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
September 17, 2004
Date of Report (Date of earliest event reported)
FLYI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21976 13-3621051
(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification No.)
incorporation or
organization)
45200 Business Court, Dulles, VA 20166
(Address of principal executive offices)
(703) 650-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 17, 2004, FLYi, Inc. (formerly known as Atlantic
Coast Airlines Holdings, Inc.) , the Company's wholly-owned
subsidiary Atlantic Coast Airlines and Delta Air Lines, Inc.
entered into the Delta Connection Agreement Amendment Number Six.
The registrant hereby incorporates by reference in this Item 1.01
the response to Item 1.02 below.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On September 17, 2004, FLYi, Inc. (formerly known as Atlantic
Coast Airlines Holdings, Inc.) (the "Company"), the Company's
wholly-owned subsidiary Atlantic Coast Airlines ("ACA") and Delta
Air Lines, Inc. ("Delta") entered into the Delta Connection
Agreement Amendment Number Six (the "Amendment and Termination
Agreement"). The Amendment and Termination Agreement amends and
provides for the termination of the parties' fee-per-departure
agreement whereby ACA operates as a Delta Connection carrier (the
"Delta Connection Agreement"). The Company previously announced
in a Form 8-K filed on April 7, 2004 that it had received formal
notification from Delta that Delta would end its relationship
with ACA by invoking its right under the Delta Connection
Agreement to terminate without cause upon 180 days notice.
The Amendment and Termination Agreement provides for a transition
and exit plan for all of ACA's Delta aircraft, which shall be
completed on or before November 1, 2004. The Amendment and
Termination Agreement provides that the last date of service for
the ACA aircraft in the Delta Connection schedule is as follows:
Date 328s Last Day of Operation
August 1, 2004 3
September 1, 2004 4
October 1, 2004 3
November 1, 2004 20
As previously disclosed, under the terms of the Delta Connection
Agreement, upon Delta's termination without cause, ACA and the
Company have the right to require Delta to assume the leases on
up to 30 of the 33 328JET aircraft used in ACA's Delta Connection
operation. ACA and the Company have exercised their right to
require Delta to assume all 30 of these leases. The Amendment
and Termination Agreement provides that the parties shall use
their good faith efforts to consummate the assignment and
assumption of these 30 leases at the termination of the Delta
Connection Agreement. However, the Amendment and Termination
Agreement provides that any delay will not relieve Delta of its
obligations with respect to these lease assumptions. The
Amendment and Termination Agreement also provides that the Delta
Connection Agreement will terminate on the date that Delta
notifies ACA that the conditions precedent to its obligations
under these assignment agreements have been satisfied or waived.
Because Delta is expected to not be able to meet certain
financial condition standards at the time Delta becomes obligated
to assume the leases, unless such conditions are waived by
lenders, the Company expects to remain obligated under the lease
agreements should Delta default at any time prior to the lease
expirations. If Delta files for bankruptcy, it could seek to
reject its obligation to assume the leases under the Delta
Connection Agreement or, depending on the timing of any such
filing, to reject its obligation under any aircraft leases
assumed by it.
In connection with the Amendment and Termination Agreement, the
parties established rates to be paid for ACA's participation in
the Delta Connection program between January 1, 2004 and November
1, 2004. The Amendment and Termination Agreement also provides
for the termination as of November 1, 2004 of ancillary
agreements to the Delta Connection Agreement, including ground
handling services, deicing, emergency services, information
technology and other airport-related services and leases
associated with the Delta Connection Agreement.
SIGNATURE
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 thereunto duly authorized.
FLYI, INC.
By: /s/ Richard J. Surratt
Richard J. Surratt
Executive VP - Finance,
Treasurer and Chief
Financial Officer
Date: September 23, 2004