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BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Application of

PEOPLE EXPRESS AIRLINES, INC.

for a certificate of public convenience and

necessity to engage in interstate scheduled

air transportation of persons, property, and

mail under 49 U.S.C. § 41102

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Docket DOT-OST-2012-0042

MOTION OF

PEOPLE EXPRESS AIRLINES, INC.

FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 12

Communications with respect to this document should be addressed to:

Michael Morisi

President and Chief Operating Officer

PEOPLE EXPRESS AIRLINES, INC.

902 Bland Boulevard

Newport News, VA 23602

Phone: (757) 969-6880

Fax: (757) 969-6894

Mike.Morisi@flypex.com

Robert E. Cohn

Patrick R. Rizzi

HOGAN LOVELLS US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

+1 202 637 4999/5659 (direct dial)

+1 202 637 5910 (facsimile)

robert.cohn@hoganlovells.com

patrick.rizzi@hoganlovells.com

Counsel for

PEOPLE EXPRESS AIRLINES, INC.

June 20, 2012
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BEFORE THE

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY

WASHINGTON, D.C.

Application of

PEOPLE EXPRESS AIRLINES, INC.

for a certificate of public convenience and

necessity to engage in interstate scheduled

air transportation of persons, property, and

mail under 49 U.S.C. § 41102

)

)

)

)

)

)

)

)

)

)

Docket DOT-OST-2012-0042

June 20, 2012

MOTION OF

PEOPLE EXPRESS AIRLINES, INC.

FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 12

People Express Airlines, Inc. (“People Express”) hereby files this Motion

pursuant to 14 C.F.R. § 302.12 to withhold from public disclosure confidential

exhibits contained in its response to the Department’s second Information Request

dated May 30, 2012, concurrently filed in the above-captioned proceeding.

Confidential copies of the relevant exhibits are being submitted contemporaneously

herewith in a sealed envelope marked “Confidential Treatment Requested Under

§ 302.12.”

People Express hereby requests confidential treatment of the following

commercial, competitively sensitive and financial information pertaining to People

Express’s business and financing arrangements (to the extent that the information

in these Exhibits is not otherwise disclosed in the public version of its application

and supplemental submissions):
Motion of People Express Airlines, Inc.

Page 2

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1. Confidential Exhibit PEX-IR2-1: Revised Stock Subscription Agreement.

2. Confidential Exhibit PEX-IR2-2: Updated Stock Journal.

Under Rule 12, the Department evaluates requests for confidential treatment

in accordance with the standards of disclosure set forth in the Freedom of

Information Act (FOIA) (5 U.S.C. § 552). Under FOIA Exemption 4, business

information may be withheld from disclosure if it is “(1) commercial or financial,

(2) obtained from a person outside the government, and (3) privileged or

confidential.” Gulf & Western Industries, Inc. v. U.S., 615 F.2d 527, 529 (D.C. Cir.

1979). The confidential information submitted by People Express clearly meets the

first two requirements.

The only question, therefore, is whether the information is privileged or

confidential, which, as defined by the relevant case law, means “whether disclosure

of the information is likely to have either of the following effects: (1) to impair the

government’s ability to obtain necessary information in the future; or (2) to cause

substantial harm to the competitive position of the person from whom the

information was obtained.” National Parks and Conservation Association v. Morton,

498 F.2d 765, 770 (D.C. Cir. 1974).

People Express submits that disclosure of the information for which it seeks

confidential treatment would not only impair the Department’s ability to obtain such

information in the future, but would also cause substantial harm to People Express’s

competitive position. People Express is a new privately-held corporation that is

raising capital for the near-term launch of a start-up airline that will operate in an
Motion of People Express Airlines, Inc.

Page 3

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intensely competitive environment. The type of detailed business, financial and

commercially sensitive information at issue here is not otherwise required to be

publicly disclosed. Access by competitors or other third-parties to the information

contained in these confidential exhibits would adversely impact People Express’s

future plans, relationships with current and future stockholders, and competitive

posture as a start-up airline.

Accordingly, the revised Stock Subscription Agreement and updated Stock

Journal should be protected from public disclosure. The Department has

consistently recognized this type of information to be confidential and proprietary.

The revised Stock Subscription Agreement provides details of financial criteria and

conditions for a private placement of stock that People Express has shared only

with carefully selected private investors and not the general public. The updated

Stock Journal provides the names of current stockholders and the number of shares

purchased by each. Since no investor holds or beneficially controls 10 percent or

more of the outstanding voting stock, their names are not required to be disclosed

under 14 C.F.R. § 204.3(g). In fact, public disclosure of this information would

provide no public benefit but would result in serious competitive harm to People

Express and severely impair its relationship with its existing and prospective

stockholders. The Department made this very finding in granting confidential

treatment to the Stock Subscription Agreement and Stock Journal previously

submitted by People Express (see letter in this docket dated May 16, 2012) and

should grant confidential treatment to Exhibits PEX-IR2-1 and PEX-IR2-2 for the

same reason.
Motion of People Express Airlines, Inc.

Page 4

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WHEREFORE, People Express Airlines, Inc. hereby requests that the

Department afford confidential treatment pursuant to Rule 12 of its Rules of Practice

to the exhibits described herein.

Respectfully submitted,

____________________________

Robert E. Cohn

Patrick R. Rizzi

HOGAN LOVELLS US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

202 637 4999/5659

Counsel for

PEOPLE EXPRESS AIRLINES, INC.
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CERTIFICATE OF SERVICE

I hereby certify that I have on this 20th day of June, 2012, served a copy of

the foregoing Motion of People Express Airlines, Inc. for a Confidential Treatment

Pursuant to Rule 12 upon:

Mr. Nicholas Scarpinato, Jr.

Manager, Washington FSDO

Federal Aviation Administration

13873 Park Center Road

Suite 475

Herndon, VA 20171

________________________________

Jonathan Echmalian