Filed by AMR Corporation
Commission File No. 1-8400
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: US Airways Group, Inc.
Commission File No. 001-8444
| Laura Einspanier Vice President – Employee Relations |
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February 14, 2013
Dear TWU International Officers and Local Presidents,
Today represents an exciting day in American’s history. As you know, after many months of careful analysis, we have come to the conclusion that a merger with US Airways will give our customers and our stakeholders the most value and create the best future for our company and our people.
I hope you will agree there are many benefits to this combination — an enhanced network, a modernized fleet and a path to sustainable profitability being among them. Creating this new American will better serve our customers, helping us to effectively compete and win against industry peers, and allowing us to continue to invest in our products and people. The combined new American will be built around our people, who will be the key to a successful merger and to maintaining a strong operation and happy customers.
We will need your help and leadership to make this as smooth a transition as possible for everyone involved. In the immediate future, our TWU-represented employees will not see any changes. The current TWU Collective Bargaining Agreements (CBAs) will remain in place until we secure the necessary regulatory and US Airways stockholder approvals of the merger and Bankruptcy Court approval of our Plan of Reorganization, which we expect to take place in the third quarter of 2013. We are pleased that at that point we will be able to immediately share some of the anticipated benefits of the merger with our ground employees as the 4.3 percent base pay rate increase that is part of the three-party Memorandum of Understanding will take effect.
The past year has had its share of difficult changes for our TWU-represented people. No doubt, the year ahead will bring changes as well, but they will lay the foundation for a more rewarding future. This merger represents what I hope will be a brighter future for our company and all of our employees. I look forward to continuing to work with you as we begin the transition toward a stronger new American, and I thank you for your shared commitment to taking care of the interests of all of our ground employees that the TWU represents through this unprecedented time.
Sincerely,
| 4333 Amon Carter Blvd., MD 5235 Fort Worth, TX 76155 817-967-1284 Office laura.einspanier@aa.com |
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Additional Information and Where To Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction between AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways”) will be submitted to the stockholders of US Airways for their consideration. AMR expects to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a prospectus of AMR and a proxy statement of US Airways, and US Airways expects to file with the SEC a definitive proxy statement on Schedule 14A. AMR and US Airways also plan to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF US AIRWAYS ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about AMR and US Airways, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by US Airways, when and if available, can be obtained free of charge on US Airways’ website at www.usairways.com or by directing a written request to US Airways Group, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281, Attention: Vice President, Legal Affairs. Copies of the documents filed with the SEC by AMR, when and if available, can be obtained free of charge on AMR’s website at www.aa.com or by directing a written request to AMR Corporation, P.O. Box 619616, MD 5675, Dallas/Fort Worth International Airport, Texas 75261-9616, Attention: Investor Relations or by emailing investor.relations@aa.com.
US Airways, AMR and certain of their respective directors, executive officers and certain members of management may be deemed to be participants in the solicitation of proxies from the stockholders of US Airways in connection with the proposed transaction. Information about the directors and executive officers of US Airways is set forth in its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 27, 2012. Information about the directors and executive officers of AMR is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on February 15, 2012. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the prospectus and proxy statement and other relevant materials when and if filed with the SEC in connection with the proposed transaction.
Cautionary Statement Regarding Forward-Looking Statements
This document includes 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,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “forecast” and other similar words. These forward-looking statements are based on AMR’s and US Airways’ current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: failure of a proposed transaction to be implemented; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of US Airways and AMR generally, including those set forth in the filings of US Airways and AMR with the SEC, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings, including the registration statement, proxy statement and prospectus. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements.
| 4333 Amon Carter Blvd., MD 5235 Fort Worth, TX 76155 817-967-1284 Office laura.einspanier@aa.com |
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Neither AMR nor US Airways assumes any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements except as required by law.
| 4333 Amon Carter Blvd., MD 5235 Fort Worth, TX 76155 817-967-1284 Office laura.einspanier@aa.com |
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