Vanguard Airlines Announces Proposed Reverse Stock Split

Kansas City, MO—Vanguard Airlines, Inc. (OTC Bulletin Board: VNGD) today announced that its Board of Directors has approved a one-for-five reverse stock split of the Company’s common stock, subject to approval by the Company’s shareholders at its annual shareholders’ meeting scheduled for May 23, 2002. The record date for determination of shareholders entitled to vote at the meeting is April 3, 2002.


If shareholders approve the reverse split, each five shares of common stock outstanding prior to the effective date will be reclassified as one share of common stock. The reverse stock split will reduce the number of shares issued and outstanding but, other than treatment of fractional shares, will not affect a shareholder`s proportionate equity interest or voting rights in the Company. The conversion features of the Company’s convertible stock, including preferred stock, options and warrants, will automatically adjust consistent with the one-for-five reverse stock split.


Vanguard’s issued and reserved common shares currently number approximately 80 million shares, with a total of 100 million shares authorized.


As previously announced, the Company is seeking to raise new capital, including with the assistance of federal loan guarantees authorized by the Air Transportation Safety and System Stabilization Act. The Company may issue shares and warrants either to a new equity investor, or as a fee for the federal loan guarantee. In either case, it is likely that such issuance would require additional shares. The reverse stock split is intended to create a larger pool of unissued and unreserved shares available for issuance to new investors either in connection with, or separate from, the federal loan guarantee. The issuance of new shares or warrants could dilute the interests of existing shareholders.


Vanguard Airlines, Kansas City’s Hometown Airline, provides convenient all-jet service to 18 cities nationwide, including Orlando beginning April 22 and Seattle beginning June 3. The airline offers low fares with no advance-purchase requirements, advanced seat assignment and extra legroom on all flights with a fleet of six Boeing 737s and eight Boeing MD-80-series aircraft, which feature SkyBox? Business Class service. For more information or to make reservations online, visit Vanguard’s Web site at www.flyvanguard.com.

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This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements are made based on management’s belief, as well as assumptions made by, and information currently available to, management pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Without limitation, there can be no assurance that Vanguard will obtain new financing with or without federal assistance or that Vanguard will successfully restructure. Further information on risks and uncertainties that could affect the Company’s financial results are included in the Company’s filings with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2001, and in subsequent filings filed with the Securities and Exchange Commission.

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