Order 98-1-27 / FWIA / Certificate and Exemption Renewal

Issued by the Department of Transportation on 26^th day of January, 1998 / Served January 27, 1998

Application of

for renewal of its certificate authority

Application of

for renewal of its exemption authority and frequency allocations

By this order, we find that Florida West International Airways, Inc. (FWIA) continues to be fit, Willing, and able to provide interstate and foreign scheduled all-cargo air transportation, and we renew its certificate and exemption authority.

FWLA, headquartered in Miami, currently provides scheduled and charter cargo services primarily between the U.S. and Latin American countries pursuant to various certificate and exemption authority. /1 FWIA's operating authority is subject to certain conditions. First, the

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authority is limited to a period of one year to afford us an opportunity to monitor its compliance posture before deciding whether to award it long-term operating authority. /2 Second, given its financial position at the time, FWIA is required to have its fitness redetermined prior to operating more than two aircraft. /3 Finally, because there is considerable foreign investment in FWIA, it is subject to certain reporting requirements with respect to its relationship with its foreign investors. /4

between the U.S. and numerous foreign countries) to FWIA. Subsequently, FWLA was issued an experimental certificate for Route 712 authorizing it to conduct scheduled cargo operations between points in the U.S. and Chile via intermediate points in Peru. All of the transferred or new authority awarded FWLA was made effective by the Department on December 6, 1996 (see Order 97-2-19, issued February 24, 1997).

2/ The authority expired on August 6, 1997. However, because FWIA filed a timely application for renewal, the authority continua in full force pending action on its renewal request.

3/ This two-aircraft limit did not include aircraft which FWIA operates by wet leases or interchange arrangements with other carriers.

4/ FWIA's citizenship is discussed in detail in the Citizenship section of this order. We required FWLA to provide us with (1) advance notice of any changes in its ownership or corporate governance documents and (2) copies of any aircraft lease agreements with its foreign citizen investors or related companies.

5/ FWIA requests that its certificate authority be renewed for at least five years, and that its exemption authority be renewed for two years.

6/ Fine also questions whether FWLA properly complied with these reporting requirements over the past year and, if it did not, the impact of such failure on the carrier's compliance posture.

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FWIA filed replies to the objections stating that the arguments of Fine and Polar are without substantive merit. /7

After reviewing FWIA's applications, the other pleadings, /9 as well as other information available to us, and for the reasons discussed in the Fitness section below, we conclude that FWIA continues to be a U.S. citizen and fit, willing, and able to operate as a certificated air carrier. By this order, we renew the carrier's interstate all-cargo certificate authority and U.S.-Uruguay and U.S.-Venezuela exemption authority and reissue its interstate certificate, subject to conditions. /10

7/ FWIA accompanied its replies with motions for leave to file otherwise unauthorized documents. We will grant the motions.

9/ FWIA, Fine, and Polar accompanied their answers/replies with motions for leave to file late or unauthorized documents. To the extent not already granted in Order 97-11-35, we will grant the motions.

10/ Pursuant to 49 U.S.C. 41307, renewal of FWIA's foreign certificate authority is subject to Presidential review. Thus, only the interstate cargo certificate will be reissued here. Renewal and reissuance of the carrier's foreign certificate authority will be handled in a separate order.

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When conducting a redetermination of a carrier's fitness, the Department applies the same three-part test that it uses to determine the fitness of new applicants, that is, whether the carrier (1) has the managerial ability to conduct the operations proposed, (2) has access to financial resources sufficient to conduct operations without posing an undue risk to consumers, and (3) will comply with the statute and regulations imposed by Federal and State agencies. Since it was for compliance reasons that we limited FWIA's certificate to a one-year duration, we will begin our discussion of the carrier's fitness with a review of its compliance disposition.

During our initial review of FWIA's fitness in 1996, we noted several issues with respect to the carrier's compliance posture. Of considerable concern at the time was the compliance disposition of Mansour Rasnavad, the carrier's majority shareholder and its then-Chairman. In this regard, we noted that Mr. Rasnavad had been the Chief Executive Officer of Buffalo Airways, another certificated air carrier, /11 during a time when that carrier's compliance with FAA regulations and the Department's Form 41 reporting requirements was deteriorating. Our concerns were exacerbated by what appeared to be an evasiveness on the part of Mr. Rasnavad concerning his involvement with Farhad Azima, Buffalo's owner and a long-time associate of Mr. Rasnavad's. Prior to our tentatively finding FWIA fit in Order 9~19, however, FWIA advised us that Mr. Rasnavad intended to divest himself of all, or most, of his interest in FWIA. /12

We also noted that (l) both Arrow Air and Gateway, FWIA's corporate predecessor, were delinquent in filing Form 41 reports at times when those companies were under the management oversight of Mr. Richard Haberly, FWIA's President, /13 (2) FWIA's Director of Quality Control had had his FAA Airframe and Powerplant Mechanic (A&P) certificate suspended for 240 days by the FAA in the early 1990's, and (3) certain alleged unauthorized wet lease operations by Fast Air Carrier were being investigated by our Office of Aviation Enforcement and Proceedings (the Enforcement Of rice). /14

We were not able to ascertain on the basis of the record then before us the full import of the above concerns, especially Mr. Rasnavad's history. Because Mr. Rasnavad volunteered to

11/ Buffalo Airways operated for a number of years as a charter air carrier. It ceased operations in May 1996.

12/ At the time, Mr. Rasnavad also resigned from his position on the carrier's Board of Directors and authorized Mr. Richard Haberly, the carrier's President, to exercise Mr. Rasnavad's voting rights pending the sale of the stock.

13/ In addition, we noted that a number of the deficiencies that led to the 1995 suspension of Arrow Air's certificate occurred during Mr. Haberly's tenure with that carrier; however, in our review of this issue, we found no evidence that Mr. Haberly had been responsible for Arrow's problems.

14/ Fast Air's compliance history was relevant in light of its 25 percent ownership interest in FWIA.

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divest himself of any controlling interest or directorship in FWIA and satisfied us that he would in no way control the day-to-day operations of the carrier, it was not immediately imperative that we reach fully dispositive conclusions about his compliance record. /15 We further found that the remaining concerns did not require a negative fitness finding, but did prompt close scrutiny. Thus, we determined to limit FWIA's authority to a one-year period to afford Mr. Rasnavad a chance to sell his controlling interest in the carrier and us an opportunity to monitor its compliance posture before deciding whether to issue the carrier long-term certificate authority.

FWIA now reports that, except as discussed herein, since the issuance of Order 96-6-19, there have been no formal complaints filed or orders issued finding it, its key personnel, or its substantial shareholders in violation of the provisions of Title 49, nor have there been any charges of unfair, deceptive, or anticompetitive business practices, or of fraud, felony or antitrust violations brought against it, its key personnel, or its substantial shareholders.

Our Office of Airline Information advises that the carrier is meeting its Form 41 reporting responsibilities in a timely manner. Furthermore, FWIA has been involved in no accidents or incidents during this time. Although it has received two letters of investigation from the FAA concerning that agency's requirements, neither of these has resulted in civil penalties or adverse certificate action bang taken against the company. /16 The FAA advises us that FWIA's current operations are being conducted satisfactorily, and that it has no objection to the Department's renewing the carrier's operating authority at this time.

With his letter, Mr. Rasnavad included additional information with respect to the Department's expressed concerns. In general, Mr. Rasnavad stated that the affidavits and other information provided by him or FWIA in the transfer proceeding were never intended to mislead the

15/ Subsequently, as we discuss, supra, Mr. Rasnavad amplified his background and the circumstances relevant to the problems at Buffalo.

16/ The first letter of investigation alleged that a seal depressor on the main cargo door had been improperly repaired. The FAA states that the carrier took appropriate corrective action id this matter, and that the case was closed by issuing the carrier a letter of correction. The second letter of investigation alleges that FWIA carried an improperly labeled perfume shipment on its DC-8 aircraft. This matter remains under review by the FAA. In December 1996, EWIA did, however, pay a $4,000 civil penalty in connection with a 1994 violation by its predecessor, Gateway, involving the company's recordkeeping practices at that time.

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Department as to his relationship with Mr. Azima, his long-time associate. /18 Rather, he states that his intent was to show that he was not directly related to Mr. Azima, and he believes it was the inartful wording of his affidavits that created the concerns expressed by the Department in its order. With regard to the problems at Buffalo Airways during Mr. Rasnavad's tenure, he stated that, although many of the carrier's problems preceded his arrival, he attempted to take steps to rectify them, particularly the reporting deficiencies and FAA problems. However, Mr. Rasnavad stated that Buffalo's deteriorating financial position and other unforeseen circumstances made Buffalo's difficulties impossible to overcome and that, as a result, he ultimately resigned his position with the carrier.

However, it is important that we clarify FWIA's obligation to provide certain information to the Department and insist on the carrier's improved compliance with those obligations. During the course of this proceeding, it came to light that FWIA had not provided complete information during the certificate transfer proceeding, and did not give us timely notice of certain changes in its ownership or provide copies of agreements it had entered into with Fast Air prior to their execution.

Specifically, during the 1996 transfer proceeding, FWIA advised us that the 25 percent Chilean investment was held by Fast Air Carrier, which is a subsidiary of Lan Chile. In this renewal proceeding, FWIA acknowledged that its prior information was incorrect and stated that the stock has been held by International Aviation Services (IAS), a non-operating Jersey Islands company that, until recently, was a wholly-owned subsidiary of Fast Air. Also, during the 1996 transfer proceeding, FWIA represented that Mr. Rasnavad personally held 70 percent of FWIA's stock It turns out that Mr. Rasnavad's ownership interest is and always has been through a company called Equipment Power, a holding company that he owns.

Subsequent to the transfer proceeding, in October 1996, the Chilean owners of Lan Chile decided to spin off IAS as a subsidiary of Fast Air in preparation for a planned public stock offering of Lan Chile's stock. However, FWIA did not notify the Department of the proposed

18/ Mr. Rasnavad states in his letter that it would have been foolish of him to try to conceal the longterm relationship he has had with Mr. Azima since his association with Mr. Azima was well known in the airline industry.

19/ Mr. Rasnavad advises that he does not plan to be involved in the day-to-day management of the carrier's operations, but would want to be able to vote his stock and serve on the carrier's Board of Directors.

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changes in its ownership structure. In addition, in early June 1997, FWIA executed an aircraft interchange agreement with Fast Air before providing us with copies of that agreement, as required by Order 96-8-6.

FWIA's oversights raise questions about its compliance attitude. The information FWIA neglected to give us either thoroughly or timely or in compliance with our order is relevant to the issues of citizenship and control. On reviewing the additional information, however, we find no substantive issues that prevent us from approving FWIA's application, as herein conditioned.

FWIA states in its pleadings that, although it did not inform us of the June 1997 interchange agreement with Past Air until later that month, in violation of our order, the agreement was not scheduled to become effective until September. /20 FWIA also notes that the Department had time to review the arrangements and advise the carrier of any concerns raised before the agreement was implemented.

We do not believe that these failures and inaccuracies by FWIA, on balance with its otherwise acceptable record of compliance, warrant an adverse finding on its fitness. There is no evidence of any intent on FWIA's part to hide its relationship with Fast Air and/or its Chilean owner,. FWIA advised the Department during the certificate transfer proceeding that it intended to obtain aircraft from its foreign citizen investors (or related companies) and we note that, in its renewal application, FWIA informed the Department of other arrangements it had entered into with its non-U.S. citizen investors even though Order 96-8-6 did not specifically require FWIA to provide that information. /21

We stress to FWIA, however, that its reporting obligations are expected to be observed both thoroughly and timely. As we have stated in past orders, the Department relies heavily on the accuracy and thoroughness of the written pleadings filed in fitness cases. FWIA should have been more attentive to the information it was providing to us and to the requirements of our order. We place the carrier on notice that future acts of this nature will not be tolerated.

Finally, we also examined whether the assessment by the Department's Enforcement Office of two civil penalties against Fast Air since the issuance of Order 96-8-6 was pertinent to FWIA's fitness. By Order 96-8-18, Fast Air was assessed a $60,000 civil penalty for violations of 49 U.S.C. 41302 as a result of Fast Air's operation of a number of unauthorized flights between Peru and Miami in l99S and 1996. By Order 96-11-10, the Department assessed Fast Air a civil penalty of S200,000 in connection with unauthorized flights it operated between Miami and Brazil in 1996. FWIA also has advised us that in December 1996, Lan Chile and others were charged by the Chilean Antitrust Commission with engaging in anticompetitive and

20/ To date, FWIA has not begun operations with the interchange aircraft contemplated by this arrangement.

21/ The Office of Aviation Enforcement and Proceedings (Enforcement Office) has reviewed these matters and has told us that it will take no further action under all the circumstances of this case.

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predatory behavior because of their alleged refusal to continue to provide maintenance services to another Chilean regional airline and their offer of lower fares in certain markets in an alleged effort to adversely affect the regional airline. The matter was concluded in July 1997 with a $340,000 payment by the to the Chilean Antitrust Commission.

FWIA was not charged with any unlawful behavior in connection with any of the above mentioned Fast Air and Lan Chile enforcement matters. Nevertheless, we examined them in the context of FWIA's fitness in light of the fact that a portion of FWIA's stock is held by the same individuals who own and control Fast Air and Lan Chile. Upon review, we do not find that these matters create compliance concerns at this time bearing negatively on FWIA's fitness.

On the basis of all of the above, and recognizing FWIA's overall positive compliance disposition over the past year, we conclude that the carrier has a satisfactory compliance posture.

There has been no significant change in the carrier's management personnel since its fitness was last reviewed. The qualifications of the following individuals, who have held their positions with the company since its certification, were discussed in Order 96-6-19: Richard Haberly, President; John F.B. Long, Vice President of Maintenance; John Bonanno, Director of Maintenance; Stuart Hanley, Director of Operations and Chief Pilot; and Richard Hansen, Director of Quality Control. /22

In light of the qualifications of the above persons, plus the fact that almost all of them have been managing the company's operations for some time, we conclude that FWIA has the necessary management skills and technical ability to conduct its air carrier operations.

FWIA currently operates one DC-8-61F cargo plane of its own and wet leases the equivalent of one B-747 aircraft from Atlas Air. /23 FWIA anticipates that its business opportunities will continue to increase over the next year to the point that it will be able to operate the equivalent of two B-747's and an additional DC-8. /24

22/ Martin Gitlitz became FWIA's Controller in August 1997. Immediately prior to joining FWIA, he served as Controller (and, for a time, Assistant Treasurer) for Arrow Air (or related companies) from 1993 until 1997. Mr. Gitlitz holds a B.A. in Accounting and has been employed in aviation and non-aviation financial positions since 1968.

23/ FWIA states that the lease arrangements between it and Atlas Air allow FWIA to avail itself of any one of four Atlas-owned B-747 aircraft, although its actual usage is the equivalent of one B-747.

24/ In this regard, FWIA has entered into an arrangement with Fast Air that will permit FWIA to operate one of four Fast Air DC-8-71 aircraft on an interchange basis.

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FWIA has provided unaudited balance sheets showing its financial position at April 30, and August 31, 1997, as well as statements showing the results of its operations for the eight months ended August 31, 1997. We have also reviewed the Form 41 reports filed for the six months ended June 30, 1997. The carrier's balance sheet at August 31, 1997, shows that, at that date, it had negative working capital of $666,324, a current assets to current liabilities ratio of 0.94 to 1, total assets of approximately $14.1 million, and negative retained earnings and negative stockholders' equity of $l.8 and $1.0 million, respectively. FWIA advises that, if the Department renews its operating authority, it intends to undergo an internal restructuring which will have a positive impact on its financial position. Specifically, FWIA shareholders intend to retire approximately $2.54 million currently owed to them, the net effect of which will be a reduction in the carrier's debt burden and a strengthening of its equity position. /25

Although FWIA had not previously been profitable overall, its operations since January 1997 have produced modest profits. For the six months ended June 30, 1997, the carrier reports small operating and net profits of $101,235 and $47,362, respectively. It further reports that its operations for July and August 1997 produced an operating profit of $149,906 on revenues of approximately $14.1 million. We also note that, in exchange for the transfer of FWIA's U.S.-Colombia authority to FedEx, FWIA receives $5.5 million.

In light of the above, we conclude that FWIA will have adequate financial resources to continue its cargo air transportation services without posing an undue risk to shippers or their funds. Moreover, we no longer believe it necessary to continue the two-aircraft limitation currently contained in its certificate. However, in keeping with our obligation to monitor the continuing fitness of air carriers as they expand operations, we intend to require that FWIA advise the Department and provide updated fitness information at least 45 days prior to any expansion in its operations which would increase its fleet to more than four aircraft. /26

Section 41102 of the Statute requires that certificates to engage in air transportation operations be held only by citizens of the United States as defined in section 40102(a)(1S). That section specifies that the president and two-thirds of the Board of Directors and other managing officers be U.S. citizens and that at least 75 percent of the outstanding voting stock be owned

25/ Mr. Rasnavad, FWIA's majority shareholder, intends to exchange approximately $1.25 million currently owed to him by FWIA for equity in the carrier, and Mr. Haberly will convert approximately $100,000 owed to him to equity. FWIA plans to reduce the approximately $1.25 million currently owed to Fast Air to approximately $637,000, which amount will then be converted into equity in the carrier. FWIA provided a pro forma balance sheet at August 31, 1997, showing that, if the above restructuring had been implemented at that date, FWIA's total debt load would have been reduced from approximately S15.1 million to $12.6 million, and its stockholders' equity would have increased from negative $1 million to positive $1.5 million. In connection with this restructuring, FWLA states that Messrs. Rasnavad and Haberly will provide the carrier with an additional $535,000 and $27,000, respectively.

26/ The four-aircraft limit is exclusive of aircraft operated by wet lease or interchange arrangements.

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by U.S. citizens. We have also interpreted the Statute to mean that, as a factual matter, the carrier must actually be controlled by U.S. citizens.

FWIA continues to be a Delaware corporation and there has been no substantive changes in its ownership since the issuance of Order 96-8-6. Equipment Power, Inc., a company wholly-owned by Mr. Rasnavad, a U.S. citizen, and Mr. Haberly, also a U.S. citizen, continue to hold 70 percent and 5 percent of the carrier's voting stock, respectively. The remaining 25 percent of the stock is held by International Aviation Services (IAS), a Chilean citizen. /27 There are currently four members of the Board of Directors: Mr. Rasnavad, who serves as Chairman, Mr. Haberly, the carrier's President, Philip Frazier, and Ernesto Ramirez. With the exception of Mr. Ramirez, who is a Chilean citizen and nominee of IAS, these individuals are all U.S. citizens as are all other key management personnel.

Thus, it appears that FWIA continues to meet the quantitative requirements of the statute--75 percent of the voting stock is held by U.S. citizens and its President and two-thirds of the Board of Directors and other managing officers are U.S. citizens. We have reviewed the current relationship between FWIA and its foreign citizen investors and find that the carrier remains under the actual control of U.S. citizens as well.

We have reviewed an interchange agreement, promissory note, and separate cargo special prorate agreements with Fast Air and Lan Chile. None of the agreements have provisions that indicate foreign control. Moreover, FWIA's debt to Fast Air, in and of itself, does not indicate control absent other indicia of control. Finally, our aviation relations with Chile present no complicating factors. /28 While the several agreements, interrelationships, and equity investment warrant concern, on balance, the totality of the circumstances shows FWIA to be a U.S. citizen.

Therefore, we conclude that FWIA remains a U.S. citizen and is fit, willing, and able to continue its operations as a certificated air carrier.

However, in light of the considerable foreign investment and other continuing arrangements between FWIA and the Chileans, we will continue to require the carrier to report any changes in its ownership or its arrangements with its non-U.S. citizen investors.

27/ Until recently, IAS was a wholly-owned subsidiary of Fast Air, which, in turn, is owned by Lan Chile. It is currently a wholly-owned subsidiary of San Alberto, S.A., a Chilean investment company owned by the same persons that own Lan Chile. Thus, notwithstanding the restructuring, it appears that there has been no material change in the ultimate owners or foreign citizen investment in FWIA over the past year.

28/ Under Memorandum of Consultations (MOC) signed October 28, 1997, the United States and Chile have initialed a new open-skies agreement that will . become effective when signed by representatives of both Governments.

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The agreements between FWIA and Fast Air and LanChile as well as the proposed conversion of the Fast Air debt to equity, dictates that we continue to monitor the relationship with FW1A. Therefore, in addition to the reporting conditions in Order 96-8-6, we will require FWIA to provide the Department, in advance, prior to their execution, copies of any written agreements or arrangements and to report any oral agreements or arrangements apart from the aircraft leases between Fast Air, Ion Chile, or Ladeco (or companies owned or related to Fast Air, Lan Chile, or Ladeco or their principals) and FW1A and/or its owners or managers. We will further require that FWIA report in advance, prior to execution, any conversion of Fast Air's debt into equity.

On June 24, FWIA sought confidential treatment under Rule 39 (14 CFR 302.39) for certain documents it filed in connection with its renewal application. These documents included (1) an aircraft lease agreement between it and First Security Bank of Utah, NA, /29 (2) an aircraft sublease agreement between FWIA and Fast Air, (3) an airport facilities sublease agreement between FWIA and Fast Air, (4) interline cargo rate agreements between FWIA, Fast Air and Continental Airlines, and (5) redacted portions of auditors' notes to its December 31, 1996, financial statements relating to the specifics of its aircraft lease with First Security Bank.

Rule 39 instructs us to evaluate requests for confidential treatment in accordance with the standards of disclosure found in the Freedom of Information Act (S U.S.C. section 552). Information may be withheld from disclosure under 5 U.S.C. section 552(b)(4) if it is (1) commercial or financial, (2) obtained from a person outside of government, and (3) privileged or confidential. /30

There is no question that the information for which FWLA seeks confidential treatment is financial or commercial in nature and that it was obtained from a person outside the government. The remaining question is whether the information is privileged or confidential-whether «disclosure of the information is likely to have either of the following effects: (1) impair the Government's ability to obtain necessary information; or (2) cause substantial harm to the competitive position of the person from whom the information was obtained. /31 Further, to be privileged or confidential, the information must not be of the type that is usually released to the public. /32

The documents for which FWIA seeks confidential treatment are similar to those for which the Department has granted confidential treatment in the past. We find no reason to act differently

29/ First Security Bank acts as owner-trustee for the lease of the DC-8 aircraft that FWIA operates.

30/ See Gulf & Western Industries, Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir 1979).

31/ See National Parks and Conservation Association v. Morton, 498 F.2d 765, 770 (D.C. Cir 1974).

32/ See Gulf and Western Industries, Inc. v. United States, 615 F.2d 527, 530 (D.C. Cir. 1979).

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in this proceeding; thus, we have decided to grant FWIA's request for confidential treatment of this material.

1. We find that Florida West International Airways, Inc., continues to be fit, willing, and able to engage in interstate and foreign air transportation of property and mail.

2. We renew and reissue the interstate certificate authority currently held by Florida West International Airways, Inc., subject to the Terms, Conditions, and Limitations attached. /33

3. We renew the exemption authority currently held by Florida West International Airways, Inc., authorizing foreign scheduled cargo air transportation (l) between Miami, Florida, and points in Uruguay, and (2) between Miami, Florida, and New York, New York/Newark, New Jersey, on the one hand, and Caracas and Maracaibo, Venezuela, on the other, for a period of two years from the issue date of this order; prodded, however, that such exemption authority may be amended or revoked at any time without notice or hearing. /34

4. Should Florida West International Airways, Inc., propose to operate more than four aircraft, we direct it to notify the Department in writing at least 45 days prior to the proposed operation and provide updated fitness information demonstrating its fitness to conduct such operations before their commencement.

5. We direct Florida West International Airways, Inc., to inform the Department in advance of any change in its U.S. or foreign voting or non-voting stock ownership interests, and any change in its Board of Directors or its corporate governing documents. We further require the company to provide us, prior to their execution, copies of any aircraft lease agreement(s) entered into between it and Fast Air, Lan Chile or Ladeco (or companies owned by or related to Past Air, Lan Chile, or Ladeco or their principals). In addition, we require FWIA to provide copies of any other written agreements or arrangements, and to report any oral agreements or arrangements apart from the aircraft leases, between Fast Air, Lan Chile, or Ladeco (or companies owned by or related to Fast Air, Lan Chile or Ladeco or their principals) and FWIA, its owners, or managers. Finally, we require FWIA to report in advance, prior to execution, any conversion of Fast Air's debt to equity.

33/ As noted earlier, renewal of the carrier's foreign certificates for Routs 599 and 712 are subject to Presidential review. Renewal of the carrier's foreign authority and reissuance of those certificates will be handled in a separate order.

34/ As noted earlier, the issue of the renewal of FWIA's U.S.-Argentina exemption authority (and frequency allocation) will be decided in the 1997 U.S.-Argentina All-Cargo Frequency Proceeding (Docket OST-97-3139).

6. To the extent not granted in Order 96-11-35, we grant the motions filed by Florida West International Airways, Inc., Polar Air Cargo, Inc., and Fine Air Services, Inc., to file late or unauthorized documents.

7. We grant the motion filed by Florida West International Airways, Inc., for confidential treatment of documents.

8. We will serve a copy of this order on the persons listed in Attachment A.

By:

CHARLES A. HUNNICUTT

Assistant Secretary for Aviation and International Affairs