UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 2011
AirTran Holdings, Inc.
(Exact name of registrant as specified in its charter)
State of Incorporation: Nevada
| Commission file number: 1-15991 | I.R.S. Employer Identification No: 58-2189551 |
9955 AirTran Boulevard, Orlando, Florida 32827
(Address of principal executive offices) (Zip Code)
(407) 318-5600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On April 14, 2011, AirTran Holdings, Inc. (the “Company”) filed a Schedule TO with respect to the mailing of a notice to the holders of its 7% Convertible Senior Notes due 2015 (the “7% Notes”) as required under the indenture for the 7% Notes and in connection with the proposed merger of a wholly-owned subsidiary of Southwest Airlines Co. (“Southwest”) with and into the Company, with the Company surviving as a wholly-owned subsidiary of Southwest (the “Merger”).
| Item 8.01 | Other Information. |
The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This document does not constitute an offer to purchase or the solicitation of an offer to sell with respect to the 7% Notes, which will be made only if the Merger is consummated and then only pursuant to an offer to purchase and related letter of transmittal to the respective holders of the 7% Notes. The notice to the holders of the 7% Notes is an exhibit to the Schedule TO.
Investors and security holders may obtain a free copy of the Schedule TO, and amendments and supplements to such respective documents at http://www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Notice to Holders of 7% Convertible Notes Due 2023, dated April 14, 2011 (incorporated by reference to Exhibit (a)(1)(A) of Schedule TO, filed with the Securities and Exchange Commission on April 14, 2011). | |
Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| AirTran Holdings, Inc. | ||||
| Date: April 14, 2011 | By: | /s/ Arne G. Haak | ||
| Arne G. Haak | ||||
| Senior Vice President-Finance and Chief Financial Officer | ||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Notice to Holders of 7% Convertible Notes Due 2023, dated April 14, 2011 (incorporated by reference to Exhibit (a)(1)(A) of Schedule TO, filed with the Securities and Exchange Commission on April 14, 2011). | |