OST-1997-2786 - Pan American and Carnival Air Lines

OST-97-2786

Pan American Corporation and Carnival Air Lines, Inc. (Exemption)

OST-97-2786 | August 6, 1997

Joint Application for an Exemption

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It is now expected that a shareholder meeting on the transaction will be held in the last week of August and that the transaction will be consummated shortly thereafter.

Route Authority | Service List

Counsel: Boros Garofalo, Aaron Goerlich, 202-822-9070 for Carnival / Verner Liipfert, William Evans, 202-317-6030 for Pan Am

Pan Am Corporation and Carnival Air Lines, Inc.

Order 97-9-3 | OST-97-2786 | Issued and Served September 4, 1997

Order Granting Exemption

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We will grant the applicants' request for an exemption from the provisions of section 41105 until we have ruled on the de facto transfer request, subject to the condition that Pan Am and Carnival will remain separate and independently operated corporations until such a ruling has been made. As we have previously held, requiring the postponement of scheduled market transactions until the applicable regulatory process has been completed is not necessarily in the public interest and can be unjustly punitive. In this instance, as long as Pan Am and Carnival remain separate entities, as the applicants have pledged, PAC could divest itself of Carnival should we disapprove the proposed transfer. Therefore, permitting the applicants to close on the acquisition pending an expeditious ruling on the transfer will enable them to proceed with their merger plans yet avoid an irreversible situation.

Service List

By: Charles Hunnicutt

Pan Am Corporation and Carnival Air Lines, Inc. (Transfer of Route Authority, Exemptions, Slot Restrictions at JFK)

OST-97-2787 | OST-97-2786 | OST-97-2885 | October 7, 1997

Motion for Filing of "Unauthorized Documents" / Opposition of Richard C. Bartel

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We oppose the exemptions because the granting of such exemptions and allowance of route transfers would put the DOT in a position of facilitating the stripping of assets from Carnival Air Lines, Inc., which is explicitly anticipating a bankruptcy filing, without valuation or arm's length consideration, leaving creditors of Carnival Air Lines, Inc. without a viable estate from which to recover, thus in violation of 11 U.S.C. 547-548 (and 18 U.S.C. 151, et seq., and 1961(1)(D), et seq), and applicable State laws protecting creditors (28 U.S.C. 959(b), Florida, Delaware statutes).

Attachment: Special Meeting Proxy Statement of September 5, 1997
Attachment: Pan Am Annual Report for 1996 - Will Not be Available, email or call for copy

Counsel: Richard Bartel, 202-728-3841

Pan Am Corporation and Carnival Air Lines (Route Transfer, Exemptions, Slot Restrictions at JFK)

OST-97-2787 | OST-97-2786 | OST-97-2885 | October 8, 1997

Amended Motion for Filing of an Otherwise Unauthorized Document and Pleading, and Amended Opposition of Richard Bartel

I oppose the exemptions and transfers because they would put the DOT in a position of facilitating the apparent stripping of assets from Carnival Air Lines, Inc., which is explicitly anticipating a bankruptcy filings, without valuation or arm's length consideration, leaving creditors of Carnival Air Lines, Inc. without a viable estate from which to recovers, thus in violation of the Bankruptcy Code 11 U.S.C. 547-548 (and 18 U.S.C. 151, et seq., and 1961(1)(D), et seq), and applicable State laws protecting creditors (28 U.S.C. 959(b), Florida, Delaware statutes).

By: Richard Bartel, 202-728-3841

Pan Am Corp/Pan American World Airways, Inc. and Carnival Air Lines, Inc.

OST-97-2787 | OST-97-2786 | OST-97-2885 | October 17, 1997

Contingent Motion for Leave to File of Pan Am and Carnival and Reply to Amended Opposition of Richard Bartel

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Bartel's financial information is not news to the Department. Moreover, the Department already has begun to consider the fitness of both carriers without Bartel's preferred assistance. Pan Am and Carnival will be addressing issues relating to their financial fitness in response to standard, post-transaction inquiries the Department already has made.

Counsel: Verner Liipfert, William Evans, 202-371-6030

Pan Am Corporation and Carnival Air Lines, Inc.

OST-97-2787 | OST-97-2786 | OST-97-2885 | October 24, 1997

Preacipe and Contingent Intial Reply to Pan Am and Carnival's "Contingent Motion and Reply"

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By: Richard Bartel, 202-728-3841

Pan American World Airways, Inc. and Carnival Air Lines, Inc.

OST-97-2787 | OST-97-2786 | OST-97-2885 | November 18, 1997

Supplement to Initial Reply - Richard Bartel

This Supplemental filing is made to update the Department on information released by Pan Am on Friday, November 14, 1997 regarding its $21,100,000 net loss for the third Quarter, 1997. The Press Release speaks for itself, confirming the previous rate of financial deterioration of the Pan Am entities alone, without reference to that of the "merged" Carnival entity, which had an equivalent loss rate.

By: Richard Bartel, 202-728-3841

Pan Am Corporation and Carnival Airlines, Inc.

OST-97-2786
OST-97-2787

January 6, 1999

Motion of Pan American to Dismiss Joint Application

Approval of Transfer of Route Authority and Exemptions

On June 29, 1998, Pan Am and Carnival, and various other affiliated corporations, were acquired by PAL pursuant to a Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division. PAL submitted a formal notification of that acquisition with various pertinent information and documents, pursuant to Section 204.5 of the Department’s Economic Regulations, on June 30, 1998. PAL is now the sole owner and corporate successor-in-interest to Pan Am and Carnival. Pan Am ceased operations on February 4, 1998 and has surrendered its FAA Part 121 Operating Certificate. Ongoing charter operations are being held out, sold and conducted by Carnival which now does business under the name Pan American Airways Corp.

As a result of the foregoing transactions and developments, PAL submits that the matters at issue in the Section 41105 route transfer proceeding are now moot. Accordingly, PAL hereby moves the Department to dismiss the pending Joint Application in Docket OST-97-2787 on the ground of mootness. The exemption application in Docket OST-97-2786 has been concluded by Order 97-9-3 and no longer remains pending.

Counsel: Pan Am and Shaw Pittman, Robert Cohn, 202-663-8078