America West (NYSE:AWA)
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America West and US Airways Receive ATSB Approval
PHOENIX, July 22 /PRNewswire-FirstCall/ -- America West Holdings Corporation
(NYSE:AWA) and US Airways Group, Inc. (OTC:UAIRQ) (BULLETIN BOARD: UAIRQ)
today announced that they have received approval for their planned merger from
the Air Transportation Stabilization Board (ATSB). Both America West Airlines
and US Airways hold loans backed by a federal guarantee from the ATSB. The
carriers have been in negotiations on the treatment of those loans under their
proposed merger. Pending final bankruptcy court and US Airways board approval
and upon close of the merger, the two airlines' outstanding ATSB loan
guarantees will be consolidated with payments beginning September 2005 through
September 2010. Final terms are still being negotiated.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050223/LAW097LOGO)
America West Chairman and CEO Doug Parker stated, "We are grateful for the
Board's unanimous endorsement of our proposed merger with US Airways. Today's
announcement continues the positive momentum for our planned merger and brings
us one step closer to building a stable future for our airlines."
"We appreciate the ATSB working closely with us to further our efforts to
restructure US Airways and preserve jobs while protecting the federal
government's interests. Their action today will enable the new US Airways to
become a stronger and more viable airline," said US Airways President and Chief
Executive Officer Bruce R. Lakefield.
In January 2002, America West Airlines, Inc. closed a $429 million loan backed
by a $380 million federal loan guarantee provided by the ATSB. The current
outstanding balance on this loan is $300 million. US Airways, Inc. received a
$900 million loan guarantee under the Air Transportation Safety and System
Stabilization Act from the ATSB in connection with a $1 billion term loan
financing that was funded on March 31, 2003. The current outstanding balance
of that airline's loan is $708 million.
America West Holdings Corporation is an aviation and travel services company.
Wholly owned subsidiary America West Airlines is the nation's second largest
low-fare carrier with 14,000 employees serving approximately 60,000 customers a
day in more than 90 destinations in the U.S., Canada, Mexico and Costa Rica.
US Airways is the nation's seventh-largest airline, serving 181 communities in
the U.S., Canada, Europe, the Caribbean and Latin America. US Airways, US
Airways Shuttle and the US Airways Express partner carriers operate
approximately 3,400 flights per day. (AWAG)
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, US Airways has filed a
registration statement, including a proxy statement of America West, and other
materials with the Securities and Exchange Commission (the "SEC"). WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE
OTHER MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors may obtain free copies of the registration
statement and proxy statement, as well as other filed documents containing
information about US Airways and America West at http://www.sec.gov/, the SEC's
website. Free copies of America West's SEC filings are also available on
America West's website at http://www.shareholder.com/americawest/edgar.cfm, or
by request to Investor Relations, America West Holdings Corporation, 111 West
Rio Salado Pkwy, Tempe, Arizona 85281. Free copies of US Airways' SEC filings
are also available on US Airways' website 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 Meeting 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 1, 2005. More detailed information regarding the
identity of potential participants, and their interests in the solicitation, is
set forth in the registration statement and proxy statement and other materials
filed with the SEC in connection with the proposed transaction.
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DATASOURCE: America West Holdings Corporation; US Airways Group, Inc.
CONTACT: America West Holdings Corp., +1-480-693-5729; or US Airways
Group, Inc., +1-703-872-5100
Web site: http://www.shareholder.com/americawest/edgar.cfm
http://investor.usairways.com/edgar.cfm