8-K 1 d8k.htm FORM 8-K Form 8-K

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 25, 2007

 


LOGO

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) 251-5600

(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):

 

x 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))

Items to be Included in this Report

 



Item 2.02. Results of Operations and Financial Condition

On April 25, 2007, AirTran Holdings, Inc., the parent company of AirTran Airways, Inc., issued a press release announcing its financial results for the first quarter of 2007. The press release is furnished herewith as Exhibit 99.1.

The information furnished in Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01. Regulation FD Disclosure.

On April 25, 2007, AirTran Holdings, Inc., the parent company of AirTran Airways, Inc., issued a press release announcing its financial results for the first quarter of 2007. During the call certain information regarding estimates for the remainder of 2007 was provided and is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

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.

Forward Looking Information

Statements regarding the Company’s operational and financial success, business model, expectation about future success, improved operational performance and our ability to maintain or improve our low costs are forward-looking statements and are not historical facts. Instead, they are estimates or projections involving numerous risks or uncertainties, including but not limited to, consumer demand and acceptance of services offered by the Company, the Company’s ability to maintain current cost levels, fare levels and actions by competitors, regulatory matters and general economic conditions. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s annual report on Form 10-K for the year ended December 31, 2006. The Company disclaims any obligation or duty to update or correct any of its forward-looking statements.

 

Item 8.01. Other Information.

On April 25, 2007, AirTran Holdings, Inc., the parent company of AirTran Airways, Inc., issued a press release announcing its financial results for the first quarter of 2007. During the call certain information regarding estimates for the remainder of 2007 was provided and is furnished herewith as Exhibit 99.2 and incorporated herein by reference.

The information in this Form 8-K is being furnished under Item 8.01 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.

 

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

 

99.1   Press Release announcing the financial results for the first quarter 2007
99.2   Certain information discussed during the first quarter 2007 conference call.


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 26,2007     By:  

/s/ Stanley J. Gadek

      Stanley J. Gadek
      Senior Vice President Finance and Chief Financial Officer


Exhibit Index

 

Exhibit No.   

Description

EX-99.1    Press Release announcing the financial results for the first quarter 2007
EX-99.2    Certain information discussed during the first quarter 2007 conference call.