be entitled to deduct these amounts as a loss.
For purposes of the above discussion, "accrued" interest means interest which accrued while the
underlying Claim was held by the Creditor.
5. Character of Gain or Loss.
The character of gain or loss recognized by a holder of a Claim as capital or ordinary gain or loss
and, in the case of capital gain or loss, as short term or long term, will depend on a number of factors,
including: (a) the nature and origin of the Claim; (b) the tax status of the holder of the Claim;
(c) whether the holder is a financial institution; (d) whether the Claim is a capital asset in the hands of
the holder; (e) whether the Claim has been held for more than one year; (f) the extent to which the
holder previously claimed a loss, bad debt deduction or charge to a reserve for bad debts with respect
to the Claim; and (g) whether, in the case of a Claim arising from certain indebtedness issued after
July 18, 1984, with a term of more than one year for which no election was made to currently include
market discount in income, the difference between (y) the holder's tax basis in the indebtedness
immediately after it was acquired and (z) the stated redemption price of the indebtedness at maturity
(or, in the case of a debt obligation issued with OID, its revised issue price), provided such difference
exceeds the "de minimis" amount. For a discussion of the market discount rules see § VII.D.6.b. of this
Disclosure Statement.
6. Application of OID Rules to Holders of New Notes.
a. General.
As indicated in § VII.C.2. of this Disclosure Statement, under the OID rules, holders of New Notes
will include interest on the New Notes in income according to a method that reflects the economic
accrual of interest based on a constant yield. As a result of these rules, with respect to certain accrual
periods, holders will include OID in gross income in advance of receiving cash with respect thereto
(and even if such cash is not paid). Moreover, holders will realize income in certain cases where
principal payments are recharacterized as interest payments for federal income tax purposes. For a
further and more detailed discussion of the 0ID rules and the application thereof to the holders of
New Notes. see f VII.C.2. of this Disclosure Statement.
h. Market Discount.
"Market discount" is defined generally as the excess 1 if any ) of i ) the "stated redemption price at
maturity" (as such phrase is defined in the Tax Code) of a debt obligation or, in the case of a debt
obligation issued with 0ID, its "revised issue price," as defined below:, over i ii l the tax basis of the
debt obligation in the hands of the holder immediately after its acquisition. The "revised issue price"
of a debt obligation generally equals the sum of its issue price, as discussed below, and the total
amount of 0lD includible in the gross income of all holders for periods before the acquisition of the
debt obligation by the current holder twithout regard to any reduction in such income resulting from
any prior purchase at a price higher than the original issue price plus previously accrued 01D) and,
although unclear under the Proposed Treasury Regulations, presumably less any cash payments )n
respect of such debt obligation other than "Qualified Periodic Interest" payments as discussed in
§ VII.C.2.a of this Disclosure Statement).
In genera, Metro Air Bonds in the hands of original holders who acquired such bonds at the date
of issuance are not market discount bonds. In addition, under a "de minimis" exception, there is no
market discount to a subsequent holder if the excess of the stated redemption price at maturity of the
obligation 1 or, presumably, its revised issue price in the case of an obligation issued with 0ID) over the
holder's tax basis if the obligation is less than 1'4 of 1% of the stated redemption price at maturity : or,
presumably, its revised issue price) multiplied by the number of complete years after the acquisition
date to the obligation's date of maturity. With respect to subsequent holders who purchased Metro Air
Bonds- after the date of their original issuance at a market discount in excess of the "de mirumis"
exception, unless the holder otherwise elected to compute the accrued market discount based upon an
economic yield to maturity, the accrued market discount generally would be the amount calculated by
multiplying the market discount by a fraction, the numerator of which is the number of days the
Metro Air Bonds have been held by the holder and the denominator of which is the number of days
after the holder's acquisition of the Metro Air Bonds up to and including their maturity date.
Generally, holders in whose hands the Metro Air Bonds are market discount bonds will be
required to treat as ordinary income and generally as interest) any gain realized upon the sale or
exchange of its Metro Air Bonds to the extent of the market discount that accrued during the holder's
period of ownership as of the Effective Date, unless the holder elected to include the market discount
in income as it accrued. Any additional gain recognized by the holder would be characterized in
accordance with the rules described above. However, the market discount rules also provide that,
under regulations prescribed by the IRS, recognition of accrued market discount on an exchange such
as the instant exchange may be limited to the amount of gain that would be recognized without regard
to the market discount rules : in this case, only to the extent of cash and other property, if any, received,
as described in § VII.D.2. of this Disclosure Statement. To date, such regulations have not been
issued. Thus, it is unclear whether this limitation will apply to the Plan.
If regulations limiting the amount of accrued market discount treated as ordinary income upon
an exchange of a market discount bond in which gain or loss is not recognized in whole or in part are
promulgated as described above and are applicable to the Plan, any accrued market discount not
treated as ordinary income on the exchange would carry over into the nonrecognition property
received in the exchange tie., those Series B Metro Air Notes, and, where applicable. New Metro Air
Class B Common Stock in which a holder takes an aggregate tax basis equal to its adjusted tax basis in
the Metro Air Bonds exchanged therefor). On disposition of any such nonrecognition property, any
gain recognized generally would be treated as ordinary income to the extent of the amount of accrued
market discount )including accrued market discount carried over thereto), unless the holder thereof
previously had elected to include market discount in income as it accrued. However, as discussed
above, no such regulations have been issued at this time and there are no assurances that such
regulations will be issued or, if so, that they will provide as described above.
Accordingly, holders in whose hands the Metro Air Bonds are market discount bonds may be
required to realize ordinary income upon the exchange of the Metro Air Bonds for Series B Metro Air
Notes and Metro Air Class B Common Stock. A holder of New Notes that have market discount may
also be required to defer recognition of a portion of interest expense attributable to any indebtedness
incurred or continued to purchase or carry the New Notes.
Due to the uncertainties surrounding the applicability of OID and market discount rules, each
prospective holder of a New Note is urged to consult its tax advisors with respect to the potential
application of the OID and market discount rules on New Notes received by such holder pursuant to
the Plan.
7. Disposition of New Metro Air Class B Common Stock.
If a Creditor recognizes gain on a sale or exchange of New Metro Air Class B Common Stock that
it receives in exchange for its Claim under the Plan, such gain will be ordinary income to the extent of
the sum of (a) the amount of accrued market discount, if any, carried over into such New Metro Air
Class B Common Stock (as discussed above), (b) any bad debt deduction taken with respect to such
Claim and (c) any ordinary loss taken on the exchange of such Claim for such New Metro Air Class B
Common Stock.
8. Backup Withholding and Reporting.
Under the Tax Code, interest, dividends and other "reportable payments" may be subject to
"backup withholding" at a 20% rate under certain circumstances. Withholding generally applies if the
holder (a) fails to furnish its social security number or other taxpayer identification number ("TIN"),
(b) furnishes an incorrect TIN, (c) fails properly to report interest or dividends and the payee has been
notified of under -reporting, or (d) fails, under certain circumstances, to provide a certified statement,
signed under penalty of perjury, that the TIN provided is its correct number and that it is not subject
to backup withholding.
Debtor will withhold all amounts required by law to be withheld from payments to holders of
Claims. In addition, such holders may be required to provide certain tax information to Debtor as a
condition of receiving distributions under the Plan. Debtor intends to comply with all applicable
reporting requirements of the Tax Code.
E. TAX CONSEQUENCES TO EXISTING SHAREHOLDERS.
Metro Air intends to take the position that the issuance of the New Metro Air Class A Common
Stock is a recapitalization qualifying as a reorganization of Debtor under the Tax Code, and the
discussion above assumes this to be the case. As such, the exchange of existing stock of Metro Air for
New Metro Air Class A Common Stock should not have any federal income tax consequences to the
holders of Interests. The tax basis and holding period of the stock and securities exchanged should
carry over to the stock and securities received.
E IMPORTANCE OF OBTAINING PROFESSIONAL TAX ASSISTANCE.
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PLAN ARE
COMPLEX AND, IN MANY AREAS, UNCERTAIN. THE FOREGOING IS INTENDED TO BE A
SUMMARY ONLY AND, AS SUCH, DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF A CLAIM OR INTER-
EST IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. THE
FOREGOING SHOULD NOT BE CONSIDERED TAX ADVICE AND IS NOT A SUBSTITUTE FOR
CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. ACCORDINGLY, EACH HOLDER OF
A CLAIM OR INTEREST IS STRONGLY URGED TO CONSULT WITH HIS OR HER TAX ADVI-
SORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER AND DEBTOR.
\TII. DEFINED TERMS
For the purposes of this Disclosure Statement and the Plan, the following terms shall have the
following meanings unless the context clearly requires otherwise. Any initially capitalized term ir. this
Disclosure Statement not defined ir. this Article VIII. but used in the Bankruptcy Code shall have the
meaning assigned to such term therein.
1. AAI: Aviation Associates, Inc., one of the two former subsidiaries of Metro Air that operated
using the name "Eastern Metro Express" under services and code -sharing agreements with Eastern
Air Lines.
2. AA Litigation: All causes of action being adjudicated in the suit styled American Airlines,
Inc., plaintiff v. Metro Airlines, Inc. and Metro flight, Inc., defendants, currently pending in the Court
as Adversary Proceeding No. 391-3278 in the Case.
3. Administrative Expense Claim. Any Claim incurred by Debtor in the ordinary course of
business during the Case, other than Professional Fee Claims.
4. Air Debt: That certain Claim of Metroflight against Metro Air of approximately
$13.400,000.
5. ALPA: The Air Line Pilots Association, International.
6. American Airlines: American A rlines, Inc.
7. Amen can Service Agreements: Collectively, the code sharing and service agreements pursu-
ant to which Metroflight operates as an American Eagle carrier in affiliation with American Airlines.
8. Annual Cash Flow shall mean:
a. net income (determined in accordance with generally accepted accounting principles);
b. plus the sum of ti ) depreciation. i ii) amortization (including the amortization of good-
will'; (iii' accrued but unpaid interest and tax expense, and 'iv) any other accrued but unpaid
charges deducted in arriving at such net income, net of any noncash credits added in arriving at
such net income;
c. minus any increase, or plus any decrease, in working capital )determined in accordance
with generally accepted accounting principles);
d. plus total proceeds of assets sales, less any gair, or plus any loss an sale of such asset to
the extent used in an -wing at such net income;
e. minus the lesser of (i) actual cash capita] expenditures, or (:il the budgeted capital
expenditures provided for in Schedule 1.56 of this Plan including (A] amendments to such
budgeted capital expenditures approved by the Metrofiight Subcommittee and the BofA Subcom-
mittee and. tb; budgeted capital expenditures deferred from any prior year;
f. plus proceeds of any increase in long-term debt.
9. BAE: British Aerospace, Inc.
10. BAT Leasing Companies. BAE and Jet Acceptance Corporation ;a.k.a. JACO), and their
respective successors in interest.
11. Bankruptcy Code: T le 11 of the United States Code.
71
12. Bankruptcy Exception: A certain special relief provided under § 382 (1)(5) of the Tax Code,
as more particularly discussed in § VII.C.4.c of this Disclosure Statement.
13. BofA Claim: The Claim of the Bank of America, NT & SA against Metro Air, evidenced by
that certain promissory note and the related Loan Agreement dated March 30, 1989, and secured by a
pledge of all issued and outstanding shares of common stock of Metroflight.
14. BofA Note: The promissory note having the terms and characteristics provided in 9 5.1 of
the Plan and described in § VI.B.1.a of this Disclosure Statement.
15. Brady Litigation: All causes of action being adjudicated in the action styled Phoenix
Airline Services, Inc., et al. v. Metro Express, Inc., currently pending in Fulton County Superior Court,
Docket No. D37066.
16. Business Day: A day on which national banking associations are required by law to remain
open for business.
17. Call: The instrument evidencing the right of the Lead Class 16 Member to purchase the
Metro Air Notes on the terms and conditions set forth in 1 6.8 of the Plan and described in § VI.B.1.b of
this Disclosure Statement.
18. Case: The captioned bankruptcy cases, collectively, being jointly administered as case
no. 391-32522-HCA-11.
19. Chaparral Airlines: Chaparral Airlines, Inc., a former subsidiary of Metro Air, which
merged into Metroflight in September 1990.
20. Closing: The occurrence of those events described in 9 7.3 of the Plan, as described in
§ VE.2 of this Disclosure Statement.
21. Committee: The official committee of unsecured creditors of Metroflight and Metro Air
appointed in accordance with § 1102(a)(1) of the Bankruptcy Code.
22. Confirmation: The occasion of entry by the Court of an Order confirming the Plan at or
after the Confirmation Hearing.
23. Confirmation Hearing: That hearing held in respect of the Plan pursuant to § 1129 of the
Bankruptcy Code.
24. Confirmation Order: A Final Order by the Court confirming the Plan pursuant to § 1129 of
the Bankruptcy Code.
25. Court: The United States Bankruptcy Court for the Northern District of Texas, Dallas
Division, or any court succeeding to jurisdiction over the Case.
26. Debtor: Metro Air, Metroflight and Metro Leasing, collectively.
27. Debtor Entity: Any of the following debtors: Metro Air, Metroflight, or Metro Leasing
28. Default Date: The date on which the earliest of the following shall occur: (a) the first day
following the end of any two calendar -month period during which Metroflight shall fail to complete at
least ninety-five percent (95%) of its regularly -scheduled flight miles due to cancellations attributable
to maintenance or operational deficiencies within Metroffight's normal management control; (b) the
day on which a default in payment and expiration of any applicable period for cure of such default shall
occur under the BofA Note or under any of the Metroflight Notes; or (c) the day on which Metroflight
shall no longer have the right to serve as an American Eagle carrier through October 31, 2(X)2, unless
the loss of such right arises from the settlement of the AA Litigation that (y) is made with the consent
of the holder of the BofA Note, and (z) is made in accordance with the provisions of 9 6.2.3 of the Plan
as discussed in § IV.C.1.d of this Disclosure Statement.
29. D/FW Airport: Dallas/Fort Worth International Airport
72
30. Disposition. An occurrence in which, with respect to any Debtor Entity, there shall be !a) a
sale or transfer of all or a substantial portion of such Debtor Entity's assets, ib) a sale, transfer or
dilution of any equity security issued by such Debtor Entity pursuant to the Plan. or 'c a cessation or
substantial reduction in the operation of such Debtor Entity.
:31. Distribution Period: Each twelve-month period following the Effective Date of the Plan.
:32. DOI: Gross income from the discharge of indebtedness as described and provided in § 108
of the Tax Code.
33. Eastern Air Lines: Eastern Air Lines, Inc.
.34. Effective Date: The date defined in 11 2.6 of the Plan, as described in § VE.2 of this
Disc:csure Statement.
35. Excess Cash Flow: Annual Cash Flow of Metroffight, reduced by tai Required Reserves,
and ibI scheduled, amortized payments made during the fiscal year on Ih the Metroffight Notes. the
BofA Note, and any other promissory notes) payable by Metroflight and authorized pursuant to the
Plan. Iiit debt incurred subsequent to the Effective Date, so long as such debt was incurred with
proper corporate authority, and (iii) any debt authorized pursuant to ` 6.2.2 of the Plan.
36. Extension Agreements: The agreements among Metro Air, Metroflight and American Air-
lines which provide for a ten-year extension of the American Service Agreements.ti
37. FAA Annual Forecast Report: The annual report issued in March 1992 by the Federal
Aviation Administration setting forth anticipated trends in the aviation industry, which appeared in
Commuter Regional Airline News on March 16, 1992.
38. Final Order: An order or judgment of the Court, or any other court having jurisdiction
over the subject matter of such order or judgment, as to which order or judgment (i) the time for
appeal or to seek review or rehearing has expired without an appeal or petition for review or a motion
for rehearing being filed; or Iii} if an appeal, a petition for review, or a motion for rehearing has been
filed, the party seeking such review, appeal or rehearing has failed to obtain a stay of such order or
judgment. or the court adjudicating such review, appeal or rehearing sustains such order or judgment
and no further review, appeal or rehearing is sought or permitted.
39. Flight Debt: That certain Claim of Metro Leasing against Metroflight of approximately
$6,506,000.
40. Intercompany Claims: Any Claim arising any time prior to commencement of the Case by
one Debtor Entity against any other Debtor Entity.
41. Interest: Any outstanding equity interest in any Debtor Entity prior to the issuance of any
securities pursuant to the Plan.
42. JACO: Jet Acceptance Corporation.
43. Jetstream: Jetstream Leasing Company.
44. J-31 Aircraft: British Aerospace Jetetream 31 aircraft.
45. Lead Class 16 Member Edmond A. Henderson, or if he shall no longer be a holder of New
Metro Air Class A Common Stock or shall be unable or unwilling to serve m the capacity set forth in
T 6 8 of the Plan, then in any such event, a successor designated by majority affirmative vote of the
members of the Metro Air Board of Directors elected by holders of the New Metro Air Class A Common
Stock.
ii American Airlines dispute this interpretation.
73
46. Leasing Companies: Collectively, the SAAB Leasing Companies and the BAI Leasing
Companies.
47. Leasing Debt: That certain Claim of Metro Air against Metro Leasing of approximately
$3,400,000.
48. Litigation Fund: The fund established pursuant to 11 6.3.1 of the Plan, as described in
§ IV.C.1 of this Disclosure Statement.
49. MANI: Metro Airlines Northeast, Inc.
50. Metro Air: Metro Airlines, Inc., debtor and debtor in possession in Case
No. 391-32522-HCA-11 currently pending in the Court, and one of Debtor Entities.
51. Metro Air Bonds: Those certain eight and one-half percent (8½%) Convertible Subordi.
nated Debentures issued by Metro Air pursuant to the Indenture of Trust dated October 8, 1987.
52. Metro Air Class A Common Stock: The 3,575,934 shares of existing common stock of Metro
Air.
53. Metro Air Class B Common Stock: The 2,538,356 shares of existing Class B common stock
of Metro Air.
54. Metro Air Notes: Collectively, the Series A Metro Air Notes and Series B Metro Air Notes
having the terms and characteristics described in 15.2 of the Plan, and described in § VI.B.1.b of this
Disclosure Statement.
55. Metro Air Notes Trust Indenture: The indenture of trust to be created pursuant to 115.2.5
and 11 5.7 of the Plan, as described in § VI.B.1.b of this Disclosure Statement.
56. Metro Air Plan Account: That certain depository account established by Metro Air pursu-
ant to 11 6.6.1 of the Plan, as described in § V.E.3 of this Disclosure Statement.
57. Metro Air Special Expenses: The sum of (a) all liquidation expenses incurred in connection
with the liquidation of any asset as provided in 16.6 or 16.7 of the Plan, plus (b) all reasonable and
necessary operating expenses of Metro Air incurred from and after the Confirmation Date.
58. Metro Express: Metro Express, Inc., one of two former subsidiaries of Metro Air that
operated using the name "Eastern Metro Express" under services and code -sharing agreements with
Eastern Air Lines.
59. Metro Express II: Metro Express II, Inc., a Texas corporation, and former subsidiary of
Metro Air.
60. Metroflight: Metroffight, Inc., d/b/a American Eagle, f/k/a Chaparral Airlines, Inc., debtor
and debtor in possession in Case No. 391-32523-HCA-11, currently pending in the Court, and one of
Debtor Entities.
61. Metroflight Common Stock: The shares of existing common stock of Metroflight.
62. Metroflight Notes: Those promissory notes having the terms and characteristics provided
in 1 5.3 of the Plan, as described in § VI.B.1.c of this Disclosure Statement.
63. Metroflight Notes Trust Indenture: The indenture of trust to be created pursuant to 15.3.8
and 1 5.7 of the Plan, as described in § VI.B.1.c of this Disclosure Statement.
64. Metroflight Stock Pledge Agreement: The stock pledge agreement granted by Metro Air to
the holder of the BofA Note pursuant to 15.1.7 of the Plan and covering the New Metroflight Common
Stock, which stock pledge agreement shall be granted in modification of the existing stock pledge
agreement in favor of the holder of the promissory note evidencing the BofA Claim.
65. .Metro Leasing Metro Leasing. Inc., a k a Metro Airline Leasing, Inc., debtor and debtor in
possession in Case No. 391-32524-HCA-1 I, currently pending in the Court, and one of Debtor Entities.
66. Metro Leasing Common Stock: The shares of existing common stock of Metro Leasing.
67 Metro Northeast: Metro Airlines Northeast. Inc., Metro Air Northeast. Inc. NY] and
Metro Air Northeast. Inc. 'VT;, collectively.
6n
MM:
Metro
Air
Northeast,
Inc.
:NYi.
69.
.hfl'T
Metro
Air
Northeast.
Inc.
'VT'.
76. New Metro Air Class A Common Stock • The class of common stock of Metro Air issued
pursuant to the Plan with the characteristics set forth in r 5.4 of the Plan.
71. New Metro Air Class B Common Stock: The class of common stock of Metro Air issued
pursuant to the Plan with the characteristics set forth in ' 5 5 of the Plan
72. New Notecs, Separately. any Metro Air Note. Metrcflight Note or the BofA Note. and
collectively, the Metro Air Notes, the Metroflight Notes and the BOLA Note.
7.3 NOL. The net operating loss carryovers and net operating loss carrybacks for a taxpayer as
provided genera:iy under § 172 of the Tax Code.
74. OID: Income realized under § 1272 of the Tax Code from origin] issue discount, as
described in § 1273 of the Tax Code as more particularly described and discussed in § VIII.C.2 of this
Disclosure Statement,
75. Operating Restrictions: The following actions, none of which may be taker. by Debtor
without the prior approval of the Metroflight Subcommittee and the BofA Subcommittee, in accor-
dance with • 6.2.8 of the Plan: 'a) capital expenditures in excess of the capital expenditures set forth
on Schedule 1.57 of the Plan, except for capital expenditures required by documented changes in FAA
or other regulatory requirements: i b! advances to affiliates not contemplated by the Plan; : c) purchase
of any of the outstanding Metro Air Notes, or any common stock or any other security issued by
Debtor; and f d) any act not necessary or appropriate to Debtor's service as the American Eagle carrier
at the Da:las,Fort Worth International Airport hub of American Airlines,
76. Pilots Agreement: the col:ective bargaining agreement effective April 13, 1989 between
Metroflight and ALPA.
77. Pilots Settlement Agreement: The Settlement Agreement dated December 9, 1991 which
reso:ved certain grievances in the adversary proceeding sty.ed Air Line Pilots Association, Interna-
tknal r. Metrofight. Inc. and Metro Express. Inc., No. 391.32522-HCA-11.
78 Place Eight Director: Such member of the Board of Directors of Metro Air who shall
initially be approved pursuant to 1 8 1.2.1 of the Plan to serve for an initial term expiring on the
earlier to occur of(a' the date of the tenth (1Cth) consecutive regularly scheduled annual sharehold-
ers' meeting of Metro Air following the Effective Date, or :b ) the payment in full of the Series B Metro
Air Notes, and whose successors shall be appointed, or nominated or elected, pursuant to T 8.1.2.3 and
1 8.1.2.4 of the Plan, respectively, as further described in § IV.D.1 of this Disclosure Statement.
79. Place Nine Director: Such member of the Board of Directors of Metro Air who shall
initially be approved pursuant to 48.1.2.1 of the Plan to serve for an initial term expiring on the earlier
to occur of )a) the date of the fifth 1 5th' consecutive regularly scheduled annual shareholders' meeting
of Metro Air following the Effective Date, or i b, the payment in full of the Series B Metro Air Notes.
and whose successors shall be appointed, or nominated or elected, pursuant to 18.1.2.5 and 118.1.2.6 of
the Plan, respectively as further described in § IVD.1 of this Disc:osure Statement
SC. Plan: The First Amended and Restated Joint Plan of Reorganization, including any
amendments, modifications or corrections.
75
81. Plan Committee: The committee appointed pursuant to $ 6.1 of the Plan to undertake the
duties described therein, as further described in § IV.D.2 of this Disclosure Statement.
82. Priority Claims: Any Claim, other than a Tax Claim, a Professional Fee Claim or an
Administrative Expense Claim, entitled to priority under § 507(a) of the Bankruptcy Code, including
quarterly fees imposed by 28 U.S.C. § 1930(a)(6).
83. Professional Fee Claims: Those Claims arising from provision of services, or related dis-
bursements, at or prior to Confirmation by any Person employed by Debtor or the Committee
pursuant to §§ 327, 328 or 1103 of the Bankruptcy Code and Claims entitled to priority pursuant to
§ 503(b) of the Bankruptcy Code for reimbursement or substantial contribution to the Case.
84. Qualified Periodic Interest: Interest payments based on a fixed rate, and payable uncondi-
tionally at fixed periodic intervals of one year or less during an entire term of a debt instrument, as
more particularly described in § 1273(A)(2) of the Tax Code and discussed in § VII.C.2.a. of this
Disclosure Statement.
85. Reference Rate: The rate of interest announced from time to time by Bank of America
NT & SA, or any successor thereto, as the reference rate.
86. Required Reserves: The cash reserves established as of the Effective Date, and thereafter
as of the end of each fiscal year of Debtor. For each such determination, the cash to be included in the
Required Reserves shall equal the sum of (a) all capital expenditures set forth on Schedule 1.57 of the
Plan for the respective twelve consecutive month period commencing as of the date of such determina-
tion, but only to the extent the source of funds for such capital expenditures is not through debt
incurred by Debtor, and (b) the next six full monthly payments to be made under each of the following
paragraphs of the Plan: § 5.1.4, and § 5.3.4.
87. SAAB Leasing Companies: Lambert Leasing, Inc. and Fairbrook Leasing, Inc. and their
respective successors in interest.
88. Secured Claim: Any Claim secured by property of Debtor, but only to the extent of the
value of the collateral securing such Claim, unless the holder of such Claim shall timely elect pursuant
to § 1111(b) of the Code to be treated as fully secured, in which event the amount shall not be limited
to the value of such collateral.
89. Series A Metro Air Notes: The Metro Air Notes having the terms and characteristics
described in 11 5.2 of the Plan and issued to the members of Class 8 pursuant to 14.8 of the Plan, as
described in § VI.B.1.b of this Disclosure Statement.
90. Series B Metro Air Notes: The Metro Air Notes having the terms and characteristics
described in 1 5.2 of the Plan and issued to members of Class 7 pursuant to 1 4.8 of the Plan, as
described in § VI.B.1.b of this Disclosure Statement.
91. Settlement Amount: A determination of the amount any settlement of the AA Litigation
shall provide for, or result in payment on account of, Metro Air Notes as determined in accordance
with 1 6.8 of the Plan, and as further described in § IV.C.1.d and § VI.B.2.a of this Disclosure
Statement.
92. Settlement Payment Right: The attribute of each share of New Metro Air Class A Common
Stock entitling the holder thereof to receive a distribution of $0.35 for such share in accordance with
the provisions of 116.5.4 of the Plan, as further described in § W..C.1.d and § VI.B.2.a of this Disclosure
Statement.
93. Stock -for -Debt Exception: The rule contained in § 108(e)(10)(B) of the Tax Code relating to
certain exclusions from income for DOI under certain circumstances where debt is satisfied by stock,
as more particularly discussed in § VII.C.1.b. of this Disclosure Statement.
76
94. .Suhcommittee Any of the three subcommittees of the Plan Committee established pursu-
ant to 1 6.1 of the Plan, as further described in § IV.D.2 of this Disclosure Statement.
95. Tax Claim: Any Claim, whether secured or unsecured, which, if unsecured, would be
entitled to priority treatment pursuant to § 5071at(7) of the Bankruptcy Code
96.
Tax
Code-
The Internal Revenue Code of 1986.
as amended.
97.
Tax
Credits:
Allowable tar credits as provided
in § 38 of the Tax Code.
98. TCAS: Traffic Avert and Collision Avoidance System instrumentation required for aircraft
which sear more than. 30 passengers. While, at present, certain of Metroflight's SAAB 340 aircraft are
configured for 30 passengers. the increased seating capacity permitted by adding TCAS will provide
added revenues for Debtor.
99. Unsecured Claims: Any Claim, other than an Administrative Expense Claim:. Priority
Claim. Tax Clair.. Profess:onal Fee Claim, a Secured Claim, or Claims against Metro Air evidenced by
Metro Air Bonds, including without limitation, ti) Claims arising from rejection of executory con-
tracts, I ii 1 the portion of any Claim secured by property of Debtor to the extent such Claim exceeds the
value of the co:iatera] therefor, but only if the holder of such Claim has not properly elected to be
treated as a fully secured creditor pursuant to § ll ll1h: of the Bankruptcy Code, and iiii Claims
arising from guaranties. indemnities and similar Claims.
100. ZAL: 7_al. Airlines Holding. Inc.
Dt. SOLlCrfATlON IN CONNECTION WITH THE PLAN
This Disclosure Statement provides information regarding the estates of Debtor and the potential
benefits that might accrue to holders of Claims against or interests in Debtor under the Plan as
proposed. Debtor and the Committee believe the Plan is feasible and can provide each holder of a
Claim against and Interests in Debtor with an opportunity to receive greater benefits than those that
would be received by termination of Debtor's businesses and the immediate liquidation of assets.
Debtor and the Committee hereby solicit your affirmative vote in favor of the enclosed Plan.
Whether or not you expect to attend the Confirmation Hearing scheduled for September 30, 1992.
you must sign, date and mail your ballot as soon as possible for the purpose of having your vote count at
such hearing. All votes must be cast by mailing the enclosed ballot to Shelly Bender, Stutzman &
Bromberg, P.C., 2323 Briton Street, Suite 2200, Dallas, Texas 75201, Your ballot must be actually
received at the foregoing address on or before September 24, 1992 in order to be counted. Any ballot
which is illegible or which fails to designate an acceptance or rejection of the Plan will be counted as a
vote in favor of the Plan.
Respectfully submitted,
METRO AIRLINES, INC.
Date: July 29, 1992
Date: July 29, 1992
Date: July 29, 1992
D. M. Lynn
Sander L. Esserman
Joseph P Urso
STUTZMAN & BROMBERG
A Professional Corporation
Suite 2200
2323 Bryan Street
Dallas, Texas 75201
(214) 969-4900
(214) 969-4999 (facsimile)
ATTORNEYS FOR DEBTORS
Date: July 29, 1992
Barbara J. Houser
Craig J. Litherland
David L. Ellerbe
SHEINFELD, MALEY & KAY
1700 Pacific Avenue, Suite 4400
Dallas, Texas 75201-4618
(214) 953-0700
(214) 953-1189 (facsimile)
ATTORNEYS FOR THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS
By:
Its Senior Vice President
METROFLIGHT, INC. ,/
By: /l•
Its Senior Vice President
METRO LEASING, INC
By: AIM
Its Vice President
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF METRO AIRLINES, INC. and
METROFLIGHT, INC.
By:
James W. rt
Its Authorized Representative
Schedule IV.A.2
Map of Route System
Metroflight, Inc.
DFW AMERICAN EAGLE
Route System
MrMp1n • . #.oI o..w
rnMory of ma" MtS tic
Schedule IV.A.2
Page 1 of 1
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Complementary Servke
Schedule IV.C.1.a
Article Concerning American Airlines
Violation of the Automatic Stay
Metro Air
notice ruled
improper
American's termination
violated stay, judge says
By Terry Maxon
se0w,en.f TMaeaataeadraew
A federal bankruptcy judge
ruled Friday that American Air-
lines Inc. acted improperly when
it sent Metro Airlines Inc. a notice
terminating Metro's right to fly as
an American Eagle carrier.
Judge Harold C Abramson sug-
gested that American could have
asked the judge for permission be
fore giving notice that it would
end its working relationship with
Metro on Nov. 1.
The federal bankruptcy code
limits or stays actions that can be
taken against a company operat-
ing under Chapter 11 protection.
"I find there's no excuse for
taking unilateral action," Judge
Abramson mid. "It was a willful
violation of the stay."
The judge said he would de-
cide later on Metro's request to
find American in contempt of
court and to assess damages
against American.
The decision could keep
Metro's relationship with Ameri-
can intact until Nov. 1..1993. The
American -Metro agreement says
Please see METRO on Page 2F.
rape 11111epontiagYAW
Saturday, June 20, 1992
Metro Air notice ruled improper
Continued from Page IF.
the contract will be extended a year automatically
unless either party gives notice 180 days in advance
to end the relationship.
After the hearing. Metro attorney Michael Lynn
said he will ask the court next week to invalidate
American's notice, sent April 10, "and we have every
reason to believe it will be a succes."
H Judge Abramson declares the original notice
void, a new notice would come leas than 180 days be-
fore the automatic renewal date.
American attorney Terence Murphy argued that
all parties agree that the contract expires Nov. 1, and
he called Metro's attempt to block the notice "frivo-
lous."
"We have an absolute right not to renew. The con-
tract at issue here gives us the absolute right not to
renew." Mr. Murphy said.
However, Mr. Lynn and an attorney for unsecured
Metro creditors said the contract also is "evergreen,"
meaning that it automatically renews itself each year
unless parties give notice. Its evergreen status makes
it a significant Metro asset, which cannot be can-
celed without violating the automatic stay, they said.
American spokesman John Hotard said American
was "disappointed with the outcome of the hearing
Friday." Asked if American would appeal the judge's
ruling, Mr. Hotard said: "We are looking to see what
all of our options might be at this point"
American and Metro go before Judge Abramson in
late September on a related issue, a dispute over
whether American has an obligation to extend the
contract 10 years to Nov. 1, 2001
AMR Eagle Inc. spokesman Ed Martelle said Amer-
ican wants to end its relationship with Metro because
it has doubts about Metro's chances of survival.
Schedule IV.C.1.a
Page 1 of 1
"We are concerned about the financial viability of
Metro, and we're concerned about continuing the
feed (of passengers) to the Dallas/Fort Worth hub,
which is why the termination notice was sent," Mr.
Martelle said.
Metro officials said the only threat to Metro's
finances and survival is American's attempt to end
the contract Metro is in bankruptcy because of the
failure of its commuter airlines elsewhere, not prob.
lems locally, they said.
Metro's D/FW operations, its only remaining busi-
ness, has been profitable for six consecutive years,
and has earned SS million to $6 million since filing
for bankruptcy April 1,1991, Metro spokesmen said.
Metro president Jay Suborn said American is
trying to take over Metro's D/FW operations by forc-
ing it out of business rather than buy it out and pay
its value as a going business.
"They just feel that rather than pay us an amount
commensurate with whet they paid to acquire other
American Eagle carriers, they went to spend a few
million dollars in legal fees and steal it," Mr. Seaborn
said.
Mr. Martelle said American chairman Robert L
Crandall said last weak that American has had oaa
sional discussions about buying Metro, and company
officials have mid the company might sell American
Eagle operations it owns at other hubs
American doesn't know what it will do at D/FW if
it successfully severes its relationship with Metro by
Nov. 1, Mr. Martelle said.
"No plans have been set. We're looking at what we
do if (Metro is gone), but nothing is firm. We know
we have to do something, but we don't know what it
will be," Mr. Martelle said.
Schedule IV.C.1.b.1
Recent News Articles Concerning Arerican Eagle
October 28, 1991
Page 2 Commvt Regiolml AlI►1Q Me
MARTENS SUGGESTS ERA OF POST-OWNERSFi1P
SAN D1ECO--If labor costs continue to Sc faster than they should. American would consider
putting its Eagle operations back in the hands of the individual operators, AMR Pagle President Bob
Martens acknowledged. Martens pointed out there are two types of costs associated with Eagle
operations --controlled and uncontrolled The former category represents investments made to improve
the quality of the carrier such as aircraft, ground equipment and training of personnel. "This is money
well spent," said Martens, adding labor is in a different cost category, one in which regionals are
better able to control costs through staffing and compensation compared to majors.
While there are benefits of ownership, Martens stressed that the Eagles need to be operated at
a cost that is consistent with the amount of feed they provide. Martens acknowledged that American
has learned a lot about regionals since its first agreement He suggested that perhaps the regionals
a* entering a new eta of post -ownership. This is part of a cycle which began with pre -code sharing,
code snaring, ownership ar.d now post -ownership, be noted.
Schedule IV.C...b.1
Page '_ of 6
From -he
Publisher
of Aviation
Daily Available
ONLINE
Worldwide'::`
..\!TNvpY, •- ii..w
�
Apr. 17, 1992
INTff4 L IQFNCF
AMR Eagle does not dispute the fact that it might be forced to sell its wholly owned Eagle carriers should the
labor environment become cost -prohibitive. Most likely scenario now emerging, however, is that the company
would sell shares of the individual carriers to the public while retaining sufficient interest to maintain effective
control, i.e., Delta and its Delta Connection carriers. Such strategy is consistent with AMR'sdecisiontokeep theunits
independent and not to merge them under a singleoperating certificate.
Schedule IV.C.I.b.I
Page 2 of 6
Iii
A
R
A
A.
G
A:
ra
American looks
at selling Eagle
BY DAN RIZD
FORT WORTH — In 1987 and 1988,
American Airlines acquired four of the five
regional airlines that serve as its Amerind
Eagle commutes -snide partners. Now
American is domemplAtidg selling all or part
0(1 U owned oommater arriers, is In part
to avoid potential labor cost problems.
"We're comlandy looking for better ways
to do Mmness," said Robert Baker, Ameri-
nd s eaeative vice president for opera tiodi
"And rdievigoursdvaofthe owdeahip of
the Eagle carriers, and thus the capital costs
and the laboroblipliodsassocialed with that
Eagle
From Page I
That's when a 30 -day cooling -off
period will expire at Executive Air-
lines, the American Eagle carrier at
American's hubal Sanivan, Puerto
Rico. Like three of the other four
American Eagle carrier, Executive
Airlines is a subsidiary of AMR
Corp., and a sister company to
American under the AMR corpo.
rte umbrella.
About 165 pilots who work for
Executive Airtines might go out on
strike Friday unlen agreement is
reached on a new contract.
ownership, are things
we talk about a lot But
we've made no difini-
tive deasiort to do
A aaylhi at yet"
Am@rIC811A However, Baker
said that its commul-
ercamer casts are al-
ready rising and that new demands bang
made by labor at those carTias thrmees to
push those cogs too high If that happens, be
said, the company might have to wn its tom.
muter tell nra
"'[here are plenty of people who really
warn to own airlines, just like these am piety
oo�(ppeeoo��pk,yww��ho want tt000w s. foothill teams and
woniPa'"-S," Bakersaid
American could get its rust chance to take
its commuter airlines to market as soon as
Friday.
Contract talks with those pilots
have focused mostly on pay issues.
The sides remain far apart going
into a so-called supermediation ses-
sion called for by the National Me-
diation Board on Tuesday. The Ex-
ecutive pilots arc represcnied by the
Grand Prairie -based Allied Pitts
Asssociation, which also represents
the 10.000 pilots wbo fy for Ameri-
an itself.
Rich LaVoy, president of the Al-
lied PibaandonAmerianaptsin,
said Ihtt the pay and workidgcandi-
tions o rExecu ti ve Airline pi lots are
the wont in the American Eagle sys-
tem and among the worst in the
industry.
He said that Executive Airlines
FORT WORTH STAR-TTI.EGRAfl
pilots are seeking pay and medical
benefits parity with their counter-
parts at Flagship Airline The de-
mands are based on F[aphip'sexist-
ing pilots contract, which will also
come up for renegotiation this sum-
ma. Flagship is the AMR -owned
American Eagle tamer it Ameri-
an's hubs in Nashville, Tenn. Ra-
Ieigh/Durhsm. N.C., and Miami
'"The way we see it. we think we
have a relatively modest proposal
on the table," LaVoy said "It won't
sot ve all Ihdr problems down there.
They still won't be leading the re-
gional indusirybyanynrelch.What
we're asking for just win put them in
the middle of the pack among the
regionals."
But Baker said that "our San Juan
unit is not a very significant opera-
tion and is too small an issue for us
to mess with very much."
Baker said "something else"
could include eithersbuttingtbe op•
eratiov down entirely or selling it.
However, he said that American is
not engaged in discussions about
selling any AMR -owned commuter
carriers.
The Allied Pilots Aaociumn's
board of director has also declared
that the union's goal is to have all of
the AMR -owned commuter airlines
pilots represented by one union and
covered under one national con-
tract
1151 15TH STREET N.W., WASHINGTON, O.C. 20005
202-422.5000 • TELEX $52447 • FAX 202.253-2582 • 1992 VOL 500 NO.55
Crandall Still Pondering Future Of Owning American Eagles
American continues to puzzle over of whether it can afford to own the regional franchise that feeds its
primary airline, AMR Chairman Robert Crandall told a joint luncheon of the Regional Airline Association and
the Aero Club of Washington yesterday. At issue is whether the nation's largest airline can hold off mounting
costs at its subsidiary carriers, where pressure is building to bring wages find benefits up to the levels of those
of the parent airline. "We cannot allow regional costs to be leveraged up," the airline chief executive told an
audience of about 900 in Washington. American's soul searching has wide-ranging implications for the
industry, which in recent years has seen many major carriers take a stake in or buy their feeder operations.
An American decision to unload the four carriers it owns could signal an end to that trend and spark greater
independence on the part of regional airlines.
Crandall said that at the time American began buying its regional partners, the company believed the
move would generate revenue and be cost effective. He said the purchases made sense because American saw
"cross -utilization opportunities" that would allow it to pool resources with its main airline operation and
generate profits. But he warned that costs at regional carriers are surging upward toward those at the parent
company and that the trend must be stopped or American may be forced to divest itself of them. "Never the
twain can meet," he said, referring to the two cost levels. "I don't know the outcome." American parent
company AMR Corp. owns and operates Flagship, Simmons, Executive and Wings West to feed its various
hub operations. It is currently locked in a lawsuit with its only non -owned feeder partner, Metroflight, over
Labor wages, Crandall noted, are not the only force pushing up the price of regional operations. The
regional industry has matured, he said, as feeders operate larger, more technologically (Continued)
Schedule IV.C.1.b.1
Page 4 of 6
O� DAILY Pcge 484 j ne 17, 1992
Regional Carriers (Cont,)
pressurized aircraft with "glass cockpits," all at a greater cost to operators. Safety features such as the
traffic alert and collision avoidance system and the airline communication and reporting system have
increased the safety performance of the regionals, but also have added to the bottom line carriers must
pay. Crandall observed that regional pilots are now receiving better training, but that also leaves the
airlines with a heftier price tag. American, he said, now pays more for a jetsteam Super 31 simulator than
it does for an actual copy of the aircraft. Despite the improvements, he warned that a long-term conse-
quence of spiraling wage and benefit costs may lead to "long-term disinvestment by the majors."
American's soul searching concerns not only the regionals but the operation of the parent airline.
Crandall has made no secret that he is frustrated with AMR's inability to turn a profit and is looking at
ways to reshape American to make money. As a result, the airline has considered other measures, such as
cutting less profitable hubs and coming up with a strategy to emulate low-cost, money -making South-
west. Those decisions also could play a part in what Crandall ultimately decides to do with his regionals.
Crandall said he sees growth opportunities for carriers such as Southwest in the future and that
regionals will most likely play a larger role relative to the trunk carriers, providing more service to a
growing number of destinations. Trunk airlines, like American, which also face myriad difficulties, he
will have to struggle to redefine their products," he said. "You have to change your ways, re-examine
your product and provide only what the customers want and are willing to pay for."
Schedule IV.C.1.b.1
Page 5 of 6
June, 1992 Page 5
Commuter/Neglona/Airline News
PONDERS OWNERSHIP QUESTION OF AMR EAGLES
The question of owning the American Eagle carriers was actually addressed four to five years
ago, AMR Chairman Robert Crandall told OR News in an exclusive interview, adding, "We thought
then and now that ownership is the best approach. However, the question before the house is: What
are the adverse cost trends?" Pointing to some "distressing signals" in recent months, Crandall noted
that the feeling exists that regional airline benefits and salaries should be on par with those at hunk
carriers. "It is simply, economically unfeasible, people won't pay that much for tickets," he said.
While he would not comment specifically on the rumor that American is seeking to sell the
Eagles but maintain a 20% stake, mirroring the Delta style of managing its feeder partners, Crandall
said, "the book is open." Listing numerous ways of divesting the Eagles, Crandall noted that the
operations could be spun off to shareholders making the companies public; sell to a new investor, or
strike a deal in the middle. "It's a methods question," he said, adding the "optimum relationship must
be found." Asked about the timing of such a decision he said, "there is no timeframe, it's just that
we're thinking about it."
A possible motive for American to divest itself of the owned Eagle carriers is labor costs,
conceded Crandall. While there is nothing definitive on how the divestiture would trim costs, it would
lessen the leverage of employees to bring pressure on the regionals vis-a-vis the major carrier, he said.
Schedule IV.C.1.b.1
Page 6 of 6
Schedule WE.)
METRO
AIRLINES, INC. AND SI BSIDI.ARIES
PROJECTED CONSOLIDATED OPENING BALANCE SHEET AFTER PLAN CONSUMMATION
August 31, 1992
iDollars in thousands)
Projected
Projected
1dju.tments u.
Opemns
August 31, 1992
Record Plan
Balanr Shnl
Pr•Cunsummauom
Consummation
August 31. 1992
ASSETS
Current assets:
CS' ................................$ ..... .. .....................
$ 9,500
$14.154;
$ 5,346
Accounts receivable .......................
249
—
249
Expendable parts and supplies ...............
4,196
—
4.196
Prepayments and other ....................
768
500
1.268
Total current assets .....................
14, 713
13,654:
11,059
Prrperty and equipment, net ...............
. 22.303
-
22.303
Note receivable from related party
........... . 2,500
-
2.500
Cost :n excess of net assets of businesses
acquired.
net of accumulated amortization
..............8582
-
8.582
Other assets, net . .............
.. ....... 2, 32
—
2.732
Total assets .. ...................
. $50,830
$13.654:
$47.176
See accompanying Significant Assumptions to the Projected Consolidated Opening Balance Sheet
After Plan Consummation as of August 31, 1992.
Schedule IVE.1
Page 1 of 3
METRO AIRLINES, INC. AND SUBSIDIARIES
PROJECTED CONSOLIDATED OPENING BALANCE SHEET AFTER PLAN CONSUMMATION
August 31, 1992
(Dollars in thousands)
Projected
Projected Adjustments to Opening
August 31, 1992 Record Plan Balance Sheet
Pre -Consummation Consummation August 31, 1992
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable ........................
Accrued payroll costs ......................
Other accrued liabilities ...................
Current maturities of long-term debt ..........
Total current liabilities ..................
Liabilities subject to Chapter 11 proceedings ......
Long-term debt ...........................
Deferred gain on sale -leaseback transactions ......
Other long-term liabilities and deferred credits ... .
Total liabilities .........................
Stockholders' deficit
Common stock ..........................
621
518
1,139
Additional paid -in capital ...................
13,648
(949)
12,699
Accumulated deficit .......................
(41,884)
16,889
(24,995)
Treasury stock ..........................
(431)
431
—
Total stockholders' deficit .................
(28,046)
16,889
(11,157)
Total liabilities and stockholders' deficit ....
$50,830
$(3,654)
$47,176
$ 2,372
$ —
$ 2,372
1,743
—
1,743
3,678
(239)
3,439
—
3,032
3,032
7,793
2,793
10,586
63,476
(63,476)
-
39,653
39,653
2,435
-
2,435
5,172
487
5,659
78,876
(20,543)
58,333
Schedule WEA
Page 2 of 3
METRO AIRLINES, INC. AND SUBSIDIARIES
SIGNIFICANT ASSUMPTIONS TO THE
PROJECTED CONSOLIDATED OPENING BALANCE SHEET
AFTER PLAN CONSUMMATION AS OF AUGUST 31, 1992.
The projected pre -consummation balance sheet as of August 31, 1992 is based upon the
unaudited historical consolidated balance sheet at April 30. 1992, adjusted for projected
activity from May 1, 1992 to August 31. 1992. The projected activity is based upon the
Debtor's detailed operating budget for the fiscal year ending April 30, 1993.
2. The recording of the consummation adjustments assumes confirmation and consummation
of the Plan proposed by this Disclosure Statement, with an Effective Date of August 31,1992.
The adjustments are to record 11) the disbursements to be made on the Effective Date as
shown on Schedule II.E.5 and .21 the debt forgiveness resulting from claims waived in
accordance with settlements with certain Creditors and the discounting of debt issued under
the Plan at the imputed interest rates shown in Note 3
3. The Plan does not meet the criteria to allow for "fresh -start" reporting as defined unaLr
SOP 90-7. Accordingly. in accordance w h SOP 90.7, only liabilities compromised under the
Plan have been adjusted to present values at current Iimputed: interest rates. Notes issued
under the Plan have been discounted using the following imputed interest rates: Metrotltght
Notes — 10.5%; BofA Note — 11'%; Class 7 and Class 8 Metro Air Notes — 14%.
4. The Litigation Fund, which is initially funded on the Effective Date with $500,000, is
included in Prepayments and Other Assets on the Opening Balance Sheet.
5. Accounting policies are consistent with those used by Debtor as described in the summary of
significant accounting policies in Note 2 to the Debtor's audited consolidated financial state-
ments for the year ended April 30, 1992, except as otherwise noted.
Schedule IV.E.1
Page 3of9
Schedule ItE.2
METRO AIRLINES, INC, AND SUBSIDIARIES
PROJECTED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
Eighl Months
Ending Fiscal tear Ending %pril 30,
April 30.
1993 199.1 1995 19% 1997 1998
Operating revenues:
Passenger ............... ... .
Cargo. mail and other ...... ... .
576,119 $122.053 $121,600 S133,400 $139,463 $145,802
1,194 1.869 1.944 2,022 2,103 2,187
77.313 123.922 129.544 135.422 141,566 147.989
Operating expenses:
Flight operations ...... .. ....
28,030
43,968
45.725
47,556
49,458
51.436
Maintenance ........ .. ....
16,492
25,908
26.944
28.022
29,143
30,309
Passenger sales and service .......
18,699
29,754
30.944
32.182
33.469
34,808
Fuel ..........
7,187
10,911
11.347
11.801
12.273
12764
. .... .. ..
General and administrative.......
3.336
4,691
4,785
4,881
4,979
5.079
Depreciation and amortization ....
2.287
3,468
3,537
:3.608
_3,680
3.754
76,031
118.700
123.284
128.050
133.002
138.150
Operating profit .............:282
5,222
6.260
7.372
8,564
9,839
Other income 'expense) ...........
193
830
830
513
180
180
Earnings before interest and
taxes ..
1,475
6,052
7,090
7.885
8,744
10,019
..................
Interest expense ................
(3,066)
14,948,
14,901,
14.9.09!!
14,971)
!4,9411
Income (loss) before income
taxes ............ .. .. ..
.1.591)
1,104
2,189
2,976
3.773
5,078
Income taxes .. ..
:601
.431
(61,
198)
11.144;
1,528)
.......... ..
Net income ilossi ............
$11.651:
$ 1,061
$ 2,128
$ 2,878
$ 2.629
$ 3,550
Schedu:e IVE.2
Page 1of4
METRO AIRLINES, INC. AND SUBSIDIARIES
SIGNIFICANT ASSUMPTIONS TO THE PROJECTED
CONSOLIDATED STATEMENTS OF OPERATIONS
1. These projections assume confirmation and consummation of the Plan proposed by this Disclosure
Statement, with an Effective Date of August 31, 1992.
2. Debtor used a detailed line -item approach to project monthly revenues and expenses for its fiscal year
ending April 30, 1993. Following the format of Debtor's regular planning and budgeting process, management of
each department submitted details of anticipated head count, revenues, expenses, capital expenditures and other
factors. This accumulated data for fiscal 1993 was reviewed to determine that the budgeted results were
consistent with Debtor's post -confirmation strategy and revised accordingly. The plan for fiscal 1993 was then
used as a base to produce projections for fiscal years 1994 through 1998.
3. Significant operating assumptions for fiscal years 1993 through 1998 used in preparation of the pro-
jected operating results are shown on the schedule entitled "Operating Assumptions to the Projected Consoli.
dated Statements of Operation." Historical data is provided for Metroflight (including Chaparral Airlines Prior
to its merger into Metroflight during fiscal 1991) for comparative purposes. The following general operating
assumptions were applied to the fiscal 1993 projection to arrive at projected results for future years:
— Annual traffic growth in passengers and revenue passenger miles (RPMs) of 3%.
— Average passenger trip length remains constant.
— Annual increase in available seat miles (ASMs) of 4%, resulting in a slight decline in load factor each
year. Debtor expects to add aircraft to its fleet as required to accommodate traffic growth.
4. Because of seasonal traffic patterns, Debtor generally earns a disproportionate amount of its annual
income in the first two quarters (May through October) of its fiscal year. As a result, a significant portion of the
projected income for the fiscal year ending April 30, 1993 is expected to be earned prior to the assumed Effective
Date of August 31, 1992, and the income for the eight months ending April 30, 1993 appears disproportionately
low compared to the following years.
5. The following general financial assumptions were applied to the fiscal 1993 projection in preparing the
projections for future years:
— Average ticket price is assumed to increase 1.5% each year.
— Operating expenses, except for general and administrative and depreciation, are assumed to increase at
the same 4% annual rate as ASMs. General and administrative expense and depreciation are assumed to
increase at an annual rate of 2%. This results in a cost per ASM that declines slightly over the projection
period. Debtor believes this to be reasonable in light of the expected increase in the average number of
seats per aircraft as larger aircraft are added to the fleet. In addition, certain economies of scale lead to
lower unit costs as the airline grows.
Schedule IVE.2
Page 2of4
6, Non -operating
income (expense)
is comprised of the following elements
:in thousandsi:
4mortintion of
Dekrred Gain on
Sak'Leaseback
interest
Transactlons
Income
Other
Total
Eight
months
ended April
30, 1993
... ............. $496
$ 60
$13631
$193
Fiscal
year
ended
April
30,
1994 ..
.. ..... . . .. 744
ISO
:94;
830
Fiscal
year
ended
April
30,
1995 .....
..... .. .. 744
180
(94.
930
Fiscal
year
ended
April
30,
1996 ...........
.... . . 451
180
i 118)
513
Fiscal
year
ended
April
30,
1997 .................
. —
180
—
ISO
Fiscal
year
ended
April
30,
1998 .....
............. —
190
—
ISO
7. A prime interest rate at the Effective Date of 6.51 is assumed. Debt service, including payment of
principai and interest, reflects the instruments contemplated to be issued under this Plan.
8. Debt issuance discounts are amortized over the life of the debt instruments using the effective interest
method. For discounting purposes. it is assumed that payments are made on the Class 7 and Class 8 Metro Air
Notes during the projection periods as shown in the attached projected cash flow information. Thereafter, it is
assumed that payments on the Class 7 and Class 8 Metro Air Notes are paid in five even annual installments
beginning July 31, 1999. Debt issued under the Plan is discounted using the following imputed interest rates:
Metroflight Notes — 10.51; BofA Note — 11%; Class 7 and Class 8 Metro Air Notes — 14%.
9. Accounting policies are consistent with those used by Debtor as described in the summary of significant
accounting policies in Note 2 to the Debtor's audited consolidated financial statements for the year ended
April 30. 1992, except as otherwise noted.
10. Taxes are reduced by NOLs available to Debtor. For periods through the fiscal year ending April 30.
1996, pre-tax income is expected to be essentially offset by N0Ls except for a minor amount of Alternative
Minimum Tax t"AMT" The income taxes for fiscal 1997 are comprised of AMT which cannot be offset by NOLs.
The income taxes for fiscal years 1998 and 1999 are regular income taxes after utilization of available NOLs.
Debtor estimates that its NOLs will be used up during fiscal 1999. Income taxes represent those estimated to be
paid in the years shown; no provision has been made for deferred taxes in these projections. See Section VII of
this Disclosure Statement for further discussion of the tax attributes of Debtor.
Schedule IVE.2
Page 3 of 4
METRO AIRLINES, INC. AND SUBSIDIARIES
OPERATING ASSUMPTIONS TO THE PROJECTED
CONSOLIDATED STATEMENTS OF OPERATIONS
Historical •
Projected
Fiscal year ending April 30,
1991
1992
1993
1994
1995
1996
1997
1998
Passengers ...........
1,583,580
1,611,726
1,629,500
1,678,385
1,728,737 1,780,599
1,834,017
1,889,038
Available seat miles
(ASMs)(000) .........
573,147
570,800
572,684
595,591
619,415
644,192
669,960
696,758
Revenue passenger miles
(RPMs)(000) .........
363,133
376,029
381,303
392,742
404,524
416,660
429,160
442,035
Load factor ..........
63.4% 65.9% 66.6% 65.9% 65.3%
64.7% 64.1% 63.4%
Passenger trip length
(miles) .............
233
233
234
234
234
234
234
234
Yield per ASM (cents)
... 19.9
20.2
20.7
20.8
20.9
21.0
21.1
21.2
Cost per ASM (cents)
... 18.7
19.2
20.1
19.9
19.9
19.9
19.9
198
Operating margin per
ASM (cents) .........
1.2
1.0
0.6
0.9
1.0
1.1
1.2
1.4
Average ticket price ....
$ 70.75
$ 70.62
$ 71.65
$ 72.72
$ 73.81 $
74.92
$ 76.04
$ 77.18
Aircraft in fleet .......
40
40
40
43
44
45
45
46
Metroflight (including
Chaparral
Airlines prior
to its merger
into Metroflight).
`Historical data is for
f
Schedule IV.E.2
Page 4 of 4
Schedule I\E.3
METRO AIRLINES, INC. AND SUBSIDIARIES
PROJECTED METROflIGHT STATEMENT'S OF CASH FLOW AVAILABLE FOR DISTRIBI TION
!Dollars in thousands)
Beginning cash — Required Reserves .. .. . .
Net income ilossl ........ .. .. .. .. . .
Adjustments to reconcile net income to net ca..h
available for distribution to creditors:
Depreciation and amortization ...........
Accrued interest expense ................
Decrease in other long-term liabilities and
deferred credits .. ...................
Decrease in deferred gain or. sale leaseback
transactions . . . ................. .
Decrease in other assets ..... ........ .
Capita: expenditures .. .............. .
Proceeds from issuance of New Debt .......
Net cash flow ........ I ....... .. . .
Cash available for distribution to creditors ..
Debt service (principal and interest;:
Payments at Closings) ...............
Payments of New Debt .................
Payments to Class 3 1Tax Claims) .........
Payments to Class 6 1Secured Debt:. ...... .
Payments to Class 9 tMetrofight Notes; ... .
Payments to Class 5 1Boi:A Note) ..........
Amount to Metro Air Plan Account .. .. .
Ending cash — Required Reserves ....... .
Actibr at
Eight Months
Closing
August 31,
Ended
April 30.
Year
Ended April
3q
199:
1993
1994
1995
1996
199?
19%
S 9,000
$ 5.096
$ 2,539
S 559
$ 2,106
$ 4,676
$ 4.872
-
11.651:
1,061
2,:28
2,878
2,629
3,550
-
2,287
3,468
3,537
3,608
3,680
3,754
-
3,066
4,948
4,901
4,909
4,971
4.941
-
:787)
11,287)
1467;
1467)
(467:
467)
-
:496)
(744)
1744)
.451)
-
-
-
500
-
-
-
-
-
-
(2,900)
;4,540)
(2,250)
(2,350)
12.3161
+2,480)
563
-
-
-
-
_
919
3,469
7,105
8,127
8.497
9,298
9,000
6.015
6,008
7,664
10,233
13.173
14,170
(3,904)
-
-
-
-
-
-
-
166)
1320)
(428)
1428)
1363)
11101
-
182)
1312}
f312)
(312)
(312)
13121
-
1419)
-
-
-
-
-
-
1.8071
(3.098;
(3,099)
(3,098)
(5.907)
-
-
1,0021
11.719)
(1,719)
t1,719)
(1,719)
(4,8311
:3,904)
3,4761
t5.449;
15,558)
15,5571
(8,301)
(5,2,531
-
-
-
(3,9171
$ 5,096
$ 2.539
$ 559
$ 2,106
8 4,676
$ 4,872
$ 5,000
(a1 See Schedule IVE.5 tc this Disclosure Statement.
Schedule IVE.3
Page Iof2
METRO AIRLINES, INC. AND
SIGNIFICANT ASSUMPTIONS TO THE PROJECTED METROFLIGHT
STATEMENTS OF CASH FLOW AVAILABLE FOR DISTRIBUTION
AND PROJECTED METRO AIR PLAN ACCOUNT CASH FLOW STATEMENTS
1. Debt issuance discounts are amortized over the life of the debt instruments using the
effective interest method. For discounting purposes, it is assumed that payments are made on the
Class 7 and Class 8 Metro Air Notes during the projection periods as shown in the attached projected
cash flow information. Thereafter, it is assumed that payments on the Class 7 and Class 8 Metro Air
Notes are paid in five even annual installments beginning April 30, 1999. Debt issued under the Plan
is discounted using the following imputed interest rates: Metroflight Notes — 10.5%; BofA Note —
11%; Class 7 and Class 8 Metro Air Notes — 14%.
2. New Debt represents funds that Saab has agreed to loan Debtor in connection with the
installation of TCAS equipment on Debtor's Saab 340 aircraft. This debt is payable over a term of
48 months with interest at 8%.
3. Payments to Class 3 (Tax Claims) are assumed to be made quarterly with interest at 10%.
4. Payments on the Metroflight Notes, the BofA Note, and the Metro Air Notes are assumed to
be made in accordance with the Plan as described in this Disclosure Statement.
5. Capital expenditures are projected based on historical results and anticipated future require-
ments. Such expenditures are primarily for improvements to leased aircraft (including TCAS), and
purchases of rotable parts and ground equipment. No purchases of aircraft or real estate are contem-
plated in these projections.
6. It is assumed that Debtor will liquidate the aircraft parts currently owned by Metro Air
through sales to Metroflight or to unaffiliated third parties.
7. No provision has been made in the Projected Metro Air Plan Account Cash Flow Statements
for the receipt of any funds from the liquidation of Metro Air's note from Aeroflight Holding, Inc. in
the principal amount of $2.5 million. However, it is assumed that Debtor will receive regular interest
payments on the note, which bears interest at prime rate (assumed to be 6.5%). In addition, no cash
receipts from either the AA Litigation or the Brady Litigation are included in this analysis.
8. It is assumed that no Default Date has occurred during the projection period.
9. Since payments are made from the Metro Air Plan Account at the discretion of the Board of
Directors, it is assumed that the amounts shown as "Ending Cash in Metro Air Plan Account" are not
distributed in the periods shown.
Schedule 1Y.E.4
METRO AIRLINES, INC. AND SUBSIDIARIES
PROJECTED METRO AIR PLAN ACCOUNT CASH FLAW' STATEMENTS
(Dollars in thousands)
Actl.in pt Eight Monlhe Fival year Ending Apnl 30.
Cloa1Ending
Augual 31,. 1992 April 30. 1493 1994 1995 1496 1997 1498
Beginning cash.. $500 S 250 $ 200 $200 $312 $424 $ 536
Proceeds from liquidation of
assets: 1.000 1.200 — — — —
Aircraft parts
Interest on note 162 162 162 162 162
receivable ........... — — _ — — - — — — __—
1,000 1,362 162 :62 162 162
Costs of operations, litigation 250 1 10(11 501 :50• 1 50 ?0' 50 1
and liquidatior....... ... — — _ — Amount distributable to
creditors from liquidation of 250
assets ................. 1,150 1.512 312 424 536 648
Cash from Metroflight excess _ — — — 3,917
cash flow .. .. ....... _ _ . — — — Total distributable to
creditors • . • . , . 250 1,150 1,512 312 424 536 4.565
Distributions to crt rtors: 1289, X388) — — — 1.250
Class 7Notes -. 1433) 1489) 12.932)
Class 8 .Votes :2281 .435)
BofA Dote ... ........ — — — — — — — —
r 1.312 — — .4.182)
Ending cash in Metro Air
Piar. Account .. .. $250 S 200 $ 200 $312 $424 $536 S 383
;Note: See assumptions at Schedule IV.E.3 page 2
Schedule IV.E.4
Page IofI
Schedule IV.E.5
PROJECTED DISBURSEMENTS ON THE EFFECTIVE DATE
Estimated Amount
Description of Disbursement
(in thousands)
Metroflight
Class 1 Claims — U. S. Trustee Fees .................................$ 14
Class 2 Claims — Professional Fees .................................. 225
Class 4 Claims — Administrative Expense ............................. 1,727(1)
Class 6 Claims — Secured Claims ................................... 400(2)
Class 9 Claims — Metroflight General Unsecured Claims .................. 1,176(3)
Class 11 Claims — Convenience Class Claims ........................... 112
Payment to Litigation Fund ........................................ 250(4)
3,904
Metro Air
Payment to Litigation Fund........................................250(4)
Total..................................................... $4,154
(1) Consists primarily of lease cure payments and settlement payments.
(2) Consists of cure payments for secured debt.
(3) Assumes the holders of $2,000,000 of Class 9 claims elect to receive 50% of their claim in cash at
Closing.
(4) Litigation Fund is initially funded with $250,000 from Metroflight's cash and $250,000 from the
Metro Air Plan Account.
Schedule IV.E.5
Page 1 of 1
Schedule IV.E.6
FORM 10-K FOR THE YEAR ENDED APRIL 30, 1992
ENCLOSED WITH SOLICITATION PACKAGE
SEPARATE FROM DISCLOSURE STATEMENT
Schedule IV.E.6
Page 1 of 1
METROFLIGHT, INC.
BALANCE SHEETS
(Unaudited, In thousands)
ASSETS
Year
Ended April
30,
1992
1991
1990
Current assets:
Cash ........................................................$
7,380
$ 4,307
$ —
Accounts receivable:
Trade......................................................
25
888
1,596
Affiliates....................................................
13,366
13,300
12,158
Other.....................................................418
299
309
Expendable parts and supplies ...................... ..............
4,110
2,782
2,760
Prepayments and other ...........................................
692
1,072
446
Total current assets ............................................
25,991
22,648
17,269
Property and equipment:
Flight equipment ...............................................
18,388
15,377
16,298
Other ........................................................
10,571
10,215
10,283
Less accumulated depreciation and amortization ........................
28,959
(8,979)
25,592
(7,132)
26,581
(5,271)
Total property and equipment ....................................
19,980
18,460
21,310
Other assets, at cost net of accumulated amortization ......................
2,755
2,688
1,674
Cost in excess of net assets of business acquired, net of accumulated amortization .
8,828
9,669
9,624
TOTAL ASSETS .................................................
$57,554
$53,465
$49,877
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current maturities of long-term debt ................................. $ — $ — $ 734
Accounts payable:
Trade ...................................................... 2,473 1,018 6,481
Affiliates .................................................. 9,070 10,493 6,774
Accrued payroll costs ............................................ 2 043 1,304 1,? 1.4
Other accrued liabilities .......................................... 2,184 945 4,011
Total current liabilities ........................................ 15,770 13,760 19,714
Liabilities subject to Chapter 11 proceedings ............................. 11,841 12,236 —
Long-term debt, net of current maturities ............................... — — 893
Deferred aircraft lease payments ..................................... — — 1,728
Deferred lease incentives ........................................... 3,803 4,120 4,442
Other long-term liabilities and deferred credits ........................... 799 196 1,133
Stockholder's equity:
Commonstock ................................................. — —
Additional paid -in capital ......................................... 5,900 5,900 5,900
Retained earnings ............................................... 19,441 17,253 16,067
Total stockholder's equity ...................................... 25,341 23,153 21,967
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ................... $57,554 $53,465 $49,877
See accompanying note.
Schedule IV.E.7
Page 3 of 7
METRO AIRLINES, INC.
STATEMENTS OF OPERATIONS
(I naudited. In thausandsi
bear
Ended 1pnl
19,
1992
1991
iiij
Operating revenues:
Cargo, mail and other .. .. .. ........ ...........
... ........
$ S
S 2.519
_2.157
_8
2.519
21g
Operating expenses:
General and administrative .................................. .....
794
4,723
2.95n
Depreciation and amortization .. .. .. ........ .. ................
—
116
91
794
4,839
3.04:3
Operating loss ........................................... .. ....
1 786)
(2.320)
586.
Other income (expense):
Interest income (expense). net ....................................
. 191
;2211
4,_ 3,
Gain'loss) an disposal of assets, net ........................... . ....
. 270
—
2
Reorganization items ..........................................
. 62
1 1,21:1
_
Gain (loss) on liquidation of Metro Express ....... ........ ............
216
;6,2591
—
Gain (loss) on disposition MetroNortheast . ........ ........ .........
3,805
6,5921
Other ................ ........ .. .. ..... ........ .. ......
;42:
18001
_
1150
4.502
115.083)
14.3351
Income (loss) before income :axes ........................ ........ ..
3.716
(17,403)
15 221
Provision for 'benefit of) income taxes .............................. ..
52
170
(661,
Net income (loss) ................... .............................
$3.664
$117,573;
$14.560
See accompanying note.
Schedule IVE.7
Page 2 of 7
Schedule IVE.7
METRO AIRLINES, INC.
BALANCE SHEETS
(Unaudited, in thousands)
ASSETS
Year
Ended April
30.
1992
1941
1990
Current assets:
Cash .......................................................$
797
$ 153
$
5,682
Accounts receivable:
Trade....................................................
—
—
46
Affiliates ..................................................
3,429
10,183
31,480
Other....................................................
1
38
100
Expendable parts and supplies ......................... ..........
657
—
207
Prepayments and other .............................. ..........
55
38
362
Total current assets ........................................
4,939
10,412
37,877
Property and equipment:
Flight equipment .............................................
1,680
-
-
1,680
—
—
Less accumulated depreciation and amortization ......................
-
-
-
Total property and equipment .................................
1,680
—
—
Other assets, at cost net of accumulated amortization ....................
2,525
2,525
2,002
Cost in excess of net assets of business acquired, net of accumulated
amortization................................................
—
—
1,017
Investment in subsidiaries ........................................
19,228
10,362
31,837
TOTAL ASSETS ...............................................
$ 28,372
$ 23,299
$
72,733
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt ...............................
$ —
$ —
$
8,601
Accounts payable:
Trade....................................................
—
—
1,376
Affiliates ..................................................
13,359
13,276
34,133
Other accrued liabilities ........................................
192
971
1,591
Total current liabilitiies.....................................
13,551
14,247
45,701
Liabilities subject to Chapter 11 proceedings ...........................
44,917
45,484
—
Long-term debt, net .............................................
—
—
12.455
Convertible subordinated debentures .................................
—
—
18,377
Other long-term liabilities and deferred credits .........................
—
—
384
Stockholders' deficit:
Common stock...............................................367
343
343
Class B common stock..........................................254
278
278
Additional paid -in capital ........................................
13,648
13,648
9,240
Treasury stock ...............................................
(431)
(431)
(504)
Accumulated deficit ............................................
(43,934)
(50,270)
(13,541)
Total stockholders' deficit ....................................
(30,096)
(36,432)
(4,184)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT .................
$ 28,372
$ 23,299
$
72,733
See accompanying note.
Schedule IVE.7
Page 1 of 7
THIS PAGE LEFT BLANK INTENTIONALLY;
•
METROFLIGHT, INC.
STATEMENTS OF OPERATIONS
(Unaudited, In thousands)
Year Ended April 30,
1992 1991 1990
Operating revenues:
Passenger ................................................... $113,832 $111,843 $93,523
Cargo, mail and other .......................................... 1,666 1,854 1,825
115,498 113,697 95,348
Operating expenses:
Flight operations ..............................................
Maintenance ...................................
..............
.....
Passenger service .............................................
Fuel.......................................................
Promotion and sales ...........................................
General and administrative ......................................
Depreciation and amortization ....................................
41,348 40,088 32,661
24,128
21,427
18,826
15,530
14,001
13,477
9,790
12,136
9,230
11,954
11,158
9,123
4,031
3,813
3,687
2,941
2,547
2,714
109,722
105,170
89,718
Operating income ...............................................
5,776
8,527
5,630
Other income (expense):
Interest income (expense), net ....................................
(169)
(2,170)
(394)
Gain (loss) on disposal of assets, net ...............................
14
(1,035)
192
Reorganization items ...........................................
(389)
(3,807)
—
Loss on liquidation of Metro Express ...............................
(2,885)
(149)
—
Loss on disposition of Metro Northeast .............................
(16)
(119)
—
(3,445)
(7,280)
(202)
Income before income taxes .......................................
2,331
1,247
5,428
Provision for income taxes ........................................
141
62
118
Net income ...................................................
$ 2,190
$ 1,185
$ 5,310
See accompanying note.
Schedule IV.E.7
Page 4 of 7
METRO LEASING, INC.
BALANCE SHEETS
(Unaudited. In thousands)
ASSETS
Year Endrd 4pril M,
1993 1991 1990
Cash.... .......... .. .. ................... ........... ... 3 — —
Accounts receivable:
Affiliates .......... .. .. ...................... .. ......... 9.070 10,477 —
Other.. .......... .. .. ..... .. .......................... — 24 284
Prepayments and other . .. .. .. .. .. ................... ...... — — 24
Total current assets . .. ..... .. ............................. 9,070 10,501 308
Property and equipment
Flight equipment .................. . . .. .. ............. . ...... - - 2.414
2.414
Less accumulated depreciation and amortization ....... .. .. .. ........ — — 1.5511
Total property and equipment ................. .. .. ........ .. — — 863
Other assets, at cost net of accumulated amortization .... .. .. .. ..... .. — — _ 24
TOTAL ASSETS ...... .. .. ........ $ 9.070 $10,501 $ 1.19.5
LI4BILITIES 4\D STOCKHOLDER'S DEFICIT
Current liab::ities:
Accounts payable:
Trade.................... ..... .. ............. ...........
$ 2
$ —
$ —
Affiliated .................. ..... .. . . ............ . ..........
3,429
3.413
5,617
Other accrued liab:litiec .. ..... .. ..... .. ....................1210
1.343
—
To:a]rarrent liabilities .. .. .. . . . . . . .. . ....................
4,641
4.756
5.617
Liabilities subjectto Chapter 11 proceedings ... .. ......................
7,860
9.135
—
Deferred gain on sale -leaseback transactions ... .. ....
2.683
3.430
—
Stockholder'. deficit:
Common btock .... .. ...................
-
Additiona: paid -in capital .. ........... . . . ........
1
1
1
.. .. ........
Accumulated deficit .. .. ......................... .. , .. . ..
.
. (6,115)
16,821)
14,423'
Total btockholder's deficit . ....... . ..........................
. (6,114)
16,820)
14,422'
TOTAL LL4BILITIES AND STOCKHOLDER'S DEFICIT ............. . . . .
$ 9,070
$10,501
$ 1,195
See accompanying note.
Schedule IVE.7
Page 5 of 7
METRO LEASING, INC.
STATEMENTS OF OPERATIONS
(Unaudited, In thousands)
Operating revenues:
Cargo, mail and other .............................................. .
Year Ended April 30,
1992 1991 1990
$— $ 67 $ 1,431
67 1,431
Operating expenses:
Flight operations .................................................. — 2,368 2,608
Maintenance ..................................................... — — 490
General and administrative .......................................... 24 3 (20)
Depreciation and amortization ........................................ — 20 441
24 2,391 3,519
Operating loss ......................................................
Other income (expense):
Gain on disposal of assets, net ........................................
Reorganization items ...............................................
Other...........................................................
Income (loss) before income taxes .......................................
Provision for income taxes .............................................
Net income(loss)....................................................
See accompanying note.
Schedule IV.E.7
Page 6 of 7
(24) (2,324) (2,088)
747
186
-
(17)
-
-
-
(260)
(1,281)
730
(74)
(1,281)
706
(2,398)
(3,369)
$706 $(2,398) $(3,369)
NOTE TO I NAUDITED BALANCE SHEETS AND STATEMENTS OF OPERATIONS
OF METRO AIRLINES, INC., METROFI.IGHT, INC. AND METRO LEASING, INC.
The separate balance sheets of Metro Airlines. Inc., Metro3igh:. Inc. and Metro Leas:ng. Inc. at April 30. 1990,
1991 and 1992 and statements of operations for :he years then ended have been prepared by management without
audit. Certain information and footnote disclosure normally included :n financial statements prepared in accordance
with generally accepted accounting principles have been omitted. In addition. Income taxes and certain other expenses
have been allocated in accordance with the Company's policies and procedures.
Schedule IV.E.7
Page 7of7
Schedule IV.E1
METRO AIRLINES, INC.
LIQUIDATION ANALYSIS
August 31, 1992
Projected
Projected
Book Value
Proceeds Notes
(000)
(000)
Cash Generated from Liquidation:
Cash ..............................................
$ 500
$ 500
Notes receivable from related party ........................
2,500
2,500
Inventories — expendable parts ..........................
2,337
1,753 1
Prepaids...........................................
30
30
Total assets........................................5,36'?
4,783
Less costs of liquidation ................................
(210) 2
Cash realized from liquidation ........................
4,573
Liabilities to be Satisfied:
Postpetition liabilities:
Trade payables (including bankruptcy administration expenses) .
500
Prepetition liabilities
Class 5 BofA Claim .................................
Class 7 Metro Air General Unsecured Claims ...............
Class 8 Metro Air Bondholder Claims ....................
Class 11 Convenience Class Claims ......................
Total liabilities ................................... .
Net shortfall .....................................
Notes
10,693
12,194
18,937
5
41,829
42,329
$(37,756)
1. Inventories of expendable parts were acquired during 1991 and 1992 and are valued at 75% of
cost.
2. Costs of liquidation are assumed to be 12% of the value of assets sold.
3. Assumes the liquidation of Metroffight results in no payment on this claim by Metroffight.
Schedule IV.F.1
Page1of1
Schedule IV.F1
MEIROFLIGHT, INC.
LIQUIDATION ANALYSIS
August 31. 1992
Cash Generated from Liquidation:
Cash.. ................ ........ ..... .. .
Accounts receivable . ................... .. .. .... .
Inventories — expendab:e parts .........................
Prepaids ............ .. .. ................
Property & Equipment. net:
Rutableparts .. ............. .. .. ...............
Improvements to ]eased aircraft ... .. ..... .. ........ .
Ground equipment ...... .. .. .....................
Buildings and improvements ..... .. .. .............. .
Total property & equipment .......... .. .. ....... .
Other assets ............................. ..... ..... .. .. .. .
Total assets .. ................... .. .. ........
Less costs of liquidatior.................... .. ........ .
Cash realized from liquidation .. ............. .. . .
Liabilities lo be Satisfied:
Postpetition liabilities:
Trade payables lincluding bankruptcy administration expenses)
Accrued payroll & related liabilities . . . ............. . . .
Other accrutd liabilities ........... .............. . .
Prepetition liabilities
Class 3 Tax Claims ....... .. .. ................... .
Class 6 Secured Claims ....... .. ................... .
Class 9 General Unsecured Claims .................... . .
Class 11 Convenience Class Claims ....... ........... . .
Lease rejection and damage ciaims ........ .. ........ . .
Total :iabil:ties.... .... . .. . ........... .......... .
Netshortfall ..... .. .. ..... ...................
Schedule IVF2
Page 1 of 2
Projected
Book Value
000)
$ 9,000
249
3,539
768
12,629
1,625
1,125
4,675
20,054
2732
36,342
Projected
Proceeds tiolee
10001
$ 9,000
249
885
525
4.168
225
4.675
9.066
1,100
20.27
c1.755'
19.072
2607
1,743
3,394
7.744
1,39.5
2,898
15,844
107
18,200
38,444
46,188
$ 27,116)
1
1
1
1
2
3
4
Notes
1. Assumptions of realizable value of assets are based on the following:
Inventories — expendable parts ...............
25%
of book
value
Rotable parts ............................
33%
of book
value
Ground equipment ........................
20%
of book
value
Prepaids and other current assets are valued based on management's estimate of realizable value.
Improvements to leased equipment have no liquidation value as they become property of the
lessor upon return of the equipment.
The liquidation value of buildings and improvements (primarily the Company's hangar facilities
at D/FW Airport and Abilene, Texas) is assumed to equal book value, which is original cost less
accumulated depreciation.
2. Other assets consist primarily of deposits, along with certain aircraft parts no longer used in
the Company's operations. Such assets are valued at management's estimate of net realizable value.
3. Costs of liquidation are assumed to be 12% of assets being sold.
4. Lease rejection and damage claims assume that all of the Company's existing lease aircraft
would be rejected as of August 31, 1992. Damages are assumed to be $500,000 for each Saab 340
aircraft and $300,000 for each Jetstream 31 aircraft. In addition, miscellaneous costs related to the
return of the aircraft are estimated at $1,000,000.
Schedule IVF.2
Page 2of2
Schedule R:F3
METRO LEASING, INC.
LIQUIDATION ANALYSIS
August 31, 1992
Prajected PmJected
Book Value Proceed,
1000) p)0
Cash Generated from Liquidation:
Intercompany receivables —
Metroflight .......... .............. .......... .........
Liabilities to be Satisfied ....... .. .. ..... .. .......... ... . .
Note: Substantially all prepetition claims against Metro Leasing are for
leased by Metro Leasing and subleased to Metraflight. For purp
these obligations are considered to be Class 9 MetroP.:ght Genera
therefore included as such on Metroflight's iquidation analysis.
Schedule IVF3
Page 1011
$8,307 S -0-
-c.
lease arrearages on aircraft
)ses of liquidation analysis,
Unsecured Claims and arc
[THIS PAGE LEFT BLANK INTENTIONALLY]
Schedule V:B.1
CLAIMS ANALYSIS
The following classification and estimation of Claims is based on Debtor's preliminary estimates.
No Creditor may rely on the following estimation as an indication of his or her treatment under the
Plan. All Claims and Interests are subject tc disallowance, avoidance and or subordination in actor
dance with tnc Plan, and nothing contained herein shall be deemed an admission by Debtor or the
Committee as to the allowabil :y. priority or validity of any Claim or Interest. This analysis assumes
an Effective Date of August 31. 1992.
Estimated Claims
Estimated
is Filed And Or
.Allowed
tkscriptse
Class
Drscriplioo
Scheduled
CLaims
Aatt
$0001
810001
1
Priority Claims
Not applicable
$ 14
1
2
Professional Fee Claims
Not applicable
225
2
3
Tax Claims
$3,010
1,395
3
4
Administrative Expense Claims
Not applicable
8,577
4
5
Bow'', Claim
10.693
10,693
5
6
Secured Claims l0ther than BofA'
7,445
2,898
6
7
Metro Air General Unsecured Claims
82,908
8.385
7
8
Metro Air Bondholder Claims
23,705
18.937
8
9
Metrof.:ght General Unsecured Claims
61,457
14,844
9
10
Metro Leasing Genera] Unsecured Claims
82,574
0
10
11
Convenience Class Claims
114
112
11
12
Metro Air Subordinated and
Intercompany Claims
13,435
13,435
13
Metrofl:ght Subordinated and
Intercompany Claims
6,506
6,506
14
Metro Leasing Subordinated and
Intercompany Claims
3,413
3,413
15
Metro Air Class A Common Stock
3,575,934 shares
3,575,934 shares
16
Metro Air Clara B Common Stock
2.538,356 shares
2.538,356 shares
17
Metroflight Common Stock
100 shares
100 shares
18
Metro Leasing Common Stock
100 shares
100 shares
Descriptive Notes
1. Priority Claims include U, S Trustee fees
from the date of last
payment through
the Confir-
mation Date.
2. Professional fees include fees from the date of last payment through the Confirmation Date
and are estimated as follows:
Debtor's Counsel — Stutzman &
Bromberg .. .....
$ 75,000
Debtor's Counsel — Gardere & Wynne ...... ..
.. 40,000
Committee Counsel — Sheinfeld,
Maley & Kay ...
.. 50,000
Debtor's Accountants — KPMG Peat Marwick .......
35,000
Other Professionals . .........................
25,000
$225,000
Schedule VB.1
Page Iof2
3. Tax Claims include
all claims
of
taxing authorities, except
where settlement has been
reached. Settlement
payments
are
included in Administrative
Expense Claims.
4. Administrative Expense Claims are estimated as follows:
Settlement and Lease Cure Payments ....... $ 1,340
Postpetition Trade Debt and Other Liabilities . 7,237
$ 8,577
5.
Includes
principal and
accrued prepetition interest on the BofA Claim.
6.
Secured
Claims are as
follows:
Estimated
Collateral
Secured Unsecured
Description
Debtor
Value
Debt
Portion Portion
General Electric Note —
Metroflight
$ 500,000
$ 322,646
$ 322,646 —
secured by one General
Electric CT7-9B engine
Jet Acceptance Corporation
Metroflight
2,000,000
1,285,061
1,285,061 —
Loan Agreement dated
August 31, 1990 —
secured by aircraft parts
Jet Acceptance Corporation
Metroflight
1,078,000
794,199
794,199 —
Loan Agreement dated
March 14, 1985 — secured
by certain accounts
receivable
Fairbrook Leasing, Inc.
Metroflight
2,053,000
419,723
419,723 —
Collateral Security dated
October 31, 1989 —
secured by 4 General
Electric CT7-5A2 engines
and 5 propellers
Operating Leases for
Metroflight
10,000
8,583
8,583 —
various items of office
equipment (copiers, fax
machines, postage meters,
etc.)
The estimated collateral values set forth above represent the fair market value of such collateral
as determined by Debtor's management, based on its knowledge of the industry.
This analysis assumes no § 1111(h) election is made by any Creditor with respect to their secured
claim. Debt balances are estimated as of August 31, 1992. Jet Acceptance Corporation, which
holds secured claims totalling approximately $2,079,000, will be issued a Metroflight note for the
amount of the Claim and will retain its security interest in the collateral.
7. Estimated allowed Claims have been reduced for apparent duplicate Claims and for debts to
be forgiven in connection with settlements.
8. Filed Claims include duplicate claims filed by individual bondholders and Indenture Trustee.
9. Assumes holders of $2,000,000 of unsecured Claims take 50% of their Claim in cash at
closing. Estimated allowed Claims has been reduced for apparent duplicate Claims and for
debts to be forgiven in connection with settlements.
10. All Claims filed on Metro Leasing are duplicative of claims filed on Metroflight (Class 7).
11. Includes all Class 7 and Class 9 Claims in an estimated amount of $1,000 or less. This amount
could increase (with a corresponding decrease in Class 7 or Class 9) to the extent other
Creditors elect to reduce their Claim to $1,000
Schedule V.B.1
Page 2 of 2
I.
D. M. Lynn
Sander L. Esse.^nar.
Joseph P. trso
STL-TZMAN & BROMBERG
A Professional Corporation
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
'214) 969-4900 12141 969-4999 . facsimile'
ATTORNEYS FOR DEBTORS
Barbara J. Houser
Craig J. Litherland
David I-. Eilerbe
SHEINFELD. MALEY & KAY, P.C.
1700 Pacific Avenue, Su,:e 4400
Dallas, Texas 75201-4618
12141 953-07001214'. 953-1189 ifacsimE :
ATTORNEYS FOR THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DRTSION
IN RE: 1
METRO AIRLINES, INC., CASE NO. 391.32522-HCA-11
Debtor
IN RE
METROFLIGHT. INC.,
d -o a American Eagle. CASE NO. 391-32523-HCA-11
fka Chaparral Airline,, Inc }
Debtor.
IN RE:
METRO LEASING, INC., CASE NO. 391-32524•RCA-11
aka Metro Airline Leasing, Inc..
Debtor.
JOINTLY ADMINISTERED AS
CASE NO. 391-32522-HCA-11
SECOND AMENDED AND RESTATED JOINT PLAN OF REORGANI2ATION
COME Now the above -named debtors and the Official Committee of Unsecured Creditors of Metro
Airlines, Inc. and Metroflight. Inc. and propose the following Second Amended and Restated Joint
Plan of Reorganization.
1*.1:ii 8rr
INDEX
M
Article I
Definitions ....... ............. ............................
1
Article II
2.1
Certain General Terms and Conditions .............................
Claims .......... ............. ............................
5
5
2.2
2.3
Securities Laws ................. ............................
Preserved Liens ... ............. ............................
5
6
2.4
Date of Payments.............................................6
2.5
Time for Filing Certain Claims...................................6
2.6
Effective Date ...............................................
6
2.7
Subordination of Claims or Interests ...............................
7
2.8
Subrogation .................................................
7
2.9
2.10
2.11
Substantial Consummation ......................................
Claims Against Third Parties ....................................
Intercompany Claims ..........................................
7
7
7
2.12
2.13
2.14
Classification of Claims and Interests ..............................
No Issuance of Fractional Shares .................................
No Distributions Less Than $5.00 .................................
7
7
7
Article III
Classification of Claims and Interests ..............................
7
3.1
3.2
Class 1 .....................................................
Class2.....................................................
7
7
3.3
3.4
Class3.....................................................
Class 4 .....................................................
7
8
3.5
Class5.....................................................
8
3.6
Class6.....................................................
8
3.7
3.8
Class 7 .....................................................
C1ass8.....................................................
8
8
3.9
3.10
3.11
Class 9 .....................................................
Class 10 ....................................................
Class 11 ....................................................
8
8
8
3.12
3.13
3.14
Class 12 ....................................................
Class 13 ....................................................
Class 14 ....................................................
8
8
8
3.15
Class 15 ....................................................s
3.16
Class 1.6 ....................................................
8
3.17
Class 17 ....................................................
8
3.18
Class 18 ....................................................
8
Article IV
Treatment of Claims and Interests ................................
8
4.1
4.2
4.3
4.4
4.5
Class 1 (Priority (laims)........................................
Class 2 (Professional Fee Claims) .................................
Class 3 (Tax (laims)...........................................
Class 4 (Administrative Expense Claims) ............................
Class 5 (BofA Claim) ..........................................
8
8
8
9
9
4.6
Class 6 (Secured Claims Other Than the BofA Claimsi ..... ...........
9
4.7
4.8
Class 7 (MetroAir Unsecured Claims( ............ .. .......... ...
Class 8 (Metro Air Bondholder Claims( .............................
9
9
4.9
Class 9 (Metroflight Unsecured Claims) .............................
10
4.10
Class JO Metro Leasing Unsecured Claimsi .................. .....
10
4.11
Class 11 iConven:ence Class Claims( .................. . . . .........
10
4
12
Class 12 'Intercompany and Subordinated Metro Air Claims, . ..........
10
4.13
Class 13 (Intercompany and Subordinated Metrof:ght Claims(........ ..
10
4.14
Class 14 (Intercompany and Subordinated Metro Leasing Claims) ..... ..
10
4
15
Class 15 and Class 16 Holders of Metro Air Class A and Metro Air Class B
Common Stock) ...... .. ..... .. ....................... .
11
416
Class 17 'Holder of Metrofiight Common Stock( ......................
11
4.17
Class 18 'Holder of Metro Leasing Common Stock) ................ ...
11
Article
V
Securities To Be Issued Under The Plan ........................ ..
11
51
The BefA Note .............. .. .. .........................
11
53
Metro Air Notes . ..... .. ........ ... ...........
Metroflight Notes ......... .. ........ ................ .. ..
12
13
5.4
New MetroAir Class A Common Stock .. .. ...................14
5.5
56
New Metro Air Class B Common Stock ............................
Call ................ .. .. .. .. .........................
14
14
5.7
Form of Documents ....... ...................... ...........
14
Article VI
Debtor Operations ........ ........ .........................
15
6.1
Plan Committee and Subcommittees ...............................
15
6.1.1 Plan Committee .. .. ......................... ......
15
6.1.2 BofA Subcommittee .......... .........................
15
6.1.3 Metrofl;ght Subcommittee ........... .................
6.1.4 Metro Air Subcommittee ... ...................... .....
15
15
6.1.5 Membership Qualifications avid Initial Subcommittee Members.....
15
6 1.6 Successor Members for Subcommittees ............... .. ..
15
6.1.7 Plan Committee and Subcommittee Voting ...................
16
$2
Authority of the Plan Committee and the Subcommittees ........ .....
16
6.2.1 Negative Pledge ...... .. ......................
16
6.2.2 Authorize Priming of Debt ..............................
16
6.2.3 Authority toSettle AA Litigation ...........................
16
6.2.4 Succeed to Rights of Committee ..........................
6.2.5 Retain Counsel ....... ..... .........................
16
17
6
3
6.2.6 Issue the Call ........ ................ . ...............
6.2.7 Authorize Distributions ....... ...................... ...
6.2.8 Waiver of Operating Restrictions ........... . .. . ............
Pursuit of Litigation ................ ..........................
17
17
17
17
6.3.1 Litigation Fund .... .. .............................
6.3.2 Disbursements and Reports . .. .........................
17
17
64
65
Adjudication of the AA I:tigation .. .............................
Settlement of the AA Litigation .... .. .. .......................
17
16
ii
e
Page
6.6
Liquidation of Metro Air Assets
18
6.6.1 Establishment of Metro Air Plan Account ....................
19
6.6.2 Initial Liquidation of Metro Air Assets .......................
19
6.6.3 Distributions from the Metro Air Plan Account ................
19
6.6.4 Adjustments of Distributions to Class 8 ......................
20
6.7
Method of Liquidation and Preliminary Use of Proceeds ................
20
6.8
Call .......................................................
20
6.8.1 Prior to Settlement of the AA Litigation Involving a Disposition of
Metroflight..........................................
20
6.8.2 Upon Settlement of the AA Litigation Involving a Disposition of
Metroflight..........................................20
6.8.3 Payment upon Exercise ..................................
21
6.8.4 Disputes Regarding the Settlement Amount ...................
21
6.8.5 Distribution by Indenture Trustee ..........................
21
6.8.6 Notice by the Lead Class 16 Member ........................
21
6.8.7 Participation by Class 16 Members .........................
21
6.8.8 Limited Liability of Lead Class 16 Member ...................
22
6.9
Release of Committee and Professionals; Release of Debtor and Professionals .
22
Article VII
Means of Executing the Plan ....................................
22
7.1
Pre -Closing Activity ...........................................
22
7.2
Conditions to the Plan .........................................
22
7.3
Closing .....................................................
22
7.4
Post -Closing Activity ...........................................
23
7.5
Objections to Claims ...........................................
23
7.6
Debtors' Distribution of Newly Issued Stock and Promissory Notes ........
23
7.6.1 Class 5, Class 7, Class 14, Class 15 and Class 16 ...............
24
7.6.2 Class 8 ..............................................
24
7.6.3 Class 9 and Class 13 ....................................
24
7.6.4 Unclaimed Instruments ..................................
24
7.7
Employee Stock ..............................................
24
7.8
Segregated Properties ..........................................
24
Article VIII Amendments to the Certificate of Incorporation and Bylaws of the Debtor
Entities...................................................
25
8.1
Generally ...................................................
25
8.1.1 Securities ............................................
25
8.1.2 Board of Directors ......................................
25
8.1.3 Indemnity............................................26
8.2
Restriction on Stock Transfers ...................................
27
Article DC
ExecutoryContracts and Unexpired Leases ..........................
28
9.1
Rejection of Executory Contracts and Unexpired Leases .................
28
9.2
Rejection Damages ............................................
28
9.3
Assumption of Executory Contracts and Unexpired Leases ...............
28
iii
Ar:ic:e X Discharge, Binding Effect. Post -Confirmation Authority
10.1
Date of Discharge ..... .. .. ..... .. . .
1'1.2
Binding Nature: Automatic Stay . .. .. .. .. ........ .. .. .. . .
10.3
Debtors' Post -Confirmation Authority .. .. .. .. .
JO 4
. .........
Trading Injunction Regarding Metro Air Bonds ........ .... .. .. . .
Article XI
Retention cf Jurisdiction ......... ............... ............ .
1: 1
Retention of Jurisdiction
....... ... • . ........ ... .... .. ..
11.2
Further Orders .. ........ .......................... .... ..
Article X11
Modification of the Plan .. .. .......................... ...... .
12.1
Pre -Confirmation Amendment . ........ ........................ .
12.2
Post -Confirmation Amendment ... ................. ......... . .
12.3
Acceptances of Plan Modification .. .. .. .. .. .. .. ......... .
12.4
Effect of Modification ............. .. .. ..... .. .. .. ...... .
Article XIII
Miscellaneous Provisinns.......................... .. ..... .. .
13.1
Headings .. . ........ ...........................
3.2
Construction ..... .. ........... ..................... .
13.3
Computation of Time .. .. .................................. .
13.4
Further Assurances .. .. ..... .. ........ ................. .
Schedules
Schedule 1.57
Capital Expenditures
Schedule 9.3.1
Executory Contracts to be Assumed
Schedule 9.3.3
a British Aerospace. Inc. Lease Term Sheet
Schedule 9.3.3.b
Fa:rbrook Leasing, Inc. Lease Term Sheet
:v
Page
28
28
29
29
29
29
29
30
30
30
30
30
30
30
30
30
30
31
ARTICLE I
Definitions
For the purposes of this Plan, the following terms shall have the meanings set forth below, unless
the context clearly requires otherwise. Any initially capitalized term in this Plan not defined in Article
I, but used in the Code, shall have the meaning assigned to such term therein.
1.1 AA Litigation: All causes of action being adjudicated in the suit styled American Airlines,
Inc., plaintiff v. Metro Airlines, Inc. and Metroflight, Inc., defendants, currently pending in the Court
as adversary proceeding no. 391-3278 in the Case.
1.2 Administrative Expense Claim: Any Claim incurred by Debtor in the ordinary course of
business during the Case, other than Professional Fee Claims.
1.3 Annual Cash Flow shall mean:
a. net income (determined in accordance with generally accepted accounting principles);
b. plus the sum of (i) depreciation, (ii) amortization (including the amortization of good-
will); (iii) accrued but unpaid interest and tax expense, and (iv) any other accrued but unpaid
charges deducted in arriving at such net income, net of any noncash credits added in arriving at
such net income;
c. minus any increase, or plus any decrease, in working capital (determined in accordance
with generally accepted accounting principles);
d. plus total proceeds of assets sales, less any gain or plus any loss on sale of such asset to
the extent used in arriving at such net income;
e. minus the lesser of (i) actual cash capital expenditures, or (ii) the budgeted capital
expenditures provided for in Schedule 1.57 of this Plan including (A) amendments to such
budgeted capital expenditures approved by the Metroffight Subcommittee and the BofA Subcom-
mittee and, (b) budgeted capital expenditures deferred from any prior year;
f. plus proceeds of any increase in long-term debt.
1.4 BA] Leasing Companies: British Aerospace, Inc. and Jet Acceptance Corporation (a.k.a.
JACO), and their respective successors in interest.
1.5 BofA Claim: The Claim of the Bank of America, NT & SA against Metro Air, evidenced by
that certain promissory note and the related Loan Agreement dated March 30, 1989, and secured by a
pledge of all issued and outstanding shares of common stock of Metroflight.
1.6 BofA Note: The promissory note having the terms and characteristics described in 1 5.1
hereof.
1.7 Brady Litigation: All causes of action being adjudicated in the action styled Phoenix
Airline Services, Inc., et al. v. Metro Express, Inc., currently pending in Fulton County Superior Court,
Docket No. D 37066.
1.8 Business Day: A day on which national banking associations are required by law to remain
open for business.
1.9 Call: The instrument evidencing the right of the Lead Class 16 Member to purchase the
Metro Air Notes on the terms and conditions set forth in 1 6.8 hereof.
1.10 Case: The captioned bankruptcy cases, collectively, being jointly administered as case
no. 391-32522-HCA-11.
1.11
Closing:
The occurrence of those events described in 1 7.3 of this Plan.
1.12
Code:
Title 11 of the United States Code.
1.13 Committee: The official committee of unsecured creditors of Metroflight and Metro Air
appointed in accordance with § 11021ait1of the Code.
1.14 Confirmation: The occasion of entry by the Court of an order confirming the Plan at or
after the Confirmation Hearing.
1 15 Confirmation Hearing: That hearing held in respect of the Plan pursuant to § 1129 of the
Code.
1.16 Confirmation Order: A Final Order by the Court confirring the Plan pursuant to § 1129
of the Code.
1.17
Court:
The United States Bankruptcy Court
for the Northern District of Texas, Dallas
Division,
or any
court succeeding to jurisdiction over the
Case.
1.18 Debtor: Metro Air, Metroflight and Metro Leasing, collectively.
1 19 Debtor Entity: Any of the following debtors: Metro Air, Metroflight. or Metro Leasing.
1.20 Default Date: The date on which the earliest of the following shall occur: sal the first day
following the end of any two calendar -month period during which Metroflight shall fail to complete at
least ninety-five percent !95'k i of its regularly -scheduled flight miles due to cancellations attributable
to maintenance or operational deficiencies within Metroflight's normal management control; (b) the
day on which a default in payment and expiration of any applicable period for cure of such default shall
occur under the BofA Note or under any of the Metroflight Notes; or (c) the day on which Metroflight
shall no longer have the right to serve as an American Eagle earner through October 31, 2002, unless
the loss of such nght arises from the settlement of the AA Litigation that ty) is made with the consent
of the holder of the BofA Note, and i z i is made in accordance with the provisions of 1 6.2.3 of this Plan.
1.21 Disposition: An occurrence in which, with respect to any Debtor Entity, there shall be
(a' a sale or transfer of all or a substantial portion of such Debtor Entity's assets, i b) a sale, transfer or
dilution of any equity security issued by such Debtor Entity pursuant to this Plan, or (c) a cessation or
substantial reduction in the operation of such Debtor Entity.
1.22 Distribution Period: Each twelve-month period following the Effective Date of the Plan,
1.23 Effective Date: The date defined in 1 2.6 of this Plan.
1.24 Excess Cash Flow: Annual Cash Flow of Metroflight, reduced by Ca) Required Reserves,
and ibi scheduled, amortized payments made during the fiscal year on Ii) the Metroflight Notes, the
BofA Note, and any other promissory notes s) payable by Metrofttght and authorized pursuant to the
Plan, ,ii) debt incurred subsequent to the Effective Date, so long as such debt was incurred with
proper corporate authority, and liiii any debt authorized pursuant to 1 6.2.2 hereof
1.25 Final Order: An order or judgment of the Court, or any other court having jurisdiction
over the subject matter of such order or judgment, as to which order or judgment Ij ; the time for
appeal or to seek review or rehearing has expired without an appeal or petition for review or a motion
for rehearing being filed; or iii) if an appeal, a petition for review, or a motion for rehearing has been
filed, the party seeking such review, appeal or rehearing has failed to obtain a stay of such order or
judgment, or the court adjudicating such review, appeal or rehearing sustains such order or judgment
and no further review, appeal or rehearing is sought or permitted.
1.26 Intercompany Claims, Any Claim arising any time prior to commencement of the Case by
one Debtor Entity against any other Debtor Entity.
1 27 Interest: Any outstanding equity interest in any Debtor Entity prior to the issuance of
any securities pursuant to this P;an.
1.28 Lead Class 16 Member: Edmond A. Henderson, or if he shall no longer be a holder of New
Metro Air Class A Common Stock or shall be unable or unwilling to serve in the capacity set forth in
1 6.8 hereof, then in any such event, a successor designated by majority affirmative vote of the
members of the Metro Air Board of Directors elected by holders of the New Metro Air Class A Common
Stock.
1.29 Leasing Companies: Collectively, the SAAB Leasing Companies and the BAI Leasing
Companies.
1.30 Litigation Fund: The fund established pursuant to 11 6.3.1 of this Plan
1.31 Metro Air: Metro Airlines, Inc., debtor and debtor in possession in Case
No. 391-32522-HCA-11 currently pending in the Court, and one of Debtor Entities.
1.32 Metro Air Bonds: Those certain eight and one-half percent (8½%) Convertible Subordi-
nated Debentures issued pursuant to the Indenture of Trust dated October 8, 1987.
1.33 Metro Air Class A Common Stock: The 3,575,934 shares of existing common stock of
Metro Air.
1.34 Metro Air Class B Common Stock: The 2,538,356 shares of existing Class B common stock
of Metro Air.
1.35 Metro Air Notes: Collectively, the Series A Metro Air Notes and Series B Metro Air Notes
having the terms and characteristics described in 1 5.2 hereof.
1.36 Metro Air Notes Trust Indenture: The indenture of trust to be created pursuant to 15.2.5
and 115.7 of this Plan.
1.37 Metro Air Plan Account: That certain depository account established by Metro Air pursu-
ant to 11 6.6.1 of the Plan.
1.38 Metro Air Special Expenses: The sum of (a) all liquidation expenses incurred in connec-
tion with the liquidation of any asset as provided in 16.6 or 16.7 hereof, plus (b) all other reasonable
and necessary operating expenses of Metro Air incurred from and after the Confirmation Date.
1.39 Metro Leasing: Metro Leasing, Inc., a/k/a Metro Airline Leasing, Inc., debtor and debtor
in possession in Case No. 391.32524-HCA-11, currently pending in the Court, and one of Debtor
Entities.
1.40 Metroflight: Metroflight, Inc., d/b/a American Eagle, f/k/a Chaparral Airlines, Inc., debtor
and debtor in possession in Case No. 391-32523-HCA-11, currently pending in the Court, and one of
Debtor Entities.
1.41 Metroflight Stock Pledge Agreement: The stock pledge agreement granted by Metro Air to
the holder of the BofA Note pursuant to 1 5.1.7 hereof and covering the Metroflight Common Stock,
which stock pledge agreement shall be granted in modification of the existing stock pledge agreement
in favor of the holder of the promissory note evidencing the BofA Claim.
1.42 Metro/light Notes: Those promissory notes having the terms and characteristics de-
scribed in 1 5.3 hereof.
1.43 Metroflight Notes Trust Indenture: The indenture of trust to be created pursuant to
1 5.3.8 and 1 5.7 of this Plan.
1.44 Metro Leasing Common Stock: The shares of existing common stock of Metro Leasing.
1.45 Metroflight Common Stock: The shares of existing common stock of Metroffight.
1.46 New Metro Air Class A Common Stock: The class of common stock of Metro Air having
the terms and characteristics described in 1 5.4 of this Plan.
1.47 New Metro Air Class B Common Stock: The class of common stock of Metro Air having
the terms and characteristics described in 1 5.5 hereof.
3
1.48 New Notersi: Separately, any Metro Air Note, Metroflight Note or the BofA Note, and
collectively, the Metro Air Notes, the Metroflight Notes and the BofA Note.
1.49 Operating Restrictions. The following actions, none of which may be taken by Debtor
without the prior approval of the Metraflight Subcommittee and the BofA Subcommittee, in accor-
dance with 16.2.8 of the Plan: (a? capital expenditures in excess of the capital expenditures set forth
on Schedule 1.57 hereof; ib) advances to affiliates not contemplated by the Plan, ic; purchase of any of
the outstanding Metro Air Notes. or any common stock or any other security issued by Debtor; and
(d) any act not necessary or appropriate to Debtor's service as the American Eagle carrier at the
Dallas Fort Worth International Airport hub of American Airlines, Inc.
1.50 Place Eight Director: Such member of the Board of Directors of Metro Air who shall
initially be approved pursuant to 16.1.2.1 hereof to serve for an initial term expiring on the earlier to
occur of ia) the date of the tenth '10th) consecutive regularly scheduled annual stockholders' meeting
of Metro Air following the Effective Date, or ib) the date of payment in full of the Series B Metro Air
Notes. and whose successors shall be appointed, or nominated and elected, pursuant to r 8.1.2.3 and
r 8.1 2.4 hereof respectively.
1.51 Place Vine Director: Such member of the Board of Directors of Metro Air who shall
initially be approved pursuant to 11 8.1.2.1 hereof to serve for an initial term expiring on the earlier to
occur of (a) the date of the fifth t5th) consecutive regularly scheduled annual stockholders' meeting of
Metro Air following the Effective Date, or ibi the date of payment in full of the Series B Metro Air
Notes, and whose successors shall be appointed, or nominated or elected. pursuant to 1 8.1.2.5 and
1 8.1.2.6 hereof. respectively.
1.52 Plan: This Second Amended and Restated Joint Plan of Reorganization, including any
amendments, modifications or corrections.
1.53 Plan Committee: The committee appointed pursuant to 16.1 of this Plan to undertake the
duties described herein.
:.54 Priority Claims: Any Claim, other than a Tax Claim, a Professional Fee Claim or an
Administrative Expense Claim, entitled to priority under § 507(a) of the Code, including quarterly fees
imposed by 28 U.S.C. § 1930ia)(61•
1.55 Professional Fee Claims: Those Claims arising from provision of services, ar related
disbursements, at or prior to Confirmation by any Person employed by Debtor or the Committee
pursuant to §§ 327. 328 or 1103 of the Code and Claims entitled to priority pur•suazt to § 503(b; of the
Code for reimbursement or substantial contribution to the Case.
1 56 Reference Rate: The rate of interest announced from time to time by Bank of America
NT & SA, or any successor thereto, as the reference rate.
1 .57 Required Reserves: The cash reserves established as of the Effective Date, and thereafter
as of the 90th day fallowing the end of each fiscal year of Debtor. For each such determination, the cash
to be included in the Required Reserves shall equal the sum of'.a) all capital expenditures set forth on
Schedule 1.57 attached hereto for the respective twelve consecutive month period commencing as of
the date of each such determination, but only to the extent the source of funds for such capital
expenditures is not through debt incurred by Debtor, and i b) the next six full monthly payments to be
made under each of the following paragraphs hereof: 1 5.1.4 and 1 5.3.4.
1.58 SAAB Leasing Companies: Lambert Leasing, Inc. and Fairbrook Leasing, Inc. and their
respective successors in interest.
1.59 Secured Claim: Any Claim , other than a Tax Claim, secured by property of Debtor, but
only to the extent of the va:ue of the collateral securing such Claim, unless the holder of such Claim
shall timely elect pursuant to § 1111(b) of the Code to be treated as fully secured, in which event the
amount shall not be limited to the value of such collateral.
1.60 Series A Metro Air Notes: The Metro Air Notes having the terms and characteristics
described in 1 5.2 hereof and issued to the members of Class 8 pursuant to 1 4.8 hereof.
1.61 Series B Metro Air Notes: The Metro Air Notes having the terms and characteristics
described in 1 5.2 hereof and issued to the members of Class 7 pursuant to 1 4.7 hereof and to the
members of Class 12 pursuant to 1 4.12 hereof.
1.62 Settlement Amount: A determination of the amount any settlement of the AA Litigation
shall provide for, or result in payment on account of, Metro Air Notes as determined in accordance
with 1 6.8 hereof.
1.63 Settlement Payment Right: The attribute of each share of New Metro Air Class A Com-
mon Stock entitling the holder thereof to receive a distribution of $0.35 for such share in accordance
with the provisions of 1 6.5.4 hereof.
1.64 Subcommittee: Any of the three subcommittees of the Plan Committee established pursu-
ant to 11 6.1 hereof.
1.65 Tax Claim: Any Claim, whether secured or unsecured, which, if unsecured, would be
entitled to priority treatment pursuant to § 507(a)(7) of the Code.
1.66 Tax Code: The Internal Revenue Code of 1986, as amended.
1.67 Unsecured Claims: Any Claim, other than an Administrative Expense Claim, Priority
Claim, Tax Claim, Professional Fee Claim, Secured Claim, or Claims against Metro Air evidenced by
Metro Air Bonds, including without limitation, (i) Claims arising from rejection of executory con-
tracts, (ii) the portion of any Claim secured by property of Debtor to the extent such Claim exceeds the
value of the collateral therefor, but only if the holder of such Claim has not properly elected to be
treated as a fully secured creditor pursuant to § 1111(b) of the Code, and (iii) Claims arising from
guaranties, indemnities and similar Claims.
ARTICLE II
Certain General Terms and Conditions
The following general terms and conditions apply to this Plan:
2.1 Claims: Various types of Claims are defined in this Plan. Only Claims allowed pursuant to
§ 502 of the Code and filed and allowed in accordance with 11 2.5 and 1 7.5 hereof shall receive the
treatment set forth in Article IV of this Plan. Nothing in this Plan shall prohibit Debtor or any party -
in -interest from (a) challenging the extent, validity or priority of any Claim or lien securing any Claim
against any Debtor Entity, or (b) seeking subordination of any Claim pursuant to § 510(c) of the Code.
Upon avoidance of any lien or subordination of any Claim, such Claim shall be reclassified in accor-
dance with the provisions of this Plan. This Plan resolves all Claims against Debtor of whatever
character, whether liquidated or unliquidated, contingent or fixed, matured or unmatured, disputed
or undisputed, and whether or not allowed by the Court pursuant to § 502 of the Code. To the extent
that any offset is recognized hereby, § 362 of the Code shall be deemed modified upon the Effective
Date to permit such offset. Any Claim upon which more than one Debtor Entity is liable shall be
classified and treated as follows: (y) if Metroflight is an obligor, such Claim shall be treated as a Claim
against only Metroflight, and no other Debtor Entity; and (z) if Metro Air is an obligor, and Metroflight
is not an obligor, such Claim shall be treated as a Claim against Metro Air, and no other Debtor Entity.
Any Claim for which more than one Debtor Entity has liability shall be treated as if such Claim was
the sole obligation of the Debtor Entity determined in accordance with the preceding sentence, unless
the Plan shall expressly provide that the post -Confirmation obligation shall be the obligation of more
than one Debtor Entity.
2.2 Securities Laws: Any satisfaction provided to any Creditor or holder of Interests pursuant
to this Plan, which is or may be deemed to be a security, is exempt from registration under applicable
state and
federal securities
laws. Such exemption shall extend
to subsequent transfers of such stock
inc.ading
by underwriters
as that term is defined in § 1145
of the Code, to the maximum extent
permitted
by law.
2.3 Preserved Liens: No lien or encumbrance of any Creditor shall survive Confirmation,
except to the extent ,a 1 it secures a Tax Claim, is required pursuant to treatment under i 11.24, 1,
or 2 of the Code, or is agreed upon it: accordance with 1 4.6.4 hereof, and (b) such lien or encum-
branre is otherwise valid. Notwithstanding the foregoing, the existing lien of the Bank of America
NT & SA in the Metrotlight Common Stock shall continue in full force and effect pursuant to 1 5.1.7
hereof
2.4 Date of Payments: Unless otherwise specified :n this Plan, monthly payments of interest or
note installments shall be due on the first .1st, day of the month following the month for which such
payment _s due, subject to a ten 1101 day grace period. Annual payments of dividends, interest or note
installments shall be calculated based on Debtor's fiscal year, and shall be due and payable ninety
(901 cays after the close of such fiscal year. The first annual paymentta) due under this Plan shah be
due and payable ninety 190, days after the end of the first complete fiscal year of Debtor after the
Effective Date: provided, however, if such period shall exceed fifteen 1 15) months from the Effective
Date, the first such annual payments' sha'.1 be due and payable ninety 190) days after the end of the
fiscal year in which Debtor operates as of Confirmation. Payments to be made "as soon as practicable"
after ('losing shall be made within fifteen '15) days after Closing. In the event a payment date falls on
a day that is not a Business Day. such date of payment shall instead be the first Business Day after the
regularly scheduled payment date.
2.5
Time for Filing
Certain Claims; A proof of claim
for each of the following Claims shad be
filed, if at
all, within the
time set forth below:
2.5.1 A proof of claim for a Claim arising from reasonable reliance damages based on certain
contractual remedies, as provided pursuant to § 112412)(c) of the Code. shall be filed on or before
twenty '20) days after Confirmation.
2.5 2 A proof of claim for a Claim of damages arising by reason of rejection of an executory
contract or unexpired lease pursuant to Article LX hereof shall be filed within twenty (20) days
after Confirmation.
2.5.3
No proof of claim need be filed
for an Administrative Expense Claim in order for such
Claim
to
receive the treatment set forth
itt ¶ 4.4 hereof.
2.5 4 A proof of claim for a Claim arising by reason of certain expenses incurred or contribu.
tion made pursuant to § 503,b)(3), .4.' or 15) of the Code, shall be filed ors or before twenty
,20, days after Confirmation.
2.5 5 No proof of claim need be filed for fees of the United States Trustee imposed by
26 U.S.C § 1930(a 1; 6 Any Claim or Interest, for which a proof of claim or interest must be filed in
accordance with this 11 2.5 or pursuant to Bankruptcy Rule 3003(cl(2), shall only be allowed if a
proof of claim or proof of interest it filed pursuant to (a) this 1 2.5. (b) the Notices of Meeting of
Creditors dated April 1, 1991, distributed for each Debtor Entity and providing notice of the
July 31. 1991, claims bar date, .c) a Final Order of the Court. or Id) by an indenture trustee on
account of any such Claim pursuant to Bankruptcy Rule 3003(c115). A Claim or interest shall be
disallowed if proof thereof is not timely filed or allowed in accordance with the foregoing. The
filing of a proof of claim or interest shall not limit challenges to such Claim or Interest or security
therefor pursuant to ' 2.1 and 7.5 of this Plan.
2.6 Effect/re Date: The Effective Date of this Plan, as that term is used :n the Code, is the date
of Closing pursuant to' 7.3 of the Plan. If Closing shall require more than one day, the Effective Date
shall be the date on which Closing is completed.
6
2.7 Subordination of Claims or Interests: The treatment afforded Claims and Interests by this
Plan shall be deemed to have given full effect to (a) any party's contractual rights to subordination of
other Claims or Interests and such contractual rights shall not survive after Confirmation, and (h) the
requirements for treatment of a Claim or Interest subordinated pursuant to § 510(c) of the Code.
2.8 Subrogation: Any person who satisfies in full or in part any Claim shall be subrogated, to
the extent of such satisfaction, to the treatment due to the holder of such Claim pursuant to this Plan
at the time of such satisfaction to the extent permitted by law.
2.9 Substantial Consummation: This Plan shall be substantially consummated at such time as
any distributions have been commenced pursuant to the Closing under 1 7.3 of this Plan.
2.10 Claims Against Third Parties: Except as provided in 12.7 hereof, the treatment afforded
any Claim under this Plan shall not serve to release, compromise, waive or discharge any rights or
claims which the holder of such Claim may have against an entity which is not a Debtor Entity.
2.11 Intercompany Claims: Intercompany Claims shall be satisfied, pursuant to the treatment
set forth in 1 4.12, 1 4.13, or 1 4.14, as applicable.
2.12 Classification of Claims and Interests: Claims and Interests are classified as set forth in
Article III. A Claim or Interest shall be deemed classified within a particular class only to the extent
that the Claim or Interest qualifies within the description of that class. To the extent that any portion
of a Claim or Interest does not qualify within the description of such class, but qualifies within the
description of a different class, the Claim or Interest shall be classified in such different class. A
Creditor or holder of an Interest may have a Claim or Interest that falls within one or more classes.
Those Claims specified in §§ 507(a)(1), 507(a)(2) and 507(a)(7) of the Code and included within the
definitions of Class 1, Class 2, Class 3 and Class 4 have been described therein for convenience only,
and shall not be deemed as classified for purposes of § 1123(a)(1) of the Code. Class 6 defined in 13.6
hereof constitutes multiple classes of Secured Claims. Each Secured Claim included in Class 6 shall
constitute a separate class for purposes of §§ 1122(a) and 1129 of the Code, and each such class shall be
separately treated pursuant to 14.6 hereof. Those Claims against Metro Air and Metroflight that are
$1,000 or less or reduced to $1,000, and are included within the definition of Class 11, are described as
a single class for convenience only and shall not be deemed classified for purposes of § 1122(a) and
1129 of the Code. Class 11, as defined in 13.11 of the Plan, shall constitute multiple classes as follows:
each Secured Claim shall be a separate class, and all Claims against Metro Air and Metroflight other
than Secured Claims shall be a separate class.
2.13 No Issuance of Fractional Shares: In the event any provision in this Plan shall require the
issuance of shares of stock based on a formula which produces a fractional number of shares, the
number of such shares to be issued shall be rounded down to the nearest whole number of shares. Any
share or shares of stock that would be issued absent the provisions of this 1 2.13 shall be held as
treasury stock by the issuer thereof.
2.14 No Distributions Less than $5.00: In the event any provision in this Plan shall require the
distribution of a sum less than five dollars ($5.00), Debtor shall have no obligation to make such
distribution, and the amount which would have been distributed absent the provisions of this 1 2.14
shall be the sole and absolute property of Debtor Entity otherwise obligated to fund such distribution.
ARTICLE III
Classification of Claims and Interests
3.1
Class
1:
Class
1
is comprised
of Priority Claims.
3.2
Class
2:
Class
2
is comprised
of Professional Fee Claims.
3.3
Class
3:
Class
3
is comprised
of Tax Claims.
3.4
Class
4:
Class
4
is comprised
of Administrative Expense Claims.
3.5
Class
5:
Class
5
is comprised
of the BofA Claim.
3.6
Class
6:
Class
6
is comprised
of Secured Claims, other than the Class 5 Claim.
3.7 Class 7: Class 7 is comprised of Unsecured Claims against Metro Air. other than Class 8,
Class 11 and Class 12 Claims.
3.8 Class 8.• Class 8 is comprised of Claims against Metro Air evidenced by Metro Air Bonds,
other than Class 12 Claims.
3.9 Class 9: Class 9 is comprised of Unsecured Claims against Metroflight, other than Crass 11
and Class 13 Claims.
3.10 Class 10: Class 10 is comprised of Unsecured Claims against Metro Leasing, other than
Class 14 Claims.
3.11 Class 11: Class 11 is comprised of two classes of Claims of one thousand dollars ($1,000'
or :ess against Metroflight 1 Class 11Ar or Metro Air, other than Claims evidenced by Metro Air Bonds
(Class 11B, including Class 6. Class 7 and Crass 9 Creditors that voluntarily reduce their Claims to
one thousand dollars ($1,000) pursuant to 1 4.11 hereof.
3.12 Class 12: Class 12 is comprised of Claims against Metro Air which are subordinated
pursuant to § 510(c) of the Code and Intercompany Claims against Metro Air.
3.13 Class 13: Class 13 is comprised of Claims against Metrofiight which are subordinated
pursuant to § 510(c) of the Code and Intercompany Claims against Metroffight.
3.14 C1ays 14: Crass 14 is comprised of Claims against Metro Leasing which are subordinated
pursuant to § 510'c) of the Code and Intercompany Claims against Metro Leasing.
3.15 Class 15: Class 15 is comprised of Interests in Metro Air evidenced by shares of Metro Air
Class A Common Stock.
3.16 Class 16: Class 16 is comprised of Interests in Metro Air evidenced by shares of Metro Air
Class B Common Stock.
3.17 Class 17: Class 17 is comprised of Interests in Metroflight evidenced by shares of Metro -
flight Common Stock.
3.18 Class 18: Class 18 is comprised of Interests in Metro Leasing evidenced by shares of
Metro Leasing Common Stock.
ARTICLE IV
Treatment of Claims and interests
4.1 Class 1: (Pnority Claims) The Claims of Creditors in Class I are unimpaired and such
Claims will be paid in cash and in full as soon as practicable after Closing,
4.2 Class 2: (Professional Fee Claims) The Claims of Creditors in Class 2 are unimpaired. The
Claims of Creditors in Class 2 that have been incurred as of Confirmation and allowed pursuant to
§ 330 of the Code shall be paid in cash in full as soon as practicable after the Closing, and the
remainder of Class 2 Claims shall be paid as provided in 1 10.3 of this Plan.
4.3 Class 3: I Tax Claims) The Claims of Creditors in Class 3 are unimpaired. The Debtor shall
have the option of either payment i ain cash in full as soon as practicable after Closing, or (h) in full in
even, consecutive quarterly payments, the first payment to be made on the one hundred twentieth day
after the Effective Date. with interest on the unpaid portion thereof at the Reference Rate or such
other rate as the Court may fix. such that all principal and interest shall be paid in full within six
(6) years after assessment of such tax. Debtor may, at its option, prepay any Class 3 Claim without
penalty, or pay any Class 3 Claim on different terms agreed to by the holder of such Class 3 Claim and
approved by the Court and the Committee.
4.4 Class 4: (Administrative Expense Claims) The Claims of Creditors in Class 4 are
unimpaired. The Claims of Creditors in Class 4 shall be paid in cash in full as such Claims become due
and payable in the ordinary course of Debtor's business.
4.5 Class 5: (BofA Claim) The Claims of the Creditor in Class 5 is impaired, and such Creditor
shall receive in full and complete satisfaction of the BofA Claim the BofA Note in the principal amount
equal to the BofA Claim.
4.6 Class 6: (Secured Claims other than the BofA Claim) The Claims of Creditors in Class 6 are
unimpaired. Each Secured Claim within Class 6 shall be dealt with as a separate class and shall receive
treatment as follows:
4.6.1 If Debtor does not file a motion with the Court for valuation of the collateral securing
such Claim prior to Confirmation, such Claim shall receive treatment in accordance with
§ 1124(2) or (3) of the Code with the cash payments required by § 1124(2)(A) and (C) of the Code
being made as soon as practicable after Closing.
4.6.2 If Debtor files a motion for valuation of such collateral prior to Confirmation and the
Creditor holding such Claim has not elected treatment under § 1111(b) of the Code in accordance
with Bankruptcy Rule 3014, such Claim shall be deemed to be a Secured Claim in an amount not
to exceed the value of such collateral as found by the Court at the Confirmation Hearing, and to
such extent will receive payment in cash and in full as soon as practicable after Closing; should
such Claim exceed the value of such collateral, such excess shall constitute an Unsecured Claim.
4.6.3 If Debtor files a motion for valuation of such collateral under 114.6.2 hereof and if such
Creditor has elected treatment pursuant to § 1111(b) of the Code in accordance with Bankruptcy
Rule 3014, Debtor may, at its option at any time prior to Closing, elect to provide treatment of
such Claim under § 1124(1), (2) or (3) of the Code. Otherwise, such Creditor shall receive the
collateral securing such Claim in full satisfaction of such Claim.
4.6.4 Notwithstanding any other provision in this 14.6 of the Plan, Debtor and any Credi-
tor having a Class 6 Claim may agree to any treatment of such Claim, which treatment may
include preservation of such Creditor's lien; provided that such treatment shall not provide a
return to such Creditor, by reason of such Class 6 Claim, having a present value in excess of the
amount of such Creditor's Secured Claim; provided, further, that the Committee shall consent to
the terms of such treatment.
4.6.5 Each Creditor in Class 6 may elect to reduce its Class 6 Claim to $1,000 and receive
treatment as a Class 11 Creditor pursuant to 1 4.11 hereof.
4.7 Class 7: (Metro Air Unsecured Claims) The Claims of Creditors in Class 7 are impaired.
Each Creditor in Class 7 shall have the option to (a) reduce its Class 7 Claim to $1,000 and receive
treatment as a Class 11 Creditor pursuant to 1 4.11 hereof, or (b) receive in full satisfaction of its
Class 7 Claim: (y) a Series B Metro Air Note as provided in 1 5.2.8 hereof, which shall be in the
principal amount equal to such Creditor's Class 7 Claim rounded to the nearest whole dollar, and
(z) the number of shares of New Metro Air Class B Common Stock provided in 1 5.5 hereof.
4.8 Class 8. (Metro Air Bondholder Claims) The Claims of Creditors in Class 8 are impaired.
Each Creditor in Class 8 shall receive in full satisfaction of its Class 8 Claim: (a) a Series A Metro Air
Note, as provided in 1 5.2.8 hereof, which shall be in the principal equal to such Creditor's Class 8
Claim, rounded to the nearest whole dollar, and (b) the number of shares of New Metro Air Class B
Common Stock as provided in 1 5.5 hereof.
9
4.9 Claw 9: (Metroflight Unsecured Claims) The Claims of Creditors in Class 9 are impaired.
Each Class 9 Creditor may elect to receive in full satisfaction of its Class 9 Claim the treatment set
forth in either 14.9.1, 1 4.9.2 or 14.9.3 hereof. A Creditor in Class 9 that does not make the election to
receive cash in accordance with' 4.9.1 or' 4,9.3 on the balot for accepting or rejecting this Plan prior
to the Confirmation Hearing shall be treated as if such Creditor has elected to receive a Metroflight
Note in accordance with' 4.9.2 hereof.
4.9.1 Each Creditor holding a Class 9 Claim may elect to receive fifty percent 1 1 of such
Claim :n cash as soon as practicable after Closing.
4.9.2 Each Creditor holding a Class 9 Claim may elect. as an alternative to the elections
provided in 1 4.9.1 and 1 4.9.3 hereof, to receive (ai an initial cash payment pursuant to' 7.4.1
hereof equal to its share, as hereinafter provided, of the difference between ii) all cash held by
Metroflight upon Confirmation, and (iii the sum of .A) all cash payments required to be made
pursuant to 1 7 4.1, :B) $250,000 for use in establishing the Litigation Fund pursuant to 6.3 of
this Plan, and iC 1 Required Reserves; and (b) a Metroflight Note in the principal amount of the
remainder of such Creditor's Class 9 Claim, after reduction by the amount of the payment
received by such Creditor pursuant to clause a] of this ' 4.9.2. The amount distributed ;n
accordance with clause (a) of this a 4.9 2 shall be distributed among the holders of Class 9 Claims
erecting treatment under this f 4.9.2 by distributing to each such harder an amount which bears
the same proportion to the whole such amount as such holder's Class 9 Claim bears to the sum of
all Class 9 Claims for which an election has been made, or deemed made, to receive treatment
pursuant to this' 4.9.2.
4.9.3 Each Creditor in Class 9 may elect. as an alternative to the elections provided :n
'4.9-1 and 14.9.2 hereof, to reduce its Class 9 Claim to $1,000 and receive treatment as a Class 11
Creditor pursuant to 1 4.11 hereof.
4.10 Class 10: (Metro Leasing Unsecured Claims) The Claims of Creditors in Class 10 are
impaired. Each Creditor in Class 10 shall receive in cash as soon as practicable after Closing an
amount equal to one percent (1 Z 1 of such Creditor's Class 10 Claim in full and complete satisfaction
thereof.
4.11 Class 11: IConvenience Class Claims) The Claims of Creditors in Class 11A IMetroflight
convenience class) and Class 11B ,Metro Air convenience class' are unimpaired. Each Creditor in
Class 6, Class 7 and Class 9 may elect treatment as a Class 11A or Class 11B Creditor, as appropriate,
by voluntarily reducing its Claim to one thousand dollars ;$1,000). Such election shall be made, if at
all, or. the ballot on which such Class 6, Class 7 or Class 9 Creditor votes to accept or reject the Plan,
and any such Creditor failing to affirmatively make such an election shall be deemed to have not made
such an election. Upon making such election, such Creditor shall be deemed to hold a one thousand
dollar' $1.000: Class :1A or Class I IB Claim. Creditors in Class 11 shall receive one hundred percent
of their Class 11 Claim in cash as soon as practicable after Closing
4.12 Class 12: i Intercompany and Subordinated Metro Air Claims) The Claims of Creditors in
Class 12 are impaired Each Creditor :n Class 12 shall receive a Serves B Metro Air Note evidencing a
principal obligation equal to one -tenth of one percent (1.101%] of such Creditor's Class 12 Claim.
4.13 Class 13. I Intercompany and Subordinated Metroflight Claims) The Claims of Creditors
in Class 13 are impaired. Each Creditor in Class 13 shall receive a Metroflight Note in the principal
amount of one -tenth of one percent tl,'10%, of such Creditor's Class 13 Claim.
4.14 Class 14: i intercompany and Subordinated Metro Leasing Claims) The Claims of Credi-
tors in Class 14 are impaired. Each Creditor in Class 14 shall receive in cash as soon as practicable
after Closing an amount equal to one -hundredth of one percent (1/100%1 of such Creditor's Class 14
Claim in full and complete satisfaction thereof.
iul
4.15 Class 15 and Class 16: (Holders of Metro Air Class A Common Stock and Metro Air
Class B Common Stock) The Interests held by members of Class 15 and Class 16 are impaired. The
members of Class 15 and Class 16 shall collectively receive 6,114,290 shares of New Metro Air Class A
Common Stock. Each member of Class 15 and Class 16 shall receive one share of New Metro Air
Class A Common Stock for each share of Metro Air Class A Common Stock or Metro Air Class B
Common Stock held by such member.
4.16 Class 17: (Holder of Metroflight Common Stock) The Interest held by the member of
Class 17 is not impaired. The Class 17 member shall retain in full and complete satisfaction of its
Class 17 Interest its Metroflight Common Stock, subject to the pledge thereof as provided in 1 5.1.7
hereof and the restrictions on transfer provided in 1 8.1.3 hereof.
4.17 Class 18: (Holder of Metro Leasing Common Stock) The Interest held by the member of
Class 18 is not impaired. The Class 18 member shall retain in full and complete satisfaction of its
Class 18 Interest its Metro Leasing Common Stock, subject to the restrictions on transfer provided in
1 8.1.3 hereof.
ARTICLE V
Securities To Be Issued Under The Plan
5.1 The BofA Note: The BofA Note shall have the following characteristics:
5.1.1 The makers of the Bofk Note shall be Metroflight and Metro Air, and the BofA Note
shall be issued in modification and renewal of the promissory note evidencing the BofA Claim.
5.1.2 The BofA Note shall be in the principal amount as provided in 1 4.5 hereof.
5.1.3 The BofA Note shall bear interest from and after the Effective Date at the Reference
Rate in effect on the Effective Date.
5.1.4 Metroflight shall make equal monthly payments of principal and interest until the
BofA Note shall be paid in full; the amount of such monthly payments shall be calculated to equal
the monthly amount sufficient to pay all interest accruing from and after the Effective Date, and
amortize the principal balance in ninety-six (96) consecutive payments. Any payments made on
the BofA Note pursuant to 1 5.1.5 or 1 5.1.6 hereof shall reduce the amount of payments
thereafter required pursuant to this 1 5.1.4.
5.1.5 In addition to the payments required pursuant to 15.1.4 hereof, and subject to 15.1.8
hereof, Metroflight shall make annual payments in reduction of the outstanding principal bal-
ance, until such time as the entire principal balance has been paid in full, equal to all Excess Cash
Flow remaining after payments made pursuant to 1 5.1.4, 1 5.3.4 and 1 5.3.5 of this Plan.
5.1.6 In addition to the payments to be made by Metroflight pursuant to 15.1.4 and 15.1.5
hereof, Metro Air shall make payments upon a Final Order in the AA Litigation pursuant to
16.4.2 hereof, upon settlement of the AA Litigation pursuant to 16.5.4 hereof and from the Metro
Air Plan Account pursuant to 1 6.6.3 hereof, which payments shall first be applied toward
payment of any accrued but unpaid interest and thereafter in reduction of the outstanding
principal balance.
5.1.7 The holder of the BofA Note shall continue to have a first -priority lien encumbering
the Metroflight Common Stock. The Metroflight Common Stock shall be held by the holder of the
BofA Note, subject to the provisions set forth in the Metroflight Stock Pledge Agreement.
5.1.8 Metroflight shall have the right to prepay in whole or part the BofA Note, but only
after all of the Metroflight Notes have been paid in full.
11
5.1.9 Other than as provided pursuant to the provisions oft6.6.3 hereof the debt evidenced
by the BofA Note shall be subordinated :n repayment to the debt evidenced by the Metroflight
Notes and the debt, if any, authorized pursuant to 1 6.2.2 hereof.
5.1.10 If there shall be a settlement pursuant to 16.2.3 or • 6.5 hereof. Metroflight shall be
entitled to allow American Airlines, inc. to assume the obligation for payment of the BoCk Note
pursuant thereto. Upon the occurrence of such assumption. Metroflight and Metro Air shall have
no further obligation for payment of all or any port:on of the BofA Note, and the holder of the
BolA Note shall forthwith release the lien covering the Metroflight Common Stock granted
pursuant to 1 5.1.7 hereof.
5.1 11 The BofA Note issued to the holder of the Class 5 Claim pursuant to 14.5 hereof shall
contain a restriction preventing the sale, transfer, assignment, conveyance, grant, pledge, gift or
other disposition thereof for a period ending 30 days after the Effective Date.
5.2 Metro Air Notes: The Metro Air Notes shall have the following characteristics:
5.2.1 The maker of the Metro Air Notes shall be Metro Air.
5.2 2 Each Metro Air Note shall be in the principal amount provided in ' 4.7. or 4.8 or 1 4 12
hereof, as applicable.
5.2.3 The Metro Air Notes shall bear interest from and after the Effective Date at the rate
of seven and 63 100 percent (7.63') per annum.
5.2.4 For so long as the BofA Note or any Metroflight Note is outstanding. Metro Air shall
make payments or. account of the Metro Air Notes to the extent provided in 1 6.5.4 and 1 6.6.3
hereof, which payments shall first be applied toward payment of accrued but unpaid interest, and
thereafter in reduction of the outstanding principal balance. After the BofA Note and the Metro -
flight Notes are paid in full. Metro Air shall make annual payments from the Metro Air Plan
Account on the Metro Air Notes equal to Excess Cash Flow, but only to the extent permitted by
applicable law and to the extent provided in 11 6.6.3 hereof. The Metro Air Notes shall mature on
the date which is fifteen (15' years after the Effective Date.
5.2.5 The Metro Air Notes shall be issued in two series, to -wit: Series A Metro Air Notes,
and Series B Metro Air Notes. Each such series shall be identical to the other, except as expressly
provided below in this 1 5.2.5 and in 1 5.2,10 and r 5.2.11 hereof The Series B Metro Air Notes
issued to members of Class 7 pursuant to 14.7 hereof and members of Class 12 pursuant to '4.12
hereof shall not be subject to the Metro Air Notes Trust Indenture, except with respect to
payments made pursuant to the Call as provided in 1 6.8 hereof. The Series A Metro Air Notes
issued to members of Class 8 pursuant to' 4.8 hereof shall be subject to the terms of the Metro Air
Notes Trust Indenture, pursuant to which Ameritrtst Texas, N.A. shall serve as indenture
trustee.
5.2.6 The debt evidenced by the Metro Air Notes shall be subordinated in repayment to the
debt, if any, authorized pursuant to 11 6.2.2 hereof.
5.2.7 If ;.here shall be a settlement pursuant to 1 6.2.3 or 16.5 hereof, Metro Air shall have
the right to allow American Airlines, Inc. to assume the obligation for payment of the Metro Air
Notes pursuant thereto. Upon the occurrence of such assumption, Metro Air shall have no further
obligation for payment of al: or any portion of the Metro Air Notes.
5.2.8 Each member of Class 7 shall receive one Series B Metro Air Note in the principal
amount equal to such Creditor's Class 7 Claim pursuant to 1 4.7 hereof, which amount shall be
rounded to the nearest whole dollar. Each member of Class 8 shall receive one Series A Metro Air
Note in the principal amount equal to such Creditor's Class 8 Claim pursuant to • 4.8 hereof,
12
which amount shall be rounded to the nearest whole dollar. Each member of Class 12 shall receive
one Series B Metro Air Note in the principal amount equal to one -tenth of one percent (1/10%) of
such Creditor's Class 12 Claim, which amount shall be rounded to the nearest whole dollar.
5.2.9 Each of the Metro Air Notes shall be subject to the Call as provided in 1 6.8 hereof,
which shall be issued by the Plan Committee in accordance with the provisions of 16.2.6 hereof.
5.2.10 The Series A Metro Air Notes issued to Class 8 members pursuant to 11 4.8 hereof
shall contain a restriction preventing the sale, transfer, assignment, conveyance, grant, pledge,
gift or other disposition thereof for a period ending 30 days after the Effective Date; and thereaf-
ter such sale, transfer, assignment, conveyance, grant, pledge, gift or other disposition may be
permitted only after approval by the Board of Directors of Metro Air.
5.2.11 The Series B Metro Air Notes issued to Class 7 members pursuant to 14.7 hereof and
Class 12 members pursuant to 1 4.12 hereof shall contain a restriction preventing the sale,
transfer, assignment, conveyance, grant, pledge, gift or other disposition thereof for a period
ending 30 days after the Effective Date.
5.3 Metroflight Notes:
The
Metroflight
Notes
shall
have the following characteristics:
5.3.1 The maker
of the
Metroflight
Notes
shall
be Metroflight.
5.3.2 Each Metroffight Note shall be in the principal amount provided in 1 4.9.2 or 1 4.13
hereof, as applicable.
5.3.3 The Metroffight Notes shall bear interest from and after the Effective Date at the
Reference Rate in effect on the Effective Date.
5.3.4 Metroflight shall make equal monthly payments of principal and interest until each of
the Metroffight Notes has been paid in full; the amount of such monthly payments shall be
calculated to equal the monthly amount sufficient to pay all interest accruing from and after the
Effective Date, and amortize the principal balance in seventy-two (72) consecutive payments. Any
payments made on the Metroflight Notes pursuant to 1 5.3.5 hereof shall reduce the amount of
payments thereafter required pursuant to this 1 5.3.4.
5.3.5 In addition to the payments required pursuant to 11 5.3.4 hereof, Metroflight shall
make annual payments in reduction of the principal balance, until such time as the entire
principal balance has been paid in full, equal to all Excess Cash Flow remaining after amounts
paid pursuant to 1 5.1.4 and 11 5.3.4 hereof.
5.3.6 In addition to the payments to be made by Metroflight pursuant to 15.3.4 and 15.3.5
hereof, Metro Air shall make payments upon a Final Order in the AA Litigation pursuant to
1 6.4.2 hereof and upon settlement of the AA Litigation pursuant to 11 6.5.4 hereof, which
payments shall first be applied toward payment of any accrued but unpaid interest and, thereaf-
ter in reduction of the outstanding principal balance.
5.3.7 The debt evidenced by the Metroffight Notes shall be subordinated in repayment of
the debt evidenced by debt, if any, authorized pursuant to 11 6.2.2 hereof.
5.3.8 Each of the Metroffight Notes shall be subject to the terms of the Metroffight Notes
Trust Indenture, pursuant to which Ameritrust Texas, N.A. shall serve as the indenture trustee.
5.3.9 If there shall be a settlement pursuant to 116.2.3 or 116.5 hereof, Metroffight shall be
entitled to allow American Airlines, Inc. to assume the obligation for payment of each of the
Metroflight Notes pursuant thereto. Upon the occurrence of such assumption, Metroflight shall
not have any further obligation for payment of any of the Metroflight Notes.
13
5 3.10 The Metrofltght Notes issued to Class 9 members pursuant to 1 4.9.2 hereof and
Class 13 members pursuant to 1 4.13 hereof shall contain a restriction preventing the sale,
transfer. assignment. conveyance, grant, pledge, gift or other disposition thereof for a period
ending 30 days after the Effective Date.
5.4 New Metro Air Class A Common Stock: The New Metro Air Class A Common Stock shall be
the 6.114,290 shares of Series A common stock of Metro Air authorized pursuant to this Plan, and
shall have )a) a par value of $0.01 per share. ibi the right to elect directors, pursuant to Article VIII
hereof, ;c) a distribution preference in the form of the Settlement Payment Right, and (d) a right to
share :n distributions with respect to stock of Metro Air otherwise one pro rata basis with the New
Metro Air Class B Common Stock. Such shares shad be issued to members of Class 15 and Class 16
pursuant to ` 4.15 hereof. All certificates evidencing ownership of New Metro Air Class A Common
Stock shall bear a legend indicating whether such certificate was originally issued to a member of
Class 15 or Class 16. The New Metro Air Cass A Common Stock shall be restricted in transfer as set
forth in 1 8.2 hereof.
5.5 New Metro Air Class B Common Stock: The New Metro Air Class B Common Stock shall be
the 5.874,513 shares of Series B common stock of Metro Air authorized pursuant to this Plan, and
shall have )a a par value of $0.01 per share. ib 1 the right to elect directors, pursuant to Article VIII
hereof, and ' c) a right to share in distributions with respect to stock of Metro Air on a pro rata basis
with the New Metro Air Class A Common Stock. except that the New Metro Air Class B Common
Stock will not have any right to share or otherwise participate in any distribution of the Settlement
Payment Right. A total of 5,275.073 shares of the New Metro Air Class B Common Stock shall be
distributed to Class 7 Creditors and Class 8 Creditors as follows: ; a; each Class 8 Creditor shall receive
a portion of such stock that bears the same proportion to 5,275.073 as each such Creditor's Class 8
Claim bears to the sum of all Class 7 and Class 8 Claims; !b) in addition to the shares distributed
pursuant to the preceding clause (a), each Class 8 Creditor shall receive a portion of 77' of the
difference between 5,275.073 shares and the total number of shares distributed pursuant to the
preceding clause is; which bears the same proportion to such difference as each Class 8 Creditor's
Class 8 Claim bears to the sum of all Class 8 Creditors' Class 8 Claims; and (c) each Class 7 Creditor
shall receive a portion of the difference between 5,275,073 and the shares distributed pursuant to the
preceding clauses ia) and )b: which bears the same proportion to such difference as such Class 7
Creditor's Class 7 Claim bears to the sum of all Class 7 Creditors' Class 7 Claims. A total of 599,440
shares of the New Metro Air Class B Common Stock shall be authorized and reserved for issuance to
employees of Metro Air or its subsidiaries pursuant to 1I 7.7 hereof. The New Metro Air Class B
Common Stock shall be restricted in transfer as set forth in 1I 8.2 hereof.
5.6 Call: The Call shall he the instrument issued to the Lead Class 16 Member pursuant to this
Plan, providing the Lead Class 16 Member with the right, but not the obligation, to purchase all, but
not less than all, of the Metro Air Notes pursuant to ` 6.8 of this Plan, subject to the right of the other
Class :6 members to participate in such purchase as provided in' 6.8 hereof.
5.7 Form ofDocuments: Debtor shall file with the Court not less than ten (10) days prior to the
Confirmation Hearing, and serve on the Committee and all other parties requesting special notice
pursuant to Bankruptcy Rules 20021 a), 3017, or 9010ib), a statement of Debtor to which Debtor shall
attach, as an exhibit, a specimen document for each of the securities and instruments to be issued
pursuant to this Plan. The securities and instruments to be filed as exhibits to such statement shall
include the following: (a) the Metro Air Notes, (b) the Metroflight Notes. (c) the BofA Note, (d) the
Metro Air Notes Trust indenture. te) the Metroflight Notes Trust Indenture. (f) the Call and :g) the
Metroflight Stock Pledge Agreement. Such documents, as modified, if at all, by the Court upon
Confirmation, shall be in form and substance the form of securities and instruments issued pursuant
to this Plan. The Committee shall have the right to approve each of the securities and instruments to
be issued pursuant to this Plan. Bank of America. NT & SA shall have the right to approve the form of
14
the BofA Note and the form of the Metroflight Stock Pledge Agreement. Ameritrust Texas, N.A. shall
have the right to approve the form of the Metro Air Notes Trust Indenture and the Metroflight Notes
Trust Indenture.
ARTICLE VI
Debtor Operations
6.1 Plan Committee and Subcommittees: There shall be a Plan Committee established as of the
Effective Date. The Plan Committee shall have the attributes set forth in this 4 6.1.
6.1.1 Plan Committee. The Plan Committee shall be comprised initially of the Metroflight
Subcommittee, the Metro Air Subcommittee and the BofA Subcommittee. The Plan Committee
shall cease to exist when all of the Subcommittees cease to exist in accordance with this 11 6.1.
Upon cessation of the Plan Committee, the rights, powers and authority vested therein shall
terminate.
6.1.2 BofA Subcommittee: The BofA Subcommittee shall be a one -person Subcommittee
selected by the holder of the BofA Note. The BofA Subcommittee shall cease to exist on the date of
payment in full of the BofA Note or assumption of the BofA Note pursuant to Ii 5.1.10 hereof.
Upon termination of BofA Subcommittee, the rights, powers and authority vested therein shall
terminate.
6.1.3 Metroflight Subcommittee: The Metroflight Subcommittee shall be comprised ini-
tially of six members selected as follows: (a) one (1) member chosen by the SAAB Leasing
Companies, (b) one (1) member chosen by the BAI Leasing Companies, (c) one (1) member chosen
by the Air Line Pilots Association, International, (d) one (1) member chosen by Bank of America
NT & SA and (e) two (2) members chosen by all remaining members of Class 9 on the Committee.
In the event the Air Line Pilots Association, International is not a Creditor on the Effective Date,
it shall participate only as a non -voting, ex officio member of the Metroflight Subcommittee for
such period as the Metroflight Subcommittee is otherwise in existence. The Metroflight Subcom-
mittee shall cease to exist on the date of payment in full of the Metroflight Notes or assumption of
the Metroflight Notes pursuant to 1 5.3.9 hereof. Upon termination of the Metroflight Subcom-
mittee, the rights, powers and authority vested therein shall terminate.
6.1.4 Metro Air Subcommittee: The Metro Air Subcommittee shall be comprised initially
of a representative designated by Owens-Illinois, Inc. and two additional members selected by
members of Class 8 on the Committee. The Metro Air Subcommittee shall cease to exist on the
date of payment in full of the Metro Air Notes or any assumption of the Metro Air Notes pursuant
to 1 5.2.7 hereof. Upon termination of the Metro Air Subcommittee, the rights, powers and
authority vested therein shall terminate.
6.1.5 Membership Qualifications and Initial Subcommittee Members: Except as provided
in 1! 6.1.3 hereof as to the Air Line Pilots Association, International, no person or entity may be a
member of a Subcommittee unless such person or entity holds a New Note with principal or
interest outstanding thereon or is a designated representative of a holder of a New Note with
principal or interest outstanding thereon. The initial members of each Subcommittee shall be
selected from among the members of the Committee in the manner provided in 1 6.1.2, 1 6.1.3 and
9 6.1.4 hereof. All such initial members so selected shall be submitted to the Court for approval at
the Confirmation Hearing, and shall become the initial members upon approval by the Court.
6.1.6 Successor Members for Subcommittees: In the event of any vacancy on the BofA
Subcommittee, the successor thereto shall be chosen by the holder of the BofA Note. In the event
of any vacancy on the Metro Air Subcommittee or the Metroflight Subcommittee, the successor
thereto shall be chosen by the remaining members of the Metro Air Subcommittee or the
Metroflight Subcommittee, respectively; provided, however, that until all Series B Metro Air
15
Notes issued to Class 7 Creditors pursuant to 1 4.7 and 1 5.2.8 hereof have been paid in full or
assumed pursuant to 11 5.2.7 hereof, the holders of such Series B Metro Air Notes shall be entitled
to designate the successor, if any; to the representative initially designated by Owens Illinois. Inc.
to the Metro Air Subcommittee pursuant to 1 6.1.4 hereof.
6.1.7 Plan Committee and Subcommittee Voting: During such time as the Plan Committee
shall be comprised of three Subcommittees. Plan Committee approval shall occur upon an affirm-
ative vote by two of the three Subcommittees. During such time as the Plan Committee shall be
comprised of less than three Subcommittees. Plan Committee approval shall occur upon an
affirmative vote by each Subcommittee. If a Subcommittee shall have more than one member,
approval by a Subcammttee shall be deemed to occur upon an affirmative vote by not less than a
majority of the members of such Subcommittee.
6.2 Authority
of the Plan
Committee and the
Subcommittees: The Plan Committee, or a Sub-
committee thereof,
as the case
may be, shall have
the following authority:
6.2.1 Negative Pledge: After the Effective Date, Metroflight shall not mortgage, pledge or
otherwise voluntarily encumber, pursuant to any lien or security interest, any assets held by it on
the Effective Date without an affirmative vote of each Subcommittee. After the Effective Date,
Metro Air shall not mortgage. pledge or otherwise voluntarily encumber, pursuant to any lien or
security interest, any assets held by it or. the Effective Date without an affirmative vote of the
BofA Subcommittee and the Metro Air Subcommittee.
6.2.2 Authorize Priming of Debt: The Metro Air Subcommittee shall be authorized to
subordinate the repayment of all of the Metro Air Notes to debt incurred after the Effective Date
by Metro Air through an affirmative vote of a majority of its members. The Metroflight Subcom-
mittee shall be authorized to subordinate the repayment of the Metroflight Notes to debt incurred
after the Effective Date by Metrofiight through an affirmative vote of a majority of its members.
The BofA Subcommittee shall be authorized to subordinate repayment of the BofA Note to debt
incurred after the Effective Date by Metro Air or Metroflight by the affirmative agreement of its
member.
6.2.3 Authority to Settle AA Litigation: The Metro Air Subcommittee shall be authorized
to settle the AA Litigation, subject to satisfaction of each of the conditions set forth in 1 6.2.3.1
and T 6.2.3.2 hereof.
6.2.3.1 The settlement shall not: at contain any restriction or limitation on the right of
Metroflight to continue to operate as an American Eagle carrier through October 31, 2002,
unless the Metroflight Subcommittee and the BafA Subcommittee shall each consent thereto,
or b i provide for a Disposition of Metroflight, unless LA; American Airlines, Inc. shall assume
all remaining obligations under the Metrofiight Notes and the BofA Note pursuant to 15.1.10
and 1 5.3.9 hereof, tBI each of the Metroflight Notes and the BelA Note are paid in full
substantially contemporaneously with such settlement, or (C? the settlement provides for
modification of each of the Metroflight Notes in a manner approved by the Metroflight
Subcommittee, in accordance with 16.1.7 hereof, and the BofA Note in a manner approved by
the BofA Subcommittee in accordance with 1 6.1.7 hereof.
6.2.3.2 The Lead Class 16 Member Call has been provided the right to exercise the Call
in accordance with the terms thereof relative to such settlement and has not exercised such
right.
6.2.3.3 The Metro Air Subcommittee shall keep the Metro Air Board of Directors
apprised of any settlement negotiations or developments regarding the AA Litigation.
6.2.4 Succeed to Rights of Committee: The Committee shall cease to exist as of the Effec-
tive Date. The Plan Committee shall succeed to all rights of the Committee hereunder from and
16
after the time at which the Committee ceases to exist. Without limitation to the generality of the
foregoing, the Plan Committee shall succeed to the rights of the Committee as a party in any
litigation, including the AA Litigation, upon the date the Committee ceases to exist.
6.2.5 Retain Counsel: Th.e Plan Committee shall be authorized to retain counsel to assist
it in discharging its duties under the Plan. The Plan Committee shall retain Sheinfeld, Maley &
Kay, P.C. as counsel upon its initial formation.
6.2.6 Issue the Call: The Plan Committee shall be authorized to issue the Call pursuant to
11 7.3.8 hereof.
6.2.7 Authorize Distributions: The BofA Subcommittee shall be authorized to cause distri-
butions from the Metro Air Plan Account pursuant to 11 6.6.3.3, hereof.
6.2.8 Waiver of Operating Restrictions: The BofA Subcommittee and the Metroflight Sub-
committee shall be authorized to jointly waive the Operating Restrictions, or any portion of them,
at any time and from time to time.
6.3 Pursuit of Litigation: The Metro Air Board of Directors shall direct and control the AA
Litigation and the Brady Litigation, subject to the right of the Metro Air Subcommittee to settle the
AA Litigation pursuant to 9 6.2.3 hereof.
6.3.1 Litigation Fund: At Closing, Metroffight and Metro Air shall establish the Litigation
Fund and shall each contribute the original amount of two hundred fifty thousand dollars
($250,000). Any additional moneys required to pursue the AA Litigation or the Brady Litigation
shall be funded in the sole discretion of the Metro Air Board of Directors in increments less than
or equal to five hundred thousand dollars ($500,000) from theMetro Air Plan Account pursuant to
16.6.3.1 hereof. Additional moneys shall only be funded upon complete depletion of the Litigation
Fund and prior to any further distribution from the Metro Air Plan Account. Any amount
remaining in the Litigation Fund upon final resolution of the AA Litigation and the Brady
Litigation shall be distributed to the Metro Air Plan Account, unless the AA Litigation and the
Brady Litigation are finally resolved prior to the depletion of the initial $500,000 of the Litigation
Fund, in which event, the balance of the initial funding amounts shall be distributed 50% to
Metroflight and 50% to the Metro Air Plan Account. The Litigation Fund shall be controlled and
disbursed as directed by the Board of Directors of Metro Air and shall be used solely to fund the
continuation of the AA Litigation and the Brady Litigation.
6.3.2 Disbursements and Reports: Fees and expenses relating to the AA Litigation and the
Brady Litigation shall be paid only as such fees and expenses become due and payable in the
ordinary course of business. Metro Air shall deliver a report to each member of the Plan Commit-
tee and its counsel, which shall set forth in reasonable detail (i) the remaining amount in such
fund, (ii) the date, amount, recipient, and purpose of any disbursement therefrom and (iii) any
material developments, decisions and negotiations in the AA Litigation.
6.4 Adjudication of the AA Litigation: In the event the AA Litigation is resolved by a Final
Order, and such resolution was not sought pursuant to a settlement in accordance with 16.2.3 or 9 6.5
hereof, the proceeds obtained pursuant to such Final Order shall be distributed in accordance with,
and to the extent provided in, this 11 6.4.
6.4.1 After depletion of the then remaining balance of the Litigation Fund, the proceeds
resulting from such Final Order shall first be used to: (a) pay all reasonable attorneys' fees, costs
and expenses arising from the AA Litigation, and (b) establish a reasonable reserve for such
reasonable attorneys' fees, costs and expenses arising from the AA Litigation which have been, or
are reasonably anticipated by Debtor to be, incurred and which are not then due and payable.
6.4.2 The proceeds remaining after the use as provided in 11 6.4.1 hereof shall be paid as
follows: (a) first, into the Metro Air Plan Account to be disbursed therefrom in accordance with
the provision of Ii 6.6.3 hereof until each of the Metro Air Notes and the BofA Note have been paid
17
in full, cb ) next, pro rata to the holders of Metroflight Notes until the Metroflight Notes have been
fully paid, and tc) the balance. if any, to Metro Air. Notwithstanding the foregoing, if any of the
Metroflight Notes or the BofA Note are ir. default of payment, or if there shall be a substantial
likelihood that any such promissory note shall not be paid as and when due. then in either such
event, such proceeds shall w i first be used to reduce pro rata the outstanding principal balance of
each of the Metroflight Notes and the BofA Note by an amount equal to fifty percent 150'11 of the
difference between the then outstanding balance of such promissory note and the amount to
which the holder thereof would be entitled to recover upon the liquidation of Metroflight's assets,
(x i next, paid into the Metro Air Plan Account to be dishursed therefrom in accordance with the
provisions of 116.6.3 hereof, until each of the Metro Air Notes and the BofA Ncte have been paid in
full. fy) next, to reduce pro rata the outstanding balance of each of the Metroflight Notes until
each such note has been paid in full, and (z) the balance. S any, to Metro Air.
6.5 Settlement of the A,4 Litigatcn: In the event American Airlines. Inc., Metro Air and
:Metroflight shall reach an agreement of settlement among themselves, pursuant to the direction of
the Metro Air Subcommittee as provided in 16.2.3 hereof, then, subject to the Call as provided in 1 6.8
of this Plan and any modification of the distributions on account of the Metroflight Notes or the BofA
Note pursuant to clause .C1 of 1 6.2.3.1 hereof, all proceeds received by Metro Air and :Metroflight
pursuant to such settlement shall be distributed in accordance with, and to the extent provided in this
1 6.5.
6.5.1 After depletion of the then remaining balance of the Litigation Fund, the proceeds
from such settlement shall first be used to :a; pay all reasonable attorneysfees, costs and
expenses arising from the AA Litigation, and ibi establish a reasonable reserve for such reason-
able attorneys' fees, costs and expenses arising from the AA Litigation which have been, or are
reasonably anticipated by Debtor to be, incurred and which are not then due and payable.
6.5.2 If such settlement does not provide for a Disposition of Metroflight. then all such
proceeds remaining after payment of the amounts provided in 1 G.M. shall be distributed as
provided in 1 6.5.3 hereof. In all other events, such proceeds shall be distributed as provided in
T 6.5.4 hereof
6.5.3 Subject to the conditions of 1 6.5.2 hereof, at the time such settlement becomes
effective, the proceeds resulting from such settlement shall be paid as follows: (a) first, into the
Metro Air Plan Account to be disbursed therefrom in accordance with the provisions of 1 6.6.3
hereof until each of the Metro Air Notes and the BofA Note have been paid in full, and (b) next, to
Metro Air. Debtor shall continue making payments on the BolA Note (to the extent such Note
shall remain unpaid after the payment described in the preceding sentence) and the Metroflight
Notes as provided in 1 5.1 and 1 5.3 hereof, respectively.
6.5.4 Subject to the conditions of 1 6.2.3.1 and 165.2 hereof, at the time such settlement
becomes effective, the proceeds resulting from such settlement shall be paid as follows: (a) first,
pro rats in reduction of the outstanding balance of each of the Metroflight Notes until paid in full,
unless such :Metroflight Notes have been assumed pursuant to the settlement; (b) next, in
reduction of the outstanding balance of the BOLA Note until paid in full, unless such BofA Note
has been assumed pursuant to the settlement; (c) next, to the holders of the shares of New Metro
Air Class A Common Stock until each such holder has received a distribution in the amount of the
Settlement Payment Right with respect to each such share held; id) next, in reduction of the
outstanding balance of each of the Metro Air Notes until paid in full, unless such Metro Air Notes
have been assumed pursuant to the settlement: and (e) the balance, if any, to Metro Air. Any
assumption of the BofA Note and or the Metroflight Notes may be subject to modification of such
notes as approved by the Metroflight Subcommittee and/or the BofA Subcommittee, as
appropriate.
6.6 Liquidation of Metro Air Assets: The assets of Metro Air shall be liquidated in the manner
set forth in this 1 6.6.
i8
6.6.1 Establishment of Metro Air Plan Account: As soon as practicable after the Effective
Date, Metro Air shall establish the Metro Air Plan Account with a depository approved by the
Plan Committee or a federally -insured depository, and shall maintain such account until all
disbursements therefrom to be made pursuant to this Plan have been made. Subject to the
provisions of 16.7 hereof, Metro Air shall deposit into the Metro Air Plan Account (a) the proceeds
of Metro Air assets liquidated pursuant to 1 6.6.2 hereof, (b) proceeds and recoveries from the
Brady Litigation, (c) to the extent provided in 16.4 and 16.5 hereof, proceeds and recoveries from
the claims asserted in the AA Litigation, (d) to the extent permitted by applicable law, all Excess
Cash Flow, after payment of and provision for the amounts payable pursuant to the provisions of
15.1.4,11 5.1.5, 15.3.4 and 15.3.5 of this Plan, and (e) proceeds from any going concern operated
pursuant to 1 6.6.2 hereof. The moneys accumulated for payments as soon as practicable after
Closing pursuant to 1 7.4.1 hereof shall not be deposited into the Metro Air Plan Account.
6.6.2 Initial Liquidation of Metro Air Assets: Following the Effective Date, Metro Air shall
liquidate all of its assets, except (a) the Metroflight Common Stock, (b) the Metro Leasing
Common Stock, (c) such other property reasonably required for Metro Air to discharge its
obligations under the Plan, including office equipment and supplies, and related property, (d) the
AA Litigation, (e) the Brady Litigation and (f) any business entity or concern acquired pursuant
to a judgment or settlement of the Brady Litigation or the AA Litigation or otherwise, without
limiting the effect of 16.2.2 hereof, the operating proceeds from which shall be paid into the Metro
Air Plan Account pursuant to 16.6.1 hereof. Without limitation to the generality of the foregoing,
subject to the exceptions specifically provided for above, Metro Air shall liquidate tangible and
intangible personal property, real property and the promissory note from Aeroflight Holdings,
Inc.
6.6.3 Distributions from the Metro Air Plan Account: Distributions from the Metro Air
Plan Account shall be made in the following order of priority:
6.6.3.1 Metro Air shall first disburse the sum of two hundred fifty thousand dollars
($250,000) to fund the Litigation Fund pursuant to 1 6.3 hereof, and shall make additional
subsequent disbursements to fund the Litigation Fund in accordance with the provisions of
1 6.3 hereof.
6.6.3.2 Metro Air shall next pay or make adequate provision for payment of all Metro
Air Special Expenses.
6.6.3.3 Prior to the Default Date, the Metro Air Board of Directors shall be authorized
to make distributions from the Metro Air Plan Account, which distributions shall first be
made pursuant to 1 6.6.3.4 hereof, and any remainder shall be distributed as provided in
1 6.6.3.5 hereof. From and after the Default Date, the Metro Air Board of Directors and the
BofA Subcommittee each shall be authorized to make or cause distributions from the Metro
Air Plan Account, which distributions shall be made as provided in 11 6.6.3.5 hereof.
6.6.3.4 Amounts authorized for distribution under this 1 6.6.3.4 pursuant to 1 6.6.3.3
hereof shall be distributed as follows: (a) first, to the holders of the Metro Air Notes until such
holders have received the sum of five hundred seventy-four thousand dollars ($574,000)
during the current Distribution Period, which amount shall be paid pro rata first, in reduc-
tion of accrued but unpaid interest, and thereafter in reduction of the principal balance of the
Metro Air Notes, (b) next, the remainder shall be distributed as provided in 16.6.3.5 hereof.
6.6.3.5 Amounts authorized for distribution under this 16.6.3.5 pursuant to 16.6.3.3
hereof shall be made as follows: (a) during the first Distribution Period any amount up to and
including five million dollars ($5,000,000) shall be divided sixty-one percent (61%) in reduc-
tion of the BofA Note, nine percent (9%) in pro rata reduction of the Series A Metro Air Notes
and thirty percent (30%) in pro rata reduction of Series B Metro Air Notes; and, all distribu-
tions in excess of five million dollars ($5,000,000) shall be divided seventy-one percent (71%)
19
in reduction of the BofA Note, and twenty-nine percent (297r F in pro rata reduction of the
Ser'es B Metro Air Notes; ;b i during the second Distribution Period, any amount up to and
including five million dollars (55,000,000) shall be divided fifty-nine percent (59'1 in reduc-
tion of the BofA Note, eleven percent 111%) in pro rata reduction of the Serves A Metro Air
Notes. and thirty percent (30•i'r ) in pro rata reduction of the Series B Metro Air Notes; and, all
distributions in excess of five million dollars ($5,000,000) shall he divided seventy percent
c70%, in reduction of the BofA Note and thirty percent 130%i in pro rata reduction of the
Series B Metro Air Notes; and i c) during the third and subsequent Distribution Periods, any
amount up to and including five million dollars ( $5,000.000; shall be divided fifty-six percent
i56?r i in reduction of the BelA Note. fourteen percent 1147, ) in pro rota reduction of the
Series A Metro Air Notes, and thirty percent 130'r ) in pro rata reduction of the Series B
Metro Air Notes; and, all distributions in excess of five million dollars 1$5.000,000' during
any such Distribution Period shall be divided sixty-seven percent (67%; in reduction of the
BofA Note, three percent 1 3`&) in pro rata reduction of the Series A Metro Air Notes and
thirty percent .30e) :n pro rata reduction of the Serves B Metro Air Notes,
6.6.3.6 Notwithstanding the provisions of 1 6.6.3.4 and ` 6.6.3.5 hereof, after the BofA
Note has been paid in full, or assumed pursuant to 15.1.10 or clause i C ) of T 6.2.3.1 hereof, all
future distributions from the Metro Air Plan Account in excess of the distributions to be
made pursuant to 16,6.3.4 and r 6.6 3.5 shall be made pro rata in reduction of the Metro Air
Notes.
6.6.4 Adjustments of Distributions to Class 8: In the event the aggregate distributions
from the Metro Air Plan Account are less than $2.975.000 at the time liquidation of the assets of
Metro Air is completed, the payments made on account of each of the Series A Metro Air Notes
pursuant to 11 6,6.3.4 hereof shall be credited against all amounts received or to be received
pursuant to 1 6.6.3.5 hereof.
6.7 Method of Liquidation and Preliminary Use of Proceeds: Any liquidation of any Debtor
Entity pursuant to this Plan shall be conducted by Debtor in a manner which preserves to the greatest
extent possible any going -concern value of such Debtor Entity. Debtor shall be authorized but not
obligated to engage the services of and compensate one or more professionals to facilitate such
liquidation, including appraisers, investment bankers, realtors, brokers, attorneys, accountants and
auctioneers. The balance, if any, of such proceeds shall be used as provided in this Plan.
6.8 Call: The Call shall be issued to the Lead Class 16 Member and shall operate as provided in
this 1 6.8.
6.8.1 Prior to Settlement of the AA Litigation Involving a Disposition ofMetroflight: Prior
to any settlement of the AA Litigation that requires or results in a Disposition of Metrofii.ght, the
Lead Class 16 Member shall have the right to purchase all, and only all, of the Metro Air Notes by
payment to the indenture trustee under the Metro Air Notes Trust Indenture of the balance due
under the Metro Air Notes, including accrued and unpaid interest thereon.
6.8.2 Upon Settlement of the AA Litigation Involving a Disposition of Metro/light: In the
event the Metro Air Subcommittee shall decide to direct settlement of the AA Litigation pursuant
to 1 6.2.3 hereof and such settlement shall require or result in a Disposition of Metrofight. then
the Call shall become operable, and the Plan Committee shall make a good faith determination of
the Settlement Amount. Such good faith determination shall thereupon become the amount
which the Lead Class 16 Member shall be required to use for purposes of exercising the Call in
accordance with 16.8.3 hereof. The Plan Committee shall give written notice of the agreement of
settlement, the Settlement Amount and all other specific terms of the settlement to the Lead
Class 16 Member, sent by telecopy or overnight delivery to the Lead Class 16 member at the
telecopy number or address maintained by Metro Air. The Lead Class 16 Member shall have the
right until midnight, Central Standard Time, on the 10th day following the delivery by the Plan
Committee of such notice to the Lead Class 16 Member to purchase all, but only all, of the Metro
20
Air Notes by payment in accordance with 16.8.3 hereof of the lesser of (i) 102% of the Settlement
Amount, or (ii) the balance due on such Metro Air Notes, including interest to the date of such
payment. Metro Air shall maintain the name, current address, city, state, zip code, telephone
number and telecopy number of the Lead Class 16 Member and shall make such information
available to the Plan Committee upon request at any time.
6.8.3 Payment upon Exercise: The Lead Class 16 Member may exercise the Call by tender-
ing to the indenture trustee under the Metro Air Notes Trust Indenture the required amount as
determined in accordance with 1 6.8.1 or 1 6.8.2 hereof, as the case may be.
6.8.4 Disputes Regarding the Settlement Amount: At any time prior to ten (10) days after
the Effective Date, each Class 16 member shall be entitled to request in writing from the Lead
Class 16 Member that he notify such Class 16 member when and if the Plan Committee notifies
the Lead Class 16 Member of the settlement of the AA Litigation. Such notice shall include the
Settlement Amount and shall be sent prior to the expiration of the ten (10) day period within
which the Lead Class 16 Member may exercise the Call with respect thereto. In the event any
Class 16 member, including, without limitation, the Lead Class 16 Member, shall dispute that the
Settlement Amount established by the Plan Committee pursuant to 1 6.8.2 hereof accurately
quantifies the Settlement Amount, such member, within 30 days of receipt of notice of the
Settlement Amount, may move the Court for a determination of the Settlement Amount; pro-
vided, in no event shall the time during which the Lead Class 16 Member is authorized to exercise
the Call in accordance with 1 6.8.2 hereof be staved pending resolution by the Court of the
Settlement Amount.
6.8.5 Distribution by Indenture Trustee: The Metro Air Notes Trust Indenture shall pro-
vide for the payment by the indenture trustee of the Series A Metro Air Notes and Series B Metro
Air Notes from the payments received in the event the Call is exercised.
6.8.6 Notice By the Lead Class 16 Member: Within thirty (30) days of the exercise of the
Call pursuant to 16.8.3 hereof, the Lead Class 16 Member shall give notice of such exercise to each
other Class 16 member or any assignee of its rights, and shall dispatch such notice to the address
of each Class 16 member set forth in the corporate records of Debtor. Debtor shall reimburse the
Lead Class 16 Member for the reasonable costs and expenses incurred by the Lead Class 16
Member in preparing and giving such notice and any notice given by the Lead Class 16 Member
pursuant to 1 6.8.4 hereof. The notice shall set forth (a) an escrow procedure implemented
through a bank, trust or title company to provide for the delivery of payments to the Lead Class 16
Member and for the deliveryof Metro Air Notes to Class 16 members that elect to participate in
the Call pursuant to 16.8.7 hereof, and (b) the amount that each Class 16 member must tender to
participate in the Call pursuant to 1 6.8.7 hereof, assuming all Class 16 members choose to
participate. All notices from the Lead Class 16 Member will be deemed received upon the earlier
to occur of actual receipt (whether by facsimile or otherwise) or upon being mailed in the United
States Mail, certified mail, postage prepaid, return receipt requested, properly addressed as set
forth above.
6.8.7 Participation By Class 16 Members: Each Class 16 member desiring to participate in
the exercise of the Call shall have the right to purchase the face amount of the Metro Air Notes
which bears the same proportion to the face amount of all Metro Air Notes as the number of
shares of New Metro Air Class A Common Stock issued to members of Class 16 held by such
member bears to the sum of all shares of New Metro Air Class A Common Stock issued to
members of Class 16 held by all members of Class 16 desiring to participate in the exercise of the
Call. Each Class 16 member desiring to participate with the Lead Class 16 Member in the exercise
of the Call shall be required to (a) notify the Lead Class 16 Member in writing of its election to
participate within ten (10) days after receipt by such Class 16 member of the notice provided in
1 6.8.6 hereof, and (b) make payment within such ten (10) day period of the amount required as
set forth in the notice by Lead Class 16 Member provided in 1 6.8.6 hereof.
21
6.8.8 Limued Liability of Lead Class 16 Member: The Lead Class 16 Member shall have no
other duties to the members of the Class 16 other than to dispatch the notice set forth in r, 6.8.6
hereof In no event shall the Lead Class I6 Member be liable to any other Class 16 member for any
failure to exercise the Call, or otherwise for failure to take any action or forbear from taking any
action in respect of the Call. The Lead Class 16 Member shall have no liability to any other
Crass 16 member for failing to give any notice prior to the expiration of the ten ( U] 1 day period
within which the Lead Class 16 Member may exercise the Call pursuant to 1 6.8.2 hereof.
6.9 Release of Committee and Professionals; Release of Debtor and Professionals. As of the
Effective Date. Debtor and the Committee shawl automatically be deemed to have released and
discharged any avid all claims, demands and causes of action of every kind and nature, known or
unknown, matured or unmatured. fixed or contingent, at law or in equity, that Debtor and the
Committee may have against each other andor against all legal counsel. accountants, and other
professionals retained by the Debtor and the Committee in the Case; provided, however, that this
release shall be limited to such claims, demands and causes of action arising out of action taken or
foreborne in the Case by the Debtor and the Committee, and their respective professionals.
ARTICLE I'll
Sleans Of Executing The Plan
71 Pre -Closing Actu•ihy: Prior to Closing, Debtor shall E.e with the Secretary of State of
Delaware an amendment to the Articles of Incorporation of each Debtor Entity reflecting the amend-
ments to the Certificate of incorporation set forth in Article VIII hereof.
7.2 Conditions to the Plan: Notwithstanding anything contained herein to the contrary. no
provision of the Plan shall become effective, and the Closing sha:l not occur, until each and every of the
following cond-:ions has been satisfied:
7.2.1 Entry of the Confirmation Order. and
7.2 2 Entry of a Final Order determining that Metroflight is entitled to serve as an Ameri-
can Eagle carrier through a period ending no earlier than October 31, 2002, and determining that
the existing agreements among Debtor and American Airlines, Inc. are in full force and effect and
that the consummation of the transactions provided for under this Plan will not constitute a
failure or default under any such agreements.
7.3 Closing. Closing shall be not less than fifteen 1151 days and not more than twenty 20: days
after the conditions set forth in t 7.2 hereof have been satisfied. At the Closing, the following shall
occur:
7.3.1 Metro Air shall execute and deliver to Ameritrust Texas. NN.A.. as trustee, an origi-
nally -executed Metro Air Notes Trust Indenture, and shall commence distribution of onginally-
executed Metro Air Notes in accordance with ' 7 6 hereof
7.3.2 Metro Air and Metrofiight shall execute and deliver to Ameritrust Texas, h.A. as
trustee, the Metroflight Notes Trust Indenture, and shall commence distribution of originally -
executed Metroflight Notes in accordance with 1 7.6 hereof.
7.3.3 Metroflight and Metro Air shall each execute and deliver to Bank of America NT & SA
the BofA Note and Metro Air shall execute and deliver therewith the Metroflight Stock Pledge
Agreement
7.3.4 Metro Air shall issue 5.2 75,073 shares of New Metro Air Class B Common Stock which
shall be distributed pursuant to 1 4.7 and 1 4.8 hereof. Metro Air shall issue 6.114,290 shares of
New Metro Air Class A Common Stock which shall be distributed pursuant to 14.15 hereof. Metro
22
Air shall commence distribution of the New Metro Air Class A Common Stock and New Metro Air
Class B Common Stock pursuant to 1 7.6 of this Plan. All Metro Air Class A Common Stock and
Metro Air Class B Common Stock shall be cancelled.
7.3.5 The Metroflight Common Stock shall be modified to bear a legend disclosing the
pledges thereof to the holder of the BofA Note pursuant to the Metroflight Stock Pledge Agree-
ment in accordance with 1 5.1.7 hereof and the restrictions set forth in 1 8.2 hereof.
7.3.6 The Metro Leasing Stock shall be modified to bear a legend disclosing the restrictions
set forth in 1 8.2 hereof.
7.3.7 Metroflight shall fund the Litigation Fund with the sum of $250,000 pursuant to
1 6.3.1 of this Plan, and Metro Air shall fund the Litigation Fund with the sum of $250,000
pursuant to 16.3.1 of this Plan.
7.3.8 The indenture trustee of the Metro Air Notes Trust Indenture shall issue the Call to
the Lead Class 16 Member pursuant to 7 6.8 of this Plan.
7.3.9 Metroflight shall enter into aircraft leases with (a) British Aerospace, Inc. or its
affiliates pursuant to the provisions set forth on Schedule 9.3.3.a hereto, and (b) Fairbrook
Leasing, Inc., Lambert Leasing, Inc., or their assigns, pursuant to the provisions set forth on
Schedule 9.3.3.b hereto.
7.4 Post -Closing Activity: Debtor shall comply in all respects with the provisions of this Plan,
including, without limitation, the following:
7.4.1 As soon as practicable after Closing, Debtor shall accumulate in an account main-
tained by Metro Air, other than the Metro Air Plan Account, the moneys from Debtor Entities, as
determined by Metro Air, to be paid as soon as practicable after Closing pursuant to 14.1, 1 4.2,
114.3,94.4,14.6.1,94.6.2,114.6.3,94.6.4,14.7,94.9.1,14.9.2, 94.9.3, 14.10, 14.11, and 14.14 of
this Plan, and disburse therefrom moneys in satisfaction of all such payment obligations.
7.4.2 Following Closing, Debtor shall make timely payments required pursuant to the
obligations cured and reinstated in accordance with § 365 and § 1124 of the Code.
7.4.3 From and after the Effective Date, Metro Air shall make all payments required
pursuant to the Metro Air Notes. Metro Air shall also make all distributions from the Metro Air
Plan Account as directed by the Board of Directors of Metro Air pursuant to the Plan or, to the
extent provided for in this Plan, by BofA.
7.4.4 Commencing with the first full calendar month after the Effective Date and continu-
ing for each subsequent calendar month, Metroflight shall make all payments required pursuant
to the Metroflight Notes.
7.4.5 Commencing with the first full calendar month after the Effective Date and continu-
ing for each subsequent calendar month, Metroflight shall make all payments required pursuant
to the BofA Note.
7.4.6 From and after the Effective Date, Debtor shall operate its businesses in a manner
that does not violate the Operating Restrictions, unless Debtor shall receive a waiver of all or a
portion of the Operating Restrictions, in which event Debtor may so operate its businesses in
accordance with such waiver(s).
7.5 Objections To Claims: Any party -in -interest shall have the right to object to any Claim or
Interest within one -hundred twenty (120) days after the Effective Date.
7.6 Debtors' Distribution of Newly Issued Stock and Promissory Notes: Except as otherwise
provided herein, Debtor shall not disburse any consideration in satisfaction of any Claim or Interest
23
unt:1 the holder of such Claim or Interest has tendered to Debtor the original instrument or certificate
upon which such Claim or Interest is based, or proof of loss satisfactory to Debtor of such instrument
or certificate.
7 6.1 Class 5, Class 7, Class 14. Class 15 and Class 16: Debtor shall deliver the Series B
Metro Air Notes and the New Metro Air Class B Common Stock to the holders of Claims in
Class 7. shall deliver the Series B Metro Air Notes to the holders of Claims in Class 14. and shall
deliver the New Metro Air Class A Common Stock. the Call and the BofA Note to the parties
entitled thereto by placing each such instrument in an envelope addressed to the party entitled
thereto pursuant to this Plan. at the address last known for such party by Debtor, as set forth in
the corporate records of Debtor, the proof of claim or interest filed by such party, or in the absence
thereof, at the address listed by Debtor in its schedules filed with the Court. All such envelopes, as
so addressed, shall he deposited in a receptacle for United States Mail with postage thereon
prepaid. Debtor shall be under no further obligation to locate any such party. BofA shall continue
to hold the Metroflight Common Stock.
7.6.2 Class 8: Debtor shall deliver to the indenture trustee of the Metro Air Notes Trust
Indenture, the New Metro Air Class B Common Stock and the Series A Metro Air Notes to be
distributed to holders of Class 8 Claims. pursuant to 9 4.8 hereof. Such indenture trustee, in tarn,
shall deliver same to the holders of the Class S Claims in accordance with the provisions oil 4.8
hereof; provided that each holder of a Metro Air Bond shall be required to deliver such Metro Air
BondisI to the indenture trustee of the Metro Air Notes Trust Indenture who, in turn. shall
deliver same to Metro Air.
7.6.3 Class 9 and Class 13: Debtor shall deliver the Metrofight Notes to the indenture
trustee of the 94etro`iight Notes Trust Indenture, who, in turn, shall deliver same to the holders
of the Class 9 Claims and Class 13 Claims in accordance with the provisions oft 4.9 and ¶ 4.13
hereof.
7.6.4 Unclaimed In.atruments: All shares of New Metro Air Class A Common Stock and
New Metro Air Class B Common Stock. and any of the Metro Air Notes and the Metroflight Notes
remaining unclaimed shall be held by Debtor or the indenture trustee, as appropriate, for the
benefit of the party entitled thereto under the terms of this Plan.
7.7 Employee Stock: Metro Air shall reserve 599,440 shares of authorized but unissued shares
of New Metro Air Class B Common Stock which may be distributed in the discretion of the Board of
Directors of Metro Air to its employees or employees of its subsidiaries,
7.8 Segregated Prnperties: Debtor shall segregate and place in custody with Metro Air all
money and property which would otherwise be distributed on account of any Claim or Interest, and
shall receive, and thereupon segregate, all interest earned thereon, or dividends, payments or other
property distributed or account of any Claim or Interest if~ with respect to such Claim or Interest:
a) an objection has been timely filed by a party in interest, tb i Debtor plans to object, or t c; Debtor or
the Committee believes such Claim or Interest shall arise pursuant to 1502th! of the Code upon
Debtor's exercise of avoidance powers under the Code. Metro Air shall place moneys held by it, in
respect of any such Claim or Interest, in an interest bearing account; provided, however, no such
money shall be placed in the Metro Air Plan Account. Upon allowance by Final Order of such Claim or
Interest. Metro Air shall distribute to the party entitled thereto by such Final Order the appropriate
portion of money or property segregated in connection therewith, together with any interest earned
thereon, or dividends, payments or other property held by Metro Air on account thereof. Upon
disallowance by Final Order of all or part of such disputed Claim or Interest, or upon determination by
Final Order that no sr Claim or Interest on account thereof shall bursuant to § e distributed to the person or
appropri-
ate part of money or property segregated
entity that would otherwise have received such money or property had such Claim or Interest never
24
been asserted or anticipated. Such distributions shall be made upon the earlier of (a) the next date on
which the party entitled thereto would otherwise receive a distribution under the Plan, or (b) the
resolution of each and all of such Claims and Interests.
ARTICLE VIII
Amendments to the Certificate of
Incorporation of the Debtor Entities
8.1 Generally: The certificate of incorporation and bylaws of each Debtor Entity shall be
amended in accordance with the provisions of this 1 8.1.
8.1.1 Securities: The certificate of incorporation and bylaws of each Debtor Entity shall be
amended to the extent necessary or appropriate to authorize the issuance of the securities issued
by each such Debtor Entity pursuant to this Plan and, more particularly, to authorize (a) Metro
Air to issue up to 6,114,290 shares of New Metro Air Class A Common Stock pursuant to 1 5.4
hereof, and (b) Metro Air to issue up to 5,874,513 shares of New Metro Air Class B Common Stock
pursuant to 1 5.5 hereof.
8.1.2 Board of Directors: The certificate of incorporation and bylaws of Metro Air shall be
amended to the extent necessary or appropriate to provide that the Board of Directors of Metro
Air shall be comprised of nine (9) members and for the nomination and election of members of
such Board of Directors as follows:
8.1.2.1 Nominees for the initial nine (9) member Board of Directors of Metro Air,
including, without limitation, the Place Eight Director and the Place Nine Director, shall be
submitted to the Court at the Confirmation Hearing by the proponents of this Plan, and shall
become the initial members of the Metro Air Board of Directors upon the Effective Date. The
nominee for the position of the Place Eight Director submitted to the Court at the Confirma-
tion Hearing shall be designated by Owens Illinois, Inc., if it is a Creditor on the date of the
Confirmation Hearing. The process of designating the Place Eight Director and the process of
filling any vacancy in such position during the initial term thereof as set forth in this Plan,
reflects an agreement reached among the Class 8 and Class 7 Creditors.
8.1.2.2 At the first and all subsequent regularly scheduled annual stockholders' meet-
ings of Metro Air after the Effective Date, the members of the Board of Directors of Metro Air,
other than the Place Eight Director and the Place Nine Director, or their successors, shall be
elected as follows: (a) four members shall be elected by the record holders of the New Metro
Air Class A Common Stock; and (b) three members shall be elected by the record holders of
the New Metro Air Class B Common Stock. The nominees submitted to such record holders
for election to the Board of Directors of Metro Air shall be nominated as follows: (x) the then
existing members of the Board of Directors of Metro Air designated or elected, as applicable,
by the record holders of the New Metro Air Class A Common Stock shall select the nominees
to be submitted by the management of Metro Air to the record holders of the New Metro Air
Class A Common Stock; and (y) the then existing members of the Board of Directors of Metro
Air designated or elected, as applicable, by the record holders of the New Metro Air Class B
Common Stock shall select the nominees to be submitted by the management of Metro Air to
the record holders of the New Metro Air Class B Common Stock.
8.1.2.3 If a vacancy shall occur in the position on the Board of Directors of Metro Air
held by the Place Eight Director during the initial term thereof expiring on the earlier to
occur of (a) the date of the tenth (10th) consecutive regularly scheduled annual stockholders'
meeting of Metro Air following the Effective Date, or (b) the date of payment in full of the
Series B Metro Air Notes, such vacancy shall be filled as follows: (x) if Owens Illinois, Inc.
then holds a Series B Metro Air Note and has not elected to waive its rights under this clause
(x) of this 1 8.1.2.3, then Owens Illinois, Inc. shall nominate two candidates to fill such
25
vacancy. and the remaining and then existing members of the Board of Directors of Metro Air
elected by the record holders of the New Metro Air Class B Common Stock shall appoint one
of such two candidates to fill such vacancy; arty, if Owens Illinois. Inc. does not then hold a
Series B Metro Air Note or has elected to waive its right to nominate two candidates under
clause ix) of this Ti 8.1.2.3. then the holders of more than half of the dollar amount of the
outstanding Series B Metro Air Notes other than Owens Illinois, Inc. i shall nominate two
candidates to fill such vacancy, and the then existing members of the Board of Directors of
Metro Air elected by the record holders of the New Metro Air Class B Common Stock shall
appoint one of such two candidates to fill such vacancy.
8 : 2.4 Upon the earlier to occur of Ca' the date of the tenth 110th) consecutive regu-
larly scheduled annual stockholders' meeting of Metro Air following the Effective Date, or
'b) the regularly scheduled annual stockholders' meeting next following the date of the
payment in full of the Series B Metro Air Notes, and at all subsequent regularly scheduled
annual stockholder's meetings of Metro Air, the Place Eight Director shall have a term of
office of one year and shall be elected by the record holders of the New Metro Air Class B
Common Stock. The then existing members of the Board of Directors of Metro Air elected by
the record holders of the New Metro Air Class B Common Stock shall select the nominees to
be submitted by the management of Metro Air to the record holders of the New Metro Air
Class B Common Stock.
8.1 2.5 If a vacancy shall occur in the position on the Board of Directors of Metro Air
held by the Place Nine Director during the initial term thereof expiring on the earlier to occur
of:a a the date of the fifth 6 5th) consecutive regularly scheduled annual stockholders' meeting
of Metro Air following the Effective Date, or 1b; the date of payment in full of the Series B
Metro Air Notes. such vacancy shall be filled as follows: the then existing members of the
Board of Directors of Metro Air elected by the record holders of the New Metro Air Class B
Common Stock shall nominate three candidates to till such vacancy, and the then existing
members of the Board of Directors of Metro Air elected by the record holders of the New
Metro Air Class A Common Stock shall appoint one of such three candidates to fill such
vacancy.
8.1.2.6 t:por. the earlier to occur of :al the fifth '5th) consecutive regularly scheduled
annual stockholders meeting of Metro Air following the Effective Date, or Ib) the regularly
scheduled annual stockholders' meeting next following the date of the payment in full of the
Series B Metro Air Notes, and at any subsequent regularly scheduled annual stockholders'
meeting of Metro Air, the Place Nine Director shall have a term of office of one year and shall
be elected by the record holders of the New Metro Air Class A Common Stock. The candidate
submitted by the then existing Board of Directors of Metro Air for such stockholder election
shall be nominated as follows: a; if any Metro Air Notes are then outstanding, the then
existing members of the Board of Directors of Metro Air elected by the record holders of the
New Metro Air Class B Common Stock shall nominate three candidates. from which the
nominee shall be selected by the then existing members of the Board of Directors of Metro Air
elected by the record holders of New Metro Air Clans A Common Stock; or 1 b) if the Metro Air
Notes have then been paid in full, the then existing members of the Board of Directors of
Metro Air elected by the record holders of the New Metro Air Class A Common Stock shall
independently select such nominee.
8.1.2.7 All certificates evidencing ownership of shares of New Metro Air Class A Com-
mon Stock and New Metro Air Class B Common Stock shall bear such legend or legends as
may be necessary or appropriate to comply with applicable corporate law.
8.1.3 Indemnity: Each Debtor Entity's certificate of incorporation shall be amended to the
extent necessary or appropriate to provide that the directors of such Debtor Entity shall not be
liable to such Debtor Entity or its stockholders for monetary damages for breach of fiduciary or
26
other duties as a director, to the maximum extent permitted by applicable state law, and that each
Debtor Entity shall indemnify and hold harmless its officers, directors, employers, attorneys and
agents to the maximum extent permitted by applicable state law.
8.2 Restriction on Stock Transfers: The Certificates of Incorporation of each Debtor Entity
shall be amended to provide substantially that, for a thirty (30) day period after the Effective Date any
attempted sale, transfer, assignment, conveyance, grant, pledge, gift or other disposition of any shares
of capital stock of such Debtor Entity (within the meaning of Section 382 of the Tax Code) shall be void
ab initio insofar as it purports to transfer ownership or rights in respect of such stock to the purported
transferee, and, thereafter, until the third anniversary of the Effective Date, (i) any attempted sale,
transfer, assignment, conveyance, grant, pledge, gift or other disposition of any share or shares of
capital stock of such Debtor Entity (within the meaning of Section 382 of the Tax Code), or any option
or right to purchase such stock, as defined in the Treasury Regulations under Section 382 of the Tax
Code, to or in favor of any person or entity (or group of persons or entities acting in concert) who either
(a) directly or indirectly owns or would be treated as owning, or whose shares are or would be
attributed to any person or entity who directly or indirectly owns or would be treated as owning, in
either case prior to the purported transfer and after giving effect to the applicable attribution rules of
the Tax Code and applicable Treasury Regulations, five percent (5%) or more of (a) the percentage of,
or the value, of any outstanding capital stock of such Debtor Entity (within the meaning of Section 382
of the Tax Code) or, (b) who is now or would be as a result of the purported transfer be treated as a five
percent (5%) shareholder (within the meaning of Section 382 of the Tax Code), regardless of the
percent or the value of the stock owned, shall be void ab initio insofar as it purports to transfer
ownership or rights in respect of such stock to the purported transferee, and (ii) any attempted sale,
transfer, assignment, conveyance, grant, gift, pledge or other disposition of any share or shares of
capital stock of such Debtor Entity (within the meaning of Section 382 of the Tax Code), or any option
or right to purchase such stock, as defined in the Treasury Regulations under Section 382 of the Tax
Code, to any person or entity (or group of persons or entities acting in concert) not described in clause
(i) who directly or indirectly would own, or whose shares would be attributed to any person or entity
who directly or indirectly would own, or whose shares would be attributed to any person or entity who
directly or indirectly would be treated as owning, in either case as a result of the purported transfer
and after giving effect to the applicable attribution rules of the Tax Code and applicable Treasury
Regulations, five percent (5%) or more of the value of any of outstanding capital stock of such Debtor
Entity (within the meaning of Section 382 of the Tax Code), shall, as to the number of shares
representing five percent (5%) or more of such value, be void ab initio insofar as it purports to transfer
of ownership or rights in respect of such stock to the purported transferee, and (iii) any attempted
sale, transfer, assignment, conveyance, grant, pledge, gift or other disposition of any share or shares of
capital stock of such Debtor Entity (within the meaning of Section 382 of the Tax Code), or any option
or right to purchase such stock, as defined in the Treasury Regulations under Section 382 of the Tax
Code, by any person or entity (or group of persons or entities acting in concert) who either (a) directly
or indirectly owns or would be treated as owning, or whose shares are or would be attributed to any
person or entity who directly or indirectly owns or would be treated as owning, in either case prior to
the purported transfer and after giving effect to the applicable attribution rules of the Tax Code and
applicable Treasury Regulations, five percent (5%) or more of (i) the percentage of, or (ii) the value, of
any outstanding capital stock of such Debtor Entity (within the meaning of Section 382 of the Tax
Code) or, (b) who otherwise prior to the purported transfer would be treated as a five percent (5%)
shareholder (within the meaning of Section 382 of the Tax Code), regardless of the percent or the
value of the stock owned, shall be void ab initio insofar as it purports to transfer ownership or rights in
respect of such stock to the purported transferee; provided, however, that neither clause (i), (ii) nor
(iii) shall prevent a valid transfer if the transferor obtains the written approval of the Board of
Directors of the Debtor Entity and provides the Debtor Entity with an opinion of counsel satisfactory
to the Debtor Entity that the transfer shall not result in the application of any tax law limitation on
the use of the Debtor Entity's losses or other tax attributes. Notwithstanding the foregoing, the Metro
Leasing Common Stock and Metroflight Common Stock may be sold or otherwise disposed of, as
27
otherwise provided in this Plan, without further approval of the Board of Directors of Metro Air. No
employee or agent of the Debtor Ent ty shall be permitted to record any attempted or purported
transfer made in violation of the subject article and no intended transferee or optionee of shares of
Common Stock of any Debtor Entity in any such attempted or purported transfer shall be recognized
as a shareholder of the Debtor Entity or hold any rights in respect of such stock for any purpose
whatever
In the event consideration is paid or delivered by an intended transferee in a transaction which is
void pursuant to the foregoing, such intended transferee shall be entitled solely to restitution from the
purported transferor. In such event, the applicable Debtor Entity, as a third party beneficiary of the
restriction imposedmay initiate action to effect such restitution and to enforce nullification of the
attempted transfer, including, without limitation, an action :o cause a sale of the stock in issue in an
eligible transaction as agent for the purported transferor. Each Debtor Entity shall be entitled to
damages. including reasonable attorneys' fees and costs, from the purported transferor or intended
transferee or both. on account of any purported transfer in contravention of the provisions described
above. Moreover, all certificates evidencing ownership of shares of Common Stock of each Debtor
Entity shall bear such legends as may be necessary or appropriate to comply with applicable law.
ARTICLE IX
Executory Contracts and l:oexpired Leases
9.1 Rejection of Executory Contracts and Unexpired Leases: Other than the executory con-
tracts or unexpired leases with the Leasing Companies, any executory contract or unexpired lease to
be assumed by Debtor pursuant to this Plan shall he assumed only by the Debtor Entity or Debtor
Entities that are presently parties to such executory contract or unexpired lease, and the obligations
assumed in connection therewith shall not become the obligations of any other Debtor Entity by
reason of such assumption. Except as provided in 1 9.3 of this Plan, and unless Debtor, or any Debtor
Entity, shall file an application to assume an executory contract or unexpired lease prior to Confirma-
tion or it has been assumed during the Case, each executory contract or unexpired lease of Debtor
shall be rejected as of the Effective Date. but only to the extent such executory contract may be
rejected pursuant to § 365 of the Code. Collective bargaining agreements and retirement plans may be
rejected only pursuant to § 1113 and § 1114, respectively, of the Code. Accordingly. any such agree-
ments or plans are not affected by the Plan.
9.2 Rejection Damages: Claims arising by reason of rejection of executory contracts and
unexpired leases shall be filed in accordance with 1 2.5.2 hereof.
9.3 Assumption of Executory Contracts and Unexpired Leases: The following executory con-
tracts and unexpired eases shat be assumed at Confirmation as of the Effective Date:
9.3.1 All executory contracts and unexpired leases listed on Schedule 9.3.1 to this Plan.
9.3,2 Any additional executory contract or unexpired lease; provided notice of such assump-
tion has been filed with the Court not later than ten (10) days prior to the Confirmation Hearng.
9.3.3 Metroflight shall assume leases covering the use of certain aircraft from la) British
Aerospace, Inc. or its affiliates pursuant to the provisions set forth on Schedule 9.3.3.a hereto. and
f b i Fairbrook Leasing, Inc., Lambert Leasing, Inc., or their assigns, pursuant to the provisions set
forth on Schedule 9.3 3.b hereto.
ARTICLE X
Discharge: Binding Effect: Post -Confirmation Authority
10 1 Date of Discharge: Debtor shall be discharged and released of all Claims dischargeable
under the Code as of the Effective Date
10.2 Binding Nature; Automatic Stay: This Plan is binding in accordance with § 1141 of the
Code. The automatic stay provided by § 362 of the Code will terminate at such time as the stay
provided by § 524(a) of the Code becomes effective. Notwithstanding the foregoing, all persons who
have held, or hold any Claims against Debtor or are a party to an executory contract or unexpired lease
assumed pursuant to 19.3 hereof, shall be permanently enjoined from and after the termination of the
stay provided by § 362 of the Code from the following:
10.2.1 Taking any act or failing to take any act which would be stayed pursuant to § 362 of
the Code, but for the operation of § 362(c)(2)(C), on account of a Claim arising, prior to com-
mencement of the case;
10.2.2 Exercising any right which could be exercised in respect of any such executory
contract or unexpired lease, except to the extent Debtor fails to provide the treatment on account
of such Claim or executory contract or unexpired lease as provided herein, or Debtor waives the
benefits of such permanent injunction with respect to any such Claim, executory contract or
unexpired lease.
10.3 Debtors' Post -Confirmation Authority: After Confirmation, Debtor shall have full author-
ity and right to operate and conduct its businesses without any limitation applicable to a debtor -in -
possession, subject only to the provisions of this Plan. Without limitation to the generality of the
foregoing, Debtor, the Committee and the Plan Committee may engage attorneys, accountants and
other professional persons, within the meaning of § 327(a) of the Code, without approval by the Court.
Debtor may pay all Professional Fee Claims, and other professional fees and expenses, including those
of counsel for the Committee and the Plan Committee and may compensate all such persons for
services rendered and expenses incurred both prior and subsequent to Closing without an order of the
Court pursuant to § 330 of the Code. Debtor shall pay fees to the indenture trustee under the Metro
Air Notes Trust Indenture or the Metroflight Notes Trust Indenture as such fees become due and
payable in the ordinary course of its business.
10.4 Trading Injunction Regarding Metro Air Bonds: Each holder of a Class 8 Claim shall be
enjoined from the date of Confirmation through the Effective Date from selling, transferring, as-
signing, conveying, granting, pledging, giving, or otherwise disposing of all or any interest in such
Class 8 Claim, including through transfer, sale or assignment of one or more of the Metro Air Bonds.
ARTICLE XI
Retention of Jurisdiction
11.1 Retention of Jurisdiction: The Court shall retain jurisdiction over this Case after Confir-
mation for the following purposes:
11.1.1 To hear and determine objections to Claims;
11.1.2 To hear and determine causes of action by or against Debtor arising prior to the
commencement of or during the pendency of this Case over which the Court would have jurisdic-
tion absent this Plan;
11.1.3
To
hear
and
determine
any
dispute arising under this
Plan;
11.1.4
To
hear
and
determine
any
disputes arising in the AA
Litigation;
11.1.5 To grant extensions of any deadline set herein, other than the dates for filing proofs
of Claims and interests as provided in 1 2.5 hereof;
11.1.6
To
enforce
all discharge
provisions under the Plan;
11.1.7
To
require
such reports
from Debtor as may be appropriate;
11.1.8 To hear and determine any dispute concerning appointment, replacement or dismis-
sal of any Plan Committee member or any member of any Subcommittee thereof;
29
11.1.9 To resolve any disputes relating W the terms of any security issued pursuant to the
Plan;
11.1.10 To resolve any disputes regarding the Call. including the Settlement Amount, as
provided in • 68 hereof: and
11.1 11 To resolve whether there is a substantial likelihood of non-payment for purposes of
e±tahlishing certain. rights pursuant W 4 6.4.2 hereof.
11.2 Further Orders: At any time and from time to time, the Court may make such orders or
give such direction as may be appropriate under § 1142 of the Code.
ARTICLE XII
Modification of the Plan
12.1 Pre -Confirmation Amendment: Debtor may modify the Plan at any time before Confirma-
tion :n accordance with the provisions of § 1127 al of the Code and Bankruptcy Rule 3019, so long as
the Plan, as modified, satisfies the requirements of 9 1122 and § 1123 of the Code and the Committee
consents to such modification.
12.2 Post -Confirmation Amendment • Debtor may modify the Plan after Confirmation and
before substantial consummationconsistent with $ 1127tb1 of the Code, provided the Committee
consents to such modification. In addition to the foregoing, Debtor may modify the plan after Confir-
mation after giving notice to the Plan Committee and all parties entitled to such notice pursuant to
Bankruptcy Rule 2002.att6t, provided no party to the Plan is materially or adversely affected, and
provided, further, that the Plan Committee consents to such modification.
12.3 Acceptances of Plan Modification: All holders of Claims or Interests that have accepted or
rejected the Plan are deemed to have accepted or rejected the Plan as modified. unless, within the time
fixed by the Court, such holder changes its previous acceptance or rejection.
12.4 Effect of Modification Every modification of the Plan will supersede all previous versions
of the Plan. when such modification is effective, whether upon Confirmation or by Final Order, in
accordance with the Plan.
ARTICLE X1II
Miscellaneous Provisions
13.1 Headings: The headings of the articles. sections and subsections of the P;an are inserted
for convenience only and shall not affect the interpretation thereof.
13.2 Construction: The rules of construction used in § 102 of the Code shall apply to the
construction of the Plan. The occurrence or omission of any action prior W Closing shall be deemed to
meat. prior to the commencement of Closing. The occurrence or omission of any action after Closing
shrill be deemed to mean- after the conclusion of Closing.
13.3 Computation of Time: All time periods computed pursuant to the Plan shall be deter-
mined in accordance with Bankruptcy Rule 9006.
13.4 Further Assurances: Each person or entity actually or potentially receiving or providing
any payment or other benefit under the Plan shall execute such documents and shall take such other
actions (or omit to take actions) as may be necessary or reasonably appropriate in order to effectuate
the Plan.
Respectfully submitted,
METRO AIRLINES, INC.
Date: July 31, 1992 By:
Its Senior Vice President
METROFLIGHT, INC
Date: July 31, 1992
Date: July 31, 1992
D. M. Lynn
Sander L. Esserman
Joseph P. Urso
STUTZMAN & BROMBERG
A Professional Corporation
Suite 2200
2323 Bryan Street
Dallas, Texas 75201
(214) 969-4900
(214) 969-4999 (facsimile)
ATTORNEYS FOR DEBTORS
Date: July 31, 1992
Barbara J. Houser
Craig J. Litherland
David L. Ellerbe
SHEINFELD, MALEY & KAY, P.C.
1700 Pacific Avenue, Suite 4400
Dallas, Texas 75201-4618
(214) 953-0700
(214) 953.1189 (facsimile)
ATTORNEYS FOR THE
OFFICIAL UNSECURED
CREDITORS' COMMITTEE
By:
Its Senior Vice President
METRO LEASING, INC
By: / 1Y&
Its Senior Vice President
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF METRO AIRLINES, INC.
and METROFLIGHT, INC./
By: _ W -
James W. Sig
Authorized Representative
31
Schedule 1.57
CAPITAL EXPENDITURES
iin thousands)
Fiscal Year Ending April 30:
. .... &3,060
.................
1993 ..... ......
4.7 i0
1994 .... .. .. .................
2.550
1991 ................
2,550
1996
2.575
1997 ................... .. ..
2.685
1998 ........... ........ ..
1999 ... .......... .. .......
2,730
2000 .. ............. ...........
2, 750
2001 .... ... ......................
2.750
2002 ...................
....
.....
2,750
2003
Schedule 9.3.1
Executory Contracts To Be Assumed
Effective
Nasa of Party Nature of Contract Date
contracts with Metro Air:
American Airlines, Inc.
and Metroflight, Inc.
Aeroflight Holdings, Inc
Aeroflight Holdings, Inc
Aeroflight Holdings, Inc
Metroflight Agreement for
Yield Management, First
Right of Refusal, Fourth
Amendment to Service
Agreement and First
Amendment to Incentive
Agreement
Agreement for the purchase
of stock of Aviation
Associates, Inc.
January 1, 1987
February 12, 1991
Pledge Agreement covering February 12, 1991
stock of Aviation Associates,
Inc.
Promissory Note in the
amount of $2,500,000
Contracts with Metroflight:
Fayetteville Municipal Airport Lease
Airport
Gregg County Municipal Airport Lease
Airport
Lawton Municipal Airport Airport Lease
Lafayette Regional Airport Airport Lease
Springfield Regional Airport Airport Lease
Tyler Pounds Field Airport Lease
Dowty Prcpaller Letter of Loaned propellers
Agreement
February 12, 1991
April 7, 1987
April 21, 1987
January 21, 1986
February 1, 1989
January 1, 1987
June 1, 1987
April 25, 1991
Transportation Workers Union Contract Fleet Service November 19, 1990
Union of America Workers
Holiday Inn -Amarillo, Texas Crew and passenger December 1, 1991
accommodations
Schedule 9.3.1
Executory Contracts To Be Aaaumed
Ns=e of Pw
Nature cf Contract
American
Airlines
Flight simulator
Amer -can
Airlines
Ground handling
agreement
Little Rock, AR
American
Airlines
Ground handling
agreement
Shreveport, LA
American
Airlines
Grcund handling
agreement
Midland, TX
American
Airlines
Ground handling
agreement
Lubbock, TX
American
Airlines
Ground handling
agreement
agreement - Amarillo, TX
Wackenhut
Corporat-on -
Security
Shreveport, LA
Ce:ta Airlines Little Rack
ABACI: S
C a.aA
GETS
:.'FIN:
SABRE
SYS IMNE
WORLDS PAN
TELEX
Delta Air Lines
Cr.:ted Air Lines
0715•
Security
Computer reservation
system
Computer reservation
system
Computer reservation
system
Computer reservation
system
Computer reservation
system
Computer reservation
system
Computer reservation
AA data printer
Bilateral traffic
agreement
Bilateral traffic
agreement
Effective
❑ate
January 31, 199:
July 15, 1990
July 20, 1990
November 1, 199C
November 15, 1990
December 1, 1990
March 31, 1991
July 15, 1990
December 5, 1990
April 1, 1984
August 16, 199C
October 9, 1990
July 2, 1990
November 11, 1991
February 1, 1991
April 19, 1989
January 28, 1985
February 27, 1969
Schedule 1
Executory Contracts To Be Assumed
Effective
Nature of Contract Date
Trans world Airlines
Bilateral traffic
August 31, 1987
agreement
Air Transport Association
Multi -lateral freight
March 27, 1969
agreement
Air Transport Association
Multi -lateral freight
March 27, 1969
agreement
Airlines Clearing House,
Accounts Membership
February 27, 1984
Agreement for Settlement
of Interline
U.S. Postal Service
Mail carriage
February 9, 1991
GTE
Telephone equipment -
November 30, 199C
Dallas/Fort Worth Airport
TU Electric
Contract for electricity
October 26, 1987
service corp. - DFW
headquarters
Abilene Aero
Into plane Fueling agreement
November is, 1988
Crest Air
Into plane Fueling agreement
July 1, 1989
Hughes Aviation
Into plane Fueling agreement
December 1, 1990
Van Dusen
Into plane Fueling agreement
May 15, 1990
Allied
Into plane Fueling agreement
January 7, 1983
Aerotech
Into plane Fueling agreement
February 24, 1991
Tac/Air
Into plane Fueling agreement
October 23, 1990
Aviation Scene
Into plane Fueling agreement
March 28, 1991
Paul Fournet Air Service
Into plane Fueling agreement
July 1, 1989
Transit Aviation
Into plane Fueling agreement
December 1, 1988
Aero Center
Into plane Fueling agreement
August 17, 1989
Ranger Aviation
Into plane Fueling agreement
September 1, 1989
Jet -Away
Into plane Fueling agreement
September 1, 1989
0715e
3
Schedule 9.3.1
Executory Contracts To Be Assumed
Effective
Nam. of Party Nature of Contract Dace
Lubbock Asro
into plane Fueling agreement
September 24, 199C
Air Center
into plane Fueling agreement
Ju.y 1990
Omega
Into plane Fueling agreement
November 11, 1390
Rich -Air
Into plane Fueling agreement
September 13, 1990
Executive Aviation
Into plane Fueling agreement
April 1990
Fleeman Aviation
Into plane Fueling agreement
April 29, 199C
Delta Airlines
Into plane Fueling agreement
September 198'
American Airlines,
:nc.
Air Cargo Service Addendum
November 1, 1991
American Airlines,
Inc.
Service Agreement
October 16, 1984
American Airlines,
:nc.
Amendment No. 1 to Service
October 18, 1984
Agreement (joint fares)
American Airlines,
Inc.
Amendment No. 2 to Service
December 4, 1984
Agreement (air freight)
American Airlines,
Inc.
Incentive Agreement
October 12, 1984
American Airlines,
Inc.
Amendment No. 3 to Service
October 7, 1986
Agreement (promotional
programs)
American Airlines,
Inc.
Agreement for New
July 27, 1987
and Metro Airlines,
Irc.
Metroflight Service
Agreement
American Airlines,
In.
AAdvantags Program
October 24, 1984
Participation Agreement
American Airlines,
Inc.
Letter Agreement re:
July 27, 1987
and Metro Airlines,
Inc.
Settlement of Claims and
Future Claims
American Airlines,
Inc.
Metroflight Agreement
January 1, 1987
and Metro Airlines,
Inc.
for Yield Management, First
Right of Refusal, Fourth
Amendment to Service
Agreement and First
Amendment to Incentive
Agreement
0715.
4
Executory Contract■ To Be Assumed
Name of Party Nature of Contract
American Airlines, Inc
Hartford Insurance Company
Safeco Insurance Company
Mutual Assurance
Phaneuf Associates
CompuChem Laboratories
EMS! Collections
JSA Collections
Aer Lingua
Supplemental Agreement to
Agreement to Apollo Services
Airlines Participation
Agreement (marketing
relationship)
Long term disability
insurance
Life insurance and health
insurance cap
Third party administrators
for group medical insurance
FAA Anti -drug services
FAA Anti -drug services
Specimen collections
Specimen collections
Non -Revenue Travel
Agreement
Effective
Dat•
November 6, 1984
September 1975
January 1987
January 1987
March 1989
October 1989
January 1990
September 1989
October 1986
Aerolines Argentinas Non -Revenue Travel
Agreement September 1982
Air Canada Non -Revenue Travel Agreement April 1990
Air
BC
Non -Revenue
Travel
Agreement
April 1990
Air
Midwest
Non -Revenue
Travel
Agreement
September 1982
Air
Ontario
Non -Revenue
Travel
Agreement
July 1987
Air Wisconsin Non -Revenue Travel Agreement May 1980
Alaska Airlines Non -Revenue Travel Agreement January 1980
Aloha Airlines
Non -Revenue
Travel
Agreement
August 1980
American Airlines
Non -Revenue
Travel
Agreement
April 1975
Atlantic Southeast Airlines
Non -Revenue
Travel
Agreement
September 1982
Alitalia
Non -Revenue
Travel
Agreement
March 1989
0715•
5
Schedu:e 9.3.1
Executory Contracts To Be Assumed
Effective
KAW of Party Nature cf Contract Date
Aloha Island Air Ncn-Revenue Travel Agreement March 1987
ERA Aviation Non -Revenue Travel Agreement November 1983
A¢er:can .Trans Air Non -Revenue Travel Agreement October 1987
British Airways
Non -Revenue
Travel
Agreement
January 1985
Britt Airways
Non -Revenue
Travel
Agreement
July 1987
Business Express
Non -Revenue
Travel
Agreement
February 1987
Chautauqua Airlines
Non -Revenue
Travel
Agreement
April 1986
Ccntinental Airlines Non -Revenue Travel Agreement August 1973
Comae:
Non -Revenue
Travel
Agreement
January 1983
Delta Airlines
Ncn-Revenue
Travel
Agreement
July 1973
Federal Express
Ncn-Revenue
Travel
Agreement
May 1961
CHL Airways
Non -Revenue
Travel
Agreement
December 1986
Executive Express Non -Revenue Travel Agreement January 1988
Harbor Airlines Nor. -Revenue Travel Agreement January 1983
Horizon Airlines Non -Revenue Travel Agreement July 1982
Iberia Airline■ Non -Revenue Travel Agreement September 1982
Japan Airlines Non- Revenue Travel Agreement July 1989
Jetstream International Non -Revenue Trawl Agreement November 1988
IC.m
Non -Revenue
Travel
Agreement
July 1990
Las Vegas Airlines
Ncn-Revenue
Travel
Agreement
April 1990
Markair
Ncn-Revenue
Travel
Agreement
July 1966
Martinair Holland
Non -Revenue
Travel
Agreement
November 1986
Mesa Nor. -Revenue Travel Agreement June 1988
Mesaba Airlines Non -Revenue Travel Agreement February 1986
Midwest Express Non -Revenue Travel Agreement December 1985
Q"5a
3
Se
Schedule 9.3.1
Executory Contracts To Be Assumed
Effective
Nature of Contract Date
NW Territorial Airlines
Non -Revenue
Travel
Agreement
July 1987
Phoenix/Express Airlines I
Non -Revenue
Travel
Agreement
August 1986
Panorama Air
Non -Revenue
Travel
Agreement
January 1984
Pennsylvania Airlines
Non -Revenue
Travel
Agreement
October 1987
Phillipine Airlines
Non -Revenue
Travel
Agreement
September 1982
Reeve Aleutian
Non -Revenue
Travel
Agreement
June 1989
Rocky Mountain
Northeast Express
Ryan Air Service
Scenic Airlines
Sky West
Southcentral Air
Crown Airways
Skyway
Southwest Airlines
Southern Air Transport
Thai
TWA
United Airlines
US Air
Southern Jersey Airways
Trans Jamaican
TCNA
Valley Airlines
West Air
0715.
Non -Revenue
Travel
Agreement
April 1982
Non -Revenue
Travel
Agreement
February 1990
Non -Revenue
Travel
Agreement
August 1987
Non -Revenue
Travel
Agreement
November 1983
Non -Revenue
Travel
Agreement
January 1987
Non -Revenue
Travel
Agreement
July 1987
Non -Revenue
Travel
Agreement
July 1988
Non -Revenue
Travel
Agreement
January 1990
Non -Revenue
Travel
Agreement
March 1985
Non -Revenue
Travel
Agreement
November 1983
Non -Revenue
Travel
Agreement
January 1981
Non -Revenue
Travel
Agreement
February 1987
Non -Revenue
Travel
Agreement
March 1980
Non -Revenue
Travel
Agreement
February 1980
Non -Revenue
Travel
Agreement
October 1987
Non -Revenue
Travel
Agreement
January 1981
Non -Revenue
Travel
Agreement
May 1980
Non -Revenue
Travel
Agreement
May 1989
Non -Revenue
Travel
Agreement
August 1985
7
Schedule 9.3.1
Executcry Contracts To Be Assumed
Effective
Name of Pansy Nature of Contract Date
World Airways Non•Revenue Travel Agreement March 1986
Emergency Care Center
Drug Testing
October 1967
Irving, Texas
Mediquick Clinic
Crag Testing
January 1990
Nederland, Texas
Mid•Jeffeson County
Drug Testing
April 1991
Hospital Beaumont, Texas
St. Edwards Medical
Drug Testing
Cctober 1990
Hospital Port Smith,
Arkansas
Minor Emergency Clinic
Drag Testing
May 1969
Abilene, Texas
Humana Hospital
Drug Testing
May 1990
Abilene, Texas
Hilcrest Baptist Medical
Drug Testing
April 1991
Center Waco, Texas
ASAP Medical Clinic
Drug Testing
March 1990
Waco, Texas
Taylor Medical Centers
Drug Testing
March 1989
Tyler/Longview, Texas
Good Shepherd Medical
Drug Testing
March 1991
Hospital Longview, Texas
Msdiquick Walk•In Clinic
Drug Testing
March 1991
Fayetteville, Arkansas
Cox Medical Hospital
Drug Testing
March 1991
Springfield, Missouri
Medical Arts Group
Drug Testing
March 1991
Lake Charles, Lousiana
Lousiana Reference
Drug Testing
March 1991
Laboratories
Alexandra, Lousiana
AM/PM Clinic
Drug Testing
March 1991
College Station, Texas
3715•
Schedule 9.3.1
Executory Contracts To Be Assumed
Effective
Name of Party Nature of Contract Date
Metroplex Clinic Drug Testing March 1991
Killeen, Texas
Collum & Carney Clinic Drug Testing March 1991
Texarkana, Texas
Wadley Hospital Drug Testing March 1991
Texarkana, Texas
The Wichita Clinic Drug Testing March 1991
Wichita Falls, Texas
Shannon Medical Center Drug Testing March 1991
San Angelo, Texas
The Walk -In Clinic Drug Testing March 1991
Lafayette, Lousiana
Conmanche County Hospital Drug Testing
Dallas/Fort Worth Regional DFW Airport Use
Airport Board
Agreement
Dallas/Forth Worth
Regional
Initial Amendment to DFW
February 27, 1986
Airport Board
to Agreement
Dallas/Forth Worth
Regional
Capital Improvement Trust
February 27, 1986
Airport Board
Account Agreement
Dallas/Forth Worth
Regional
First Supplemental Special
February 27, 1986
Airport Board
Facility Fueling System
Lease Agreement
Dallas/Forth Worth
Regional
Ground lease - DFW
July 28, 1986
Airport Board
corporate offices
and hanger
Dallas/Forth Worth
Regional
Supplemental
February 19, 1981
Airport Board
Agreement to Ground
Lease
City of Abilene
Special Facilities Lease
October 1, 1982
Agreement - maintenance
hangar at Abilene Municipal
Airport
January 1990
February 27, 1986
0715•
9
Schedu:e 9,3.1
Executory Contracts To Be Assumed
Effective
Name of Party Nature cf Contract Date
City of Abilene Ground lease • Abilene December 1', 198:
Municipal Airport hangar
land
0715.
10
Schedule 9.3.3.a
This outline sets forth the principal terms of a restructuring of
the obligations of Metro Airlines, Inc. ("Metro Airlines"),
Metroflight, Inc. ("Metroflight") and Metro Leasing, Inc. ("Metro
Leasing") (Metro Airlines, Metroflight and Metro Leasing are
collectively referred to as the "Debtors") to British Aerospace,
Inc. ("BAI"), British Aerospace PLC ("BAPLC") and Jet Acceptance
Corporation ("JACO") (The obligations are referred to herein
collectively as the 'Debt"). It is understood and agreed by the
Debtors that BAPLC, BAI and JACO are agreeing in principle to the
terms set forth in this Term Sheet in reliance upon each and all
of the Debtors' agreements in principle set forth herein. In
particular, BAPLC, BAI and JACO are proceeding with discussions
with Jetstream Leasing Company, Mr. Seaborn and Mr. Henderson with
respect to the disposition of the Nine Aircraft (as defined below)
in reliance upon the Debtors' agreement in principle to enter into
new leases for, or to amend and assume the Lease (as defined
below) for, all nine of the Nine Aircraft and to utilize the Nine
Aircraft in the Debtors' fleet after confirmation of the plan.
Term Sheet for
the Restructuring of the Obligations
Owed to BAPLC, BAI and JACO
Obligations: MF - Lease of nine Jetstream 31 aircraft,
including without limitation the engines and
propellers (the "Nine Aircraft") pursuant to
an aircraft lease between the United States
Trust Company of New York, as Owner Trustee
and the owner of the Aircraft ("Owner
Trustee"), and Metro Express II, Inc., as
transferred and assigned by Metro Express II,
Inc. to Chaparral Airlines, Inc. (MF is the
successor by merger of Chaparral Airlines,
Inc.) (the "Lease"). The Lease has been
collaterally assigned by the Owner Trustee to
JACO.
ML - Various aircraft sublease agreements (the
"Aircraft Sublease Aareeslents") for the lease
of five BAe Jetstream 3101 Aircraft, including
without limitation the engines and propellers
(the "Five Aircraft").
MF - Promissory Note dated August 31, 1990
executed by Chaparral Airlines, Inc. in favor
of JACO in the original principal amount of
$1,176,705.78 (the "Metroflicht Note")
($1,176,705.78 plus postpetition interest at
I1•rb/08513/07oo2/don tendhestc
Md Jul 15 17.14:20 1992
the rate provided in the plan of
reorganization for Class 9 claims and
roasonablo fees and costs).
MF - Promissory Note dated March 14, 1985,
executed by Metro Express 1I, Inc. in favor of
JACO in the original principal amount of
S3,500,000.00, as assigned and transferred by
Metro Express II, Inc. to Chaparral Airlines,
Inc. pursuant to that certain Assignment and
Assumption Agreement dated July 3, 1990 by and
between Metro Express II, Inc. and Chaparral
Airlines, Inc. (MF is the successor by merger
to Chaparral Airlines) (the "Chaparral Note")
($727,233.92 plus postpetitiun interest at the
rate provided in the plan of reorganization
for Class 9 claims and reasonable fees and
costs).
MF - Purchase by Metroflight of certain spare
parts on open account or the repair by DAI or
its agents of property of Metroflight on open
account (the "Metroflight open Account")
($180,976.07).
MF - Sales Contract dated March 20, 1941 by
and between Metrof light and BAI (the "�Dlee
Contract") ($66,785.00).
MF - Possession by Metroflight of certain
Jetstream 31 spare parts which are owned by
JACO for use in connection with a Jetstream 31
aircraft formerly subleased by EKE (the "Sums
Parts Claim").
MAI - Promissory Note dated January 23, 1990,
executed by Metro Airlines in favor of
Philadelphia National Bank ("PNB") in the
original principal amount of $6,000,000.00, as
assigned and transferred to BAPLC by that
certain Assignment of Note and Loan Agreement
dated May 7, 1991 by and between PNB and BAPLC
(the "PNB Mote"). ($3,508,640.60).
MAI - Guaranty Agreement dated December 20,
1985, made in favor of BAI guaranteeing all
obligations and liabilities of Metro Express,
Inc. ('EMS") under that certain Loan and
Security Agreement dated as of January 16,
1984, by and between BAI and EKE, as amended
and modified by that certain Amendment No. 1
to Guaranty Agreement dated October 31, 1986,
and as further amended and modified by that
certain Amendment Number two to Guaranty
-2-
Agreement dated November 21, 1986, and as
further amended and modified by that certain
Amendment Number Three to the Guaranty
Agreement dated December 8, 1986 ("NW
Guaranty").
MAI - Guaranty dated December 6, 1987, made by
Metro Airlines in favor of JACO guaranteeing
all obligations and liabilities of Metro
Leasing under that certain Aircraft Sublease
Agreement dated December 6, 1987 executed by
and between JACO and Metro Leasing for the
lease of a certain BAe Jetstrsam 3101 Aircraft
S/N 764 ("764 G_yarantv•) .
MAI - Guaranty dated December 7, 1987, made by
Metro Airlines in favor of JACO guaranteeing
all obligations and liabilities of Metro
Leasing under that certain Aircraft Sublease
Agreement dated December 7, 1987 executed by
and between JACO and Metro Leasing for the
lease of a certain BAe Jetstream 3101 Aircraft
S/N 766 ("766 Guaranty").
MAI - Guaranty dated December 8, 1987, made by
Metro Airlines in favor of JACO guaranteeing
all obligations and liabilities of Metro
Leasing under that certain Aircraft Sublease
Agreement dated December 8, 1987 executed by
and between JACO and Metro Leasing for the
lease of a certain BAe Jetstream 3101 Aircraft
S/N 767 ("767 Guaranty").
MAI - Guaranty dated December 9, 1987, made by
Metro Airlines in favor of JACO guaranteeing
all obligations and liabilities of Metro
Leasing under that certain Aircraft Sublease
Agreement dated December 9, 1987 executed by
and between JACO and Metro Leasing for the
lease of a certain BAe Jetstream 3101 Aircraft
S/N 777 ("777 Guaranty").
MAI - Guaranty dated December 10, 1987, made
by Metro Airlines in favor of JACO
guaranteeing all obligations and liabilities
of Metro Leasing under that certain Aircraft
Sublease Agreement dated December 10, 1987
executed by and between JACO and Metro Leasing
for the lease of a certain BAe Jetstream 3101
Aircraft S/N 770 ("778 Guaranty").
MAI - Guaranty Agreement dated July 25, 1990,
made by Metro Airlines in favor of JACO
guaranteeing all obligations and liabilities
-3.
of Chaparral Airlines, Inc. under that certain
Rescheduling Agreement dated August 31, 1990
by and between Chaparral Airlines, Inc. and
JACO ("Rescheduling Guaranty").
MAI - Atlantis settlement claim ($300,000)
(the "Atlantis Claim").
Aircraft basest
Acquisition of
Nine Aircraft: JACO, or an entity designated by JACC, shall
acquire beneficial interest and/or title to
the Nine Aircraft under terms agreed to by
JACO and Jetstream Leasing Company.
Treatment: Option is Metroflight and JACO, or any other
entity designated by JACO, shall enter into a
new ieame for the Nine Aircraft (the "New
Lease"), which shall be effective upon the
Effective Date of any plan confirmed by final
order in the bankruptcy cases of Metro
Airlines, Metroflight and Metro Leasing,
pending as Came Noe. 391-32522-HCA-ll,
391-32523-HCA-11 and 391-32524-HCA-11,
respectively, in the U.B. Bankruptcy Court for
the Northern District of Texas, Dallas
Division (collectively, the "Bankruptcy
Case").
Term of
Leases For each of the Nine Aircraft, the
term of the New Lease will be a term
of months equal to seventy-two
months from the expiration of the
original tease term for each of the
Nine Aircraft lose the term of the
Interim Lease for that Aircraft.
Rental
Rates $59,309.61 for the first month and
$39,595 for each succeeding month
per aircraft
Interim
Leaser Metroflight and JACO, or an entity
designated by JACO, shall enter into
an Interim Lease for the Nine
Aircraft, which Interim Lease shall
terminate upon the Effective Date of
any plan confirmed by final order in
the Bankruptcy Case. The initial
date Of the Interim Lease shall
relats back to April 1, 1991. The
-4-
rental rate under the Interim Lease
shall be $39,595 per month for each
plane. Credit shall be given for
all rental payments made by
Metroflight to JACO for use of the
Nine Aircraft during the term of the
Interim Lease. The Interim Lease
shall be effective upon the
execution of a definitive lease
agreement and shall be subject to
approval by the bankruptcy court in
the Bankruptcy Case. Any unpaid
rental payments under the Interim
Lease for the period between
April 1, 1991 and the execution of a
definitive lease agreement shall be
due and payable upon the Effective
Date of any plan confirmed by final
order in the Bankruptcy Case.
Option 2: Metroflight shall amend and assume the
Lease.
Term of
Lease: The Lease shall be amended to extend
the lease term for each of the Nine
Aircraft for a term of six years
from the date of expiration of the
original lease term.
Rental
Ratet The Lease shall be amended to
reflect a Basic Rent rate for each
of the Nine Aircraft of $39,595 per
month for each month after March
1991.
Cure
Payment: Metroflight shall pay to JACO a cure
payment equal in amount to
$178,151.45 to cure all existing
defaults under the Lease, as
amended. The curd payment shall be
made in cash upon entry of a final
order confirming a plan in the
Bankruptcy Case.
Post -
Petition
Rents: Any unpaid post -petition rental
payments under the Lease, as
amended, shall be paid in cash upon
-5-
the Effective Da
confirmed by fin
Bankruptcy Case.
,Selection of Options: It is understood and
agreed by and among the Debtors, SAPLC, MI
and JACO that Option 2 shall be the operative
method of treatment of the Nine Aircraft in
the absence of notice from BAi, BAPLC and .TACO
to the Debtors in accordance with the next
succeeding sentence. If the Debtors are
unsuccessful in achieving the effective date
of a plan that is consistent with the terms of
this Term Sheet on or before December 31,
1992, SAPLC, BAi and JACO shall have the right
at any time thereafter to require the
implementation of Option 1, provided that the)
shall give the Debtors written notice of theiz
election of Option 1. it option 1 is so
elected, the Debtors shall use their best
efforts to execute the Interim Lease as soon
as possible and to obtain prompt bankruptcy
court approval thereof.
BAI and JACO shall consent to the transfer of
title to Jetstream spare parts owned by
Jetstream Leasing Company to Metroflight,
provided that the security interest in and
lien on such parts in favor of JACO and/or BAI
to secure the Chaparral Note remains in full
force and effect. BAI and JACO shall
cooperate with the Debtors in implementing
such transfer of title to the spare parts.
Additional
Provisions
Applicable to
Both Option 1
and Option 21 Upon thirty days notice to JACO,
Metroflight shall be allowed to
terwinate, without payment of liquidated
damages arising from early termination,
the Lease or the New Lease (A) in the
event that there is an adverse decision
by order of a court in the lawsuit
adversary proceeding no. 391-3278 1
Bankruptcy Case (the "American
Litigation") (i) pursuant to which
service agreement between American
Airlines and Metroflight is found n
be in full Corce and effect for the
period through November 1, 2002, (ii) as
a result of which there is a substantial
cessation in Metroflight's operations and
(iii) the effect of which order is not
stayed pending appeal or other request
for relief therefrom by the Debtors after
a good faith effort is made by the
Debtors to obtain a stay or (B) in the
event that there is an adverse decision
by order of an appellate court that
upholds such an adverse lower court
order, which lower court order was stayed
pending appeal, as to which appellate
court order the conditions in clauses
(A)(ii) and (iii) are satisfied.
Metroflight shall notify JACO of its
decision to terminate the Lease or New
Lease, in whole or in part with respect
to specified aircraft, under this
provision within sixty (60) days of the
entry of such an order in the American
Litigation. If Metroflight fails to
notify JACO of its determination to
terminate as provided for herein,
Metroflight's right to terminate pursuant
to this provision shall be null and void.
Upon thirty days notice to JACO,
Metroflight shall be entitled to exercise
an option to reduce the monthly rental
rate for the lease term after April 1,
1994 for each of the Nine Aircraft to
$31,000.00; provided, that, (i)
Metroflight may not exercise this option
if has terminated the Lease or the New
Lease, in whole or in part, pursuant to
the foregoing paragraph and (ii) in the
event that Metroflight exercises the
option granted herein, Metroflight's
right to terminate the Lease or New Lease
pursuant to the foregoing paragraph shall
be null and void.
If Metroflight shall have terminated the
Lease or the New Lease in accordance with
the first paragraph of this section
entitled "Additional Provisions
Applicable to Both Option 1 and option 2"
and if the Debtors shall ultimately
obtain a favorable decision by final
order of a court in the American
Litigation to the effect that the service
agreement between American Airlines and
Metroflight is in full force and effect
_7_
Treatment:
for the period through November 1, 2002,
then BAI and JACO shall have the right to
require Metroflight to enter into new
leases for such number of similar
aircraft as shall be equal to the number
of aircraft previously terminated by
Metroflight in accordance with such
paragraph, and Metroflight shall enter
into such new leases. Any such lease
shall be for a term equal to the
remaining unexpired term of the Lease or
New Lease, as the case may be, as
provided therein, for the terminated
aircraft) the •'remaining unexpired term
of the Lease or New Lease," as used
herein, shall be determined as of the
date the Lease or New Lease, as the came
may be, is terminated. (Such right of
MI and JACO is hereinafter referred to
as the •'Put.") BAI and JACO shall
exercise the Put no later than ninety
days after ontry of such final order.
Metro Leasing shall
Sublease Agreements
Metroflight.
assume the Aircraft
and assign the same to
Cure
Payment: Metro Leasing shall pay to JACO
a cure payment equal in amount
to $386,750.00 to cure all
existing defaults under the
Aircraft Sublease Agreements.
The Cure Payment shall be made
in cash upon entry of a final
order confirming a plan in the
Bankruptcy Case.
Cancellations Upon thirty days notice to JACO, Metroflight
shall be allowed to terminate, without payment
of liquidated damages arising from early
termination, the Aircraft Sublease Agreements
(A) in the event that there is an adverse
decision by order of a court in the American
Litigation (i) pursuant to which the service
agreement between American Airlines end
Metroflight is found not to be in full force
and effect for the period through November 1,
2002, (ii) as a result of which there is a
substantial cessation in Metro£light's
ME
operations and (iii) the effect of which order
is not stayed pending appeal or other request
for relief therefrom by the Debtors after a
good faith effort is made by the Debtors to
obtain a stay or (B) in the event that there
is an adverse decision by order of an
appellate court that upholds such an adverse
lower court order, which lower court order was
stayed pending appeal, as to which appellate
court order the conditions in clauses (A)(ii)
and (iii) are satisfied. Metroflight shall
notify JACO of its decision to terminate the
Aircraft Sublease Agreements, in whole or in
part with respect to specified aircraft, under
this provision within sixty (60) days of the
entry of such an order in the American
Litigation. If Metroflight fails to notify
JACO of its determination to terminate as
provided for herein, Metroflight's right to
terminate shall be null and void.
If Metroflight shall have terminated the
Aircraft Sublease Agreements in accordance
with the foregoing paragraph and if the
Debtors shall ultimately obtain a favorable
decision by final order of a court in the
American Litigation to the effect that the
service agreement between American Airlines
and Metroflight is in full force and effect
for the period through November, 2002, then
SAX and JACO shall have the right to exercise
the Put, and Metroflight shall enter into new
leases consistent with the Put; yrovided,
however, that the reference to the "remaining
unexpired term of the Lease or New Lease' in
the description of the Put above shall be
deemed to be a reference to the "remaining
unexpired term of the applicable Aircraft
Sublease Agreement" in the context of the Five
Aircraft.
Inn
Partial
Releases BAPLC shall release all but $500,000 of the
indebtedness evidenced by the PNB Note.
Treatments The remaining claim against Metro Airlines
evidenced by the PNB Note shall be afforded
the same treatment as Class 7 Claims under the
Plan.
-9-
Metroflight Notes
Treatments A new note shall be issued in respect of the
indebtedness evidenced by the Metroflight Note
(the "New Metroflight Note"). The New
Metroflight Note shall have the same payment
terms as a Class 9 claim under the Plan. The
collateral securing the Metroflight Note shall
remain in place to secure the New Metroflight
Note.
Chaparral Note:
Treatments A new note shall be issued in respect of the
indebtedness evidenced by the Chaparral Note
(the "New Chaparral Note^). The New Chaparral
Note shall have the same payment terms as a
Class 9 claim under the Plan. The collateral
securing the Chaparral Note shall remain in
place to secure the New Chaparral Note.
Metroflight 0pen
Account and Sales
Contract:
Treatments The indebtedness evidenced by or arising under
the Metroflight Open Account and the Sales
Contract shall be treated as Class 9 claims
under the plan.
Remaining Debts
Troatments All other indebtedness or obligations owed to
BAPLC, BAI or JACO by the Debtors shall be
released.
Conditions
Precedent: The restructuring of the Debt is subject to
satisfaction of the following conditions
precedents
1. Approval by BAPLC, BAI and JACO of
any plan which is confirmed in the
Bankruptcy Case.
2. Approval by the Bankruptcy Court in
the Bankruptcy Case of all of the terms
set forth above.
3. Execution of definitive
documentation setting forth the foregoing
terms, which documentation shall be
drafted by counsel for BAI. Counsel for
-10-
Metro Airlines shall draft appropriate
documentation to obtain Bankruptcy Court
Approval of the terms set forth herein.
4. BAPLC, BAI and JACO shall be
satisfied, in their sole and exclusive
judgment, with the termination provisions
in the aircraft leases for the SAAB
aircraft with respect to the American
Litigation and with the timing of the
assumption of the SAAB leases.
5. Upon confirmation of the plan, all
claims of BAPLC, BAT and JACO as provided
for herein shall be allowed claims in the
Bankruptcy Case and shall not be subject
to objection or reconsideration by the
Debtors or any other parties in interest
in tho Bankruptcy Case.
6. JACO, BAI and any entity(ies)
designated by them shall have entered
into agreements satisfactory to BAI and
JACO with Jetstream Leasing Company,
Mr. Sanborn and Mr. Henderson with
respect to the acquisition of the
beneficial interest and/or title to the
Nine Aircraft and confirmation of the
related guarantees and agreements. The
Debtors shall be entitled to review such
agreements to determine that they are not
inconsistent with the terms of this Term
Sheet.
7. (i) Each of the Debtors shall
execute and deliver a release in favor of
BAPLC, BAI and JACO and related parties,
and (ii) each of BAPLC, BAI and JACO
shall execute and deliver a release in
favor of the Debtors and related parties.
Such releases shall be in respect of any
and all claims arising before
confirmation of the plan of
reorganization other than claims
expressly stated to survive under the
plan and related documentation.
-11-
The foregoing terms and conditions are acceptable to th
whose signatures appear below, subject to execution by
parties listed below, and each of the signatories below
necessary consents to sign this term sheet and carry ou
hereof, subject to Bankruptcy Court approval.
DATED: As of July 16, :992
METRO AIRLINES, INC.
By:
Title:
By:
Titles
METROFLIGHT, INC.
By:
Title:
Sy:
T t Gt
METRO LEASING, INC.
By:
Titles
By$
Tit Qt
-12-
e parties
all other
has all
t the terms
7
D. M. Lynn
Sander L. Esserman
Joseph P. Urso
STUTZMAN & BROMBERG
A Professional Corporation
2323 Bryan Street, Suite 2200
Dallas, Texas 75201
(214) 969-4900/(214) 969-4999 (facsimile)
ATTORNEYS FOR DEBTOR
Barbara J. Houser
Craig J. Litherland
David L. Ellerbe
SHEINFELD, MALEY & KAY pC
1700 Pacific Avenue, Suite 4400
Dallas, Texas 75201-4618
(214) 953-0700/(214) 953-1189 (facsimile)
ATTORNEYS FOR THE OFFICIAL COMMITTEE
OF UNSECURED CREDITORS
IN THE UNITED STATES
rC.
Sc`ec�:e .?.3.e
Lt%
American
July 17. 1992
Fairbrook Leasing, Inc.
21300 Ridgetop Circle
Sterling, VA 22170
Lambert Leasing, Inc.
21300 Ridgetop Circle
Sterling, VA 22170
Saab Aircraft of America, Inc.
21300 Ridgetop Circle
Sterling. VA 22170
Re: Metroflight. Inc;
Lease of Sixteen (16) Saab 340As and Ten (101 Saab 340Bs
Gentlemen:
This letter is intended to memorialize the understanding between Metro Leasing. Inc.
and Metroflight, Inc. on the one hand (collectively, "lessees") and Fairbrook Leasing, Inc. and
Lambert Leasing, Inc. on the other hand (collectively, "Lessors'), regarding the lease of the
above -referenced twenty-six (26) Saab aircraft. Those planes are presently leased by Lessors to
Metro Leasing, Inc., subject to various leases listed on Attachment A to this letter (the
"Leases"), In addition. this letter will also memorialize the understanding between Metroflight.
Inc. and Saab Aircraft of American ('SAAB') with respect to SAAB's claims against
Metroflight and Metroflight's claims for parts credit against SAAB. Capitalized terms not
otherwise defined herein shall have the meanings set forth in Lessees' Plan of Reorganization.
The understanding with respect to the leases between Lambert Leasing, Inc. and Lessees is
expressly subject to the consent of the Chase Commercial Corporation, as assignee of Lessor's
right in that Lease, unless and until Fairbrook Leasing, Inc. acquires the rights of Chase
Commercial Corporation.
Metro Leasing, Inc., as of the Effective Date, will assume the Leases, subject to
modifications listed below. As of the Effective Date, as that term is defined in its Plan of
Reorganization, Metroflight, Loc. will become obligated as lessee on the Leases as modified
below.
Operated by Metrot%pht Inc.
a ti•eve A ones Company
Yet -a Ce^"e 'X N :C' • CF J. C.rod eau 75261 • (p{LSS4I00
J
Page 2
July 17, 1992
The Leases will be modified as follows:
1. Rent, interest and legal fees and other reimbursable costs and expenses
(collectively, "Arrearages") which accrued under the Least prior to the commencement of
Lessees' bankruptcy cases will be dealt with as Class 9 Claims (Unsecured Claims against
Metroflight, Inc.) under Lessees' Plan of Reorganization. Lessors agree that, provided
Lessees' Plan of Reorganization is confirmed and the Leases are assumed by a final, non -
appealable order from a court of competent jurisdiction, such treatment will constitute adequate
assurance of cure for the purposes of Section 365 of the Bankruptcy Code. Notwithstanding
the foregoing, any Arrearage which has accrued after the commencement of such bankruptcy
case and any other default under the Leases (other than the types of defaults specified in
Section 365(e) of the Bankruptcy Code) must be cured on or prior to the Effective Date.
2. Any or all of the Leases may be terminated without further penalty by Lessees in
exchange for payment of a termination fee in the amount of two months' rent (including any
increase in monthly rent as a result of the TCAS financing referred to in paragraph 3) per
aircraft in the amount specified in the Leases upon the occurrence of all of the following:
a. A court of competent jurisdiction shall have entered a final, non -
appealable order determining that Metroflight, Inc.'s right to serve as an American
Eagle carrier for American Airlines until November 1, 2002, has terminated or expired,
does not exist, or is no longer in effect;
b. There are no defaults then existing under the Lease, and the aircraft is
returned in the condition required under the Lease;
c. Metroflight's operations as a scheduled air carrier have terminated.
3. Lessors shall provide to Metroflight, Inc., financing with respect to installation
of the Traffic Alert and Collision Avoidance System ("TCAS") in eight (8) Saab 340A and five
(5) 340B aircraft designated by Lessors. Title to TCAS will vest in the aircraft owners. Such
financing will be equal to seventy-five percent (75%) of the reasonable cost of the acquisition
and installation of TCAS, such financing not to exceed S112,500.00 per aircraft. The
installation of TCAS for eight (8) 340A aircraft will occur after November 1, 1992.
installation for five (5) 340B aircraft with the Lessor financing described above, will occur
between November 1, 1993 and December 15, 1993, provided that such installation may occur
earlier than November 1, 1993 with Lessor's prior consent, which consent shall not be
unreasonably withheld. The financing to be provided by the Lessors will be at an interest rate
of eight percent (8%) per annum, compounded monthly with the amounts financed by the
Lessors to be repaid (by increasing the monthly rental in the Leases) in equal monthly
installments of principal and interest over a period of forty-eight (48) months beginning with
Page 3
July 17, 1992
the next monthly rental payment then due for the particular aircraft following the advance of
the monies for TCAS or its installation by the Lessors. Lessors will have no obligation to
provide such TCAS financing if Metroflight. Inc. is not, at the time the financing is provided,
still serving as an American Eagle carrier.
4.
Metroflight, Inc.
is currently
installing TCAS at its own expense on five f5)
340B aircraft
and agrees that it
will install,
also at its awn expense without Lessor financing,
TCAS for the
remaining 340A
aircraft on or
before December 31, 1993.
5. The deadlines for the installation of TCAS referred to in paragraphs 3 and 4
above may be changed to such other date(s) that government regulations may allow or require
pursuant to Part 121 of the FAA Regulations. Further, the obligation of Lessees to install
TCAS will not apply to any aircraft for which the Lease has been terminated pursuant to
paragraph 2 of this letter.
6. a. SAAB will provide a spare parts credit to Metroflight in the sum of
$130,000.00. This credit shall be the only spare parts facility between Saab andlor the
Lessors and the Debtors.
b. SAAB shall waive its prepetition trade debt claim in the amount of
$138,611.64.
The foregoing understandings will be reflected in mutually satisfactory documentation to
be entered into prior to the Effective Date. These understandings are conditioned upon
confirmation of the DebtorsPlan of Reorganization by a final, non -appealable order by a court
of competent jurisdiction.
We confirm that the foregoing constitutes our agreement concerning the continued lease
and operation of Saab aircraft. In the event you concur, kindly affix your signature in the
appropriate space provided and return a copy of this letter to me so that it may be included
with Metrodi=ht and Metro Leasing's Plan of Reorganization.
Sincerely,
METRO LEASING, INC.
By:
Page 4
July 17, 1992
METROFLIGHT, INC.
By:
FAIRBROOK LEASING, INC.
By:
Its
LAMBERT LEASING, INC.
By:
Its
SAAB AIRCRAFT OF AMERICA, INC.
By:
Its