8.01 Other Events.
September 14, 2005, we and certain of our subsidiaries (collectively referred
voluntary petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code (the “Bankruptcy
connection with this filing, on September 16, 2005, the United States Bankruptcy
Court for the Southern District of New York (the “Court”)
granted a motion and entered an interim order on the docket designed to assist
us in monitoring and preserving our net operating losses. On December 21,
the Court issued a final order to assist us in preserving our net operating
losses (the “NOL
modified the interim order.
discussed below, the NOL Order provides for certain notice and hearing
procedures regarding trading in our common stock. Also, as discussed below,
while the NOL Order currently permits unlimited trading in claims against
provides a mechanism by which certain holders of claims may be required to
some of their holdings in connection with implementation of a bankruptcy
NOL Order, any person or entity that (1) is a Substantial Equityholder (as
defined below) and intends to purchase or sell or otherwise acquire or dispose
of Tax Ownership of any shares of our common stock, or (2) may become a
Substantial Equityholder as a result of the purchase or other acquisition
Ownership of shares of our common stock, must provide advance notice of the
proposed transaction to the Court, to us and our counsel, and to counsel
Creditors’ Committee. A “Substantial
person or entity that has Tax Ownership (as defined in the NOL Order) of
least nine (9) million shares of our common stock. The proposed transaction
not be consummated unless written approval is received from us within the
fifteen (15) day period following our receipt of the notice. A transaction
entered into in violation of these procedures will be void ab initio as a
violation of the automatic stay under Section 362 of the Bankruptcy Code
subject the participant to other sanctions. The NOL Order also requires that
each Substantial Equityholder file with the Court and serve on us a notice
identifying itself. Failure to comply with this requirement also may result
the imposition of sanctions.
NOL Order, any person or entity that (1) is a Substantial Claimholder (as
defined below) and intends to purchase or otherwise acquire Tax Ownership
certain additional claims against us, or (2) may become a Substantial
Claimholder as a result of the purchase or other acquisition of Tax Ownership
claims against us, must serve on counsel for the Creditors’ Committee a notice
in which such claimholder consents to the procedures set forth in the NOL
person or entity that has Tax Ownership of claims against us equal to or
exceeding $200 million (an amount that could be increased in the future).
the NOL Order, Substantial Claimholders may be required to sell certain claims
against us if the Court so orders in connection with our filing of a bankruptcy
plan of reorganization. Other restrictions on trading in claims may also
following our filing of a bankruptcy plan of reorganization.
summary of certain terms of the NOL Order is qualified in its entirety by
NOL Order (including exhibits thereto), which is attached as Exhibit 99.1
9.01 Financial Statements and Exhibits.
Establishing Notification Procedures and Approving Restrictions
Transfers of Claims Against and Interests in the Debtors’ Estates
to the requirements of the Securities Exchange Act of 1934, the registrant
duly caused this report to be signed on its behalf by the undersigned hereunto
AIR LINES, INC.
/s/ Leslie P.
January 10, 2006
Leslie P. Klemperer