US Airways Files Disclosure Statement and Plan of Reorganization in Preparation for America West Merger
01 7월 2005 - 6:45AM
PR Newswire (US)
US Airways Files Disclosure Statement and Plan of Reorganization in
Preparation for America West Merger ARLINGTON, Va., June 30
/PRNewswire-FirstCall/ -- US Airways Inc. today filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia its
disclosure statement and Plan of Reorganization (POR), which are
based on its proposed merger with America West Group Holdings
(NYSE:AWA) announced on May 19, 2005. Today's submission was made
within the time period in which the company has the exclusive right
to file a Plan. The timing also is consistent with the company's
agreement with General Electric Commercial Aviation Services
(GECAS). In addition to today's filing, US Airways and America West
have achieved a number of other important milestones over the past
week. The U.S. Department of Justice has completed its antitrust
review and cleared the proposed merger. In addition, the companies
have filed registration statements on forms S-4 and S-1 documents
with the Securities and Exchange Commission that are necessary
steps in the process of completing the merger. The bankruptcy court
has set a hearing on approval of the disclosure statement for Aug.
9, 2005. The airlines remain on track to complete all regulatory
and court requirements and to close on the merger transaction by
late September or early October. The disclosure statement and POR
are based on the previously disclosed terms. Under the Plan as
proposed, creditors having claims of $50,000 or less will receive a
cash payment of 10 percent of the amount of their claim. Other
creditors holding unsecured claims will receive stock in the
reorganized company. The value of their recoveries will depend on
the value of the shares of stock at emergence, as well as the total
amount of allowed claims, including the amounts of disputed claims
that have not yet been determined. US Airways and America West will
merge to create the first full-service low-cost nationwide airline,
with a consumer-friendly pricing structure offering a network of
low-fare service to over 200 cities across the U.S., Canada,
Mexico, Latin America, the Caribbean and Europe, and amenities that
include a robust frequent flyer program, airport clubs, assigned
seating and First Class cabin service. The airlines will operate
under the US Airways brand and will be headquartered in Tempe,
Ariz. When completed, the merger will be anchored by $500 million
in new equity investment that has already been announced, as well
as other potential equity and financing sources still under
negotiation, and participation by suppliers and business partners
that will provide the company with more than $1.5 billion in cash
at the time of the transaction's closing. Separately, the period
for other potential investors and interested parties to offer
competing bids and alternatives for the merger proposal concludes
at 5 p.m., Eastern time on Friday, July 1, with a hearing set for
Thursday, July 7. FORWARD-LOOKING STATEMENTS Certain of the
statements contained herein should be considered "forward- looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward looking statements may be
identified by words such as "may," "will," "expect," "intend,"
"anticipate," "believe," "estimate," "plan," "could," "should," and
"continue" and similar terms used in connection with statements
regarding the companies' outlook, expected fuel costs, the RASM
environment, and the companies' respective expected 2005 financial
performance. Such statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving America West Holdings Corporation ("America
West") and US Airways Group, Inc. ("US Airways" and, together with
America West, the "companies"), including future financial and
operating results, the companies' plans, objectives, expectations
and intentions and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations
of America West and US Airways' management and are subject to
significant risks and uncertainties that could cause the companies'
actual results and financial position to differ materially from
these statements. Such risks and uncertainties include, but are not
limited to, the following: the ability of the companies to obtain
and maintain any necessary financing for operations and other
purposes, whether debtor-in-possession financing, in the case of US
Airways, or other financing; the ability of the companies to
maintain adequate liquidity; the duration and extent of the current
soft economic conditions; the impact of global instability
including the continuing impact of the continued military presence
in Iraq and Afghanistan and the terrorist attacks of Sept. 11, 2001
and the potential impact of future hostilities, terrorist attacks,
infectious disease outbreaks or other global events; changes in
prevailing interest rates; the ability to attract and retain
qualified personnel; the ability of the companies to attract and
retain customers; the cyclical nature of the airline industry;
competitive practices in the industry, including significant fare
restructuring activities by major airlines; the impact of changes
in fuel prices; economic conditions; labor costs; security-related
and insurance costs; weather conditions; government legislation and
regulation; relations with unionized employees generally and the
impact and outcome of the labor negotiations; US Airways ability to
continue as a going concern; US Airways' ability to obtain court
approval with respect to motions in the Chapter 11 proceedings
prosecuted by it from time to time; the ability of US Airways to
develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the Chapter 11 proceedings; risks
associated with third parties seeking and obtaining court approval
to terminate or shorten the exclusivity period for US Airways to
propose and confirm one or more plans of reorganization, to appoint
a Chapter 11 trustee or to convert the cases to Chapter 7 cases;
the ability of US Airways to obtain and maintain normal terms with
vendors and service providers; US Airways' ability to maintain
contracts that are critical to its operations; the potential
adverse impact of the Chapter 11 proceedings on US Airways'
liquidity or results of operations; the ability of US Airways to
operate pursuant to the terms of its financing facilities
(particularly the financial covenants); the ability of US Airways
to fund and execute its Transformation Plan during the Chapter 11
proceedings and in the context of a plan of reorganization and
thereafter; and other risks and uncertainties listed from time to
time in the companies' reports to the SEC. There may be other
factors not identified above of which the companies are not
currently aware that may affect matters discussed in the
forward-looking statements, and may also cause actual results to
differ materially from those discussed. The companies assume no
obligation to publicly update any forward-looking statement to
reflect actual results, changes in assumptions or changes in other
factors affecting such estimates other than as required by law.
Similarly, these and other factors, including the terms of any
reorganization plan of US Airways ultimately confirmed, can affect
the value of the US Airways' various prepetition liabilities,
common stock and/or other equity securities. Accordingly, the
companies urge that the appropriate caution be exercised with
respect to existing and future investments in any of these
liabilities and/or securities. Additional factors that may affect
the future results of America West and US Airways are set forth in
their respective filings with the SEC, which are available at
http://www.shareholder.com/americawest/edgar.cfm and
http://investor.usairways.com/edgar.cfm, respectively. ADDITIONAL
INFORMATION AND WHERE TO FIND IT In connection with the proposed
transaction, a registration statement, including a proxy statement
of America West, and other materials will be filed with the SEC. WE
URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors will be able to obtain free copies
of the registration statement and proxy statement (when available)
as well as other filed documents containing information about US
Airways and America West at http://www.sec.gov/, the SEC's Web
site. Free copies of America West's SEC filings are also available
on America West's Web site at
http://www.shareholder.com/americawest/edgar.cfm, or by request to
Investor Relations, America West Airlines 111 West Rio Salado Pkwy,
Tempe, Arizona 85281. Free copies of US Airways' SEC filings are
also available on US Airways' Web site at
http://investor.usairways.com/edgar.cfm or by request to Investor
Relations, US Airways Group, Inc., 2345 Crystal Drive, Arlington,
VA 22224. This communication shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there by any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. PARTICIPANTS IN THE
SOLICITATION America West, US Airways and their respective
executive officers and directors may be deemed, under SEC rules, to
be participants in the solicitation of proxies from America West's
stockholders with respect to the proposed transaction. Information
regarding the officers and directors of America West is included in
its definitive proxy statement for its 2005 Annual Meetings filed
with the SEC on April 15, 2005. Information regarding the officers
and directors of US Airways is included in its 2004 Annual Report
filed with the SEC on Form 10-K on March 2, 2005. More detailed
information regarding the identity of potential participants, and
their interests in the solicitation, will be set forth in the
registration statement and proxy statement and other materials to
be filed with the SEC in connection with the proposed transaction.
DATASOURCE: US Airways CONTACT: David Castelveter of US Airways,
+1-703-872-5100 Web site: http://www.usairways.com/
Copyright
America West (NYSE:AWA)
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America West (NYSE:AWA)
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