FILED BY AMERICA WEST HOLDINGS CORPORATION
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
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: AMERICA WEST HOLDINGS CORPORATION
COMMISSION FILE NO. 1-12649
COMMISSION FILE NO. 1-12649
| PLAN E D E AL ThePlane Talkweekly merger update SEPTEMBER 23, 2005 |
| A Fine Farewell More than 2,500 people attended the AWA Commemoration/Farewell event at CHQ on Tuesday, Sept. 20. Guests enjoyed speeches by CEO Doug Parker and AWA founder Ed Beauvais, games, refreshments and much more. More details and photos can be found on awaCompass.com (CELEBRATIONS>>Events). |
| New Combined |
| Airline Pass Policy! |
| See page 4 for details... |
| T A B L E O F C O N T E N T SR E S O U R C E S |
| Gaining Altitude . . . . . . . . . Page 2 awaCompass.comAWA employee Web site |
| CEO Weekly Hotline(888) 292-5087 and (480) 693-4487 |
| Pardon Our Dust . . . . . . . . Page 3 Merger Voicemail Hotline(866) 766-4682 and (480) 693-1330New Pass Policy. . . . . . Pages 4-8Plane TalkMonthly newsletter mailed to homes |
| Plane DealWeekly newsletter distributed at work |
| Recent FAQs. . . . . . . . . . . . Page 9 Managers and SupervisorsThey’re there to answer your questions |
| E-mailmerger@americawest.com |
| Football Predictions . . . . . Page 10 |
| Employee Assistance Program(800) 837-4292 or www.holmangroup.com |
| S e p t e m b e r 2 3 , 2 0 0 5 A n A m e r i c a We s t E m p l o y e e P u b l i c a t i o n P l a n e D e a l I s s u e N i n e t e e n |
| P L A N E D E A L |
| Tthe bankruptcy court) has been anything |
| he 10-day waiting period (mandated bybut quiet, and the clock continues toGaining Altitude |
| ticks closer to September 27. Progress continues(Decisionsamong the decision and policy makers, as Americafor the new co. |
| ) |
| West and US Airways prepare to merge in a matter of days. Following are quick descriptions of progress in a number of areas, including leadership announcements in customer service, operations, and labor relations/human resources. |
| Company Store Labor Relations and Human Resources |
| · e company store has begun ordering US Airways merchandise• Also naming director-level employees this week is the labor to go on sale after the merger’s close. A limited supply of items will relations and human resources group, led by Al Hemenway. Al be available in the store on Tuesday, with many more to follow in said, “We are delighted to have such a strong team of managing October. directors and directors. ese new assignments will become effective upon consummation of the merger agreement, and theCultureorganizational selection process will continue and cascade to the |
| · Plans were announced for Day 1 celebrations, including a ticket remaining levels.” See the labor/HR team on Compass. counter decorating contest (with “extreme makeovers” as prizes), barbecues at the hubs, and delivery of Heritage pins. Go toMarketing |
| Compass for details.• Elite members received an e-mail containing details of the combined frequent flyer program, which will be Dividend Miles. |
| Customer Service• e Day 1 inflight video is complete and ready to play following |
| · e new US Airways Customer Service Division, consisting of the merger’s completion. For those of you on the ground, it will be InFlight and Airport Customer Service, has announced director- streamed on Compass. level leaders, under the guidance of Anthony Mulé, Senior Vice President, Customer Service. Visit Compass for a complete listOperations Control and Planning leaders and the station reporting structure.• e Operations Control and Planning organization has named |
| · e station integrations have begun, with BWI and LAS being several directors and managing directors. e employees are listed among the first cities to hang combined signage. Next in line are: on awaCompass, in the merger section, under Leadership |
| San Jose, CR on Sept. 27 PIT and PHL on Sept. 28Reservations |
| CUN and MEX on Oct. 4• Training is well underway, and some is completed, including city FLL, MCI, MCO, PHX, STL, and TPA on Oct. 5 codes, policy changes, and more. |
| · Temporary signage has arrived in every city, readying passengers• Additional training will continue through early October, including for our merger, which creates (as the banner says) “ e world’s routing, transfers, procedures, baggage, Flifo, employee listings, largest low-fare airline.” and waivers. |
| · e customer service group hosted a division meeting in Charlotte,• On day 1 common prompts will be in place for customers, whether gathering with the US Airways team. they call US Airways or America West, meaning callers will be routed appropriately. |
| Finance |
| · LCC, the new company’s stock, will trade on the New YorkBelow: New signage at LAS (left) and BWIStock Exchange (NYSE) for the first time on Tuesday, Sept. 27. Doug Parker is scheduled to be in New York to ring the opening bell. |
| · A plan is in place for the third quarter and beyond financial reporting. Since Sept. 27 – our first day as a combined airline – falls four days short of the quarter’s end, the finance team is planning to report financials as separate companies and as a combined company for the “stub period,” which covers the four days of overlap. |
| PLANE DEAL 2 |
| P L A N E D E A L |
| Removal of the AWA sign from headquarters took only minutes this week and, following some electrical and structural work, the US Airways sign began to appear. The installation will occur over the weekend and an official unveiling will take place next week (details to be |
| determined). |
| Day 1: Pardon our Dust What are the Passengers Wondering? |
| Last week, amidst the flurry of merger activity, we stopped and asked ourselves, “What are customers going to wonder on Day 1?” Luckily, the marketing team, technologies group, and customer service employees have already been hard at work anticipating their questions. Following are answers to their preliminary questions, which were seen in a variety of publications this week, including USA Today and several hub papers. |
| Q. Where and how do I book my reservations after the merger? Q. Will |
| A. Continue to book with the airline you typically dealt with beforedestinations onthe merger. www.americawest.com and www.usairways.com willAmerica West beoperate separately in the short term, as will the two airlines’ reservationsavailable for Dividend Miles awards and vice-versa? systems. A. Yes – members will be able redeem mileage across either network beginning in October, and all frequent flyer features will be consolidated |
| Q. Where do I check in after the merger?under one program early next year. A. Your ticket will indicate which airline operates your flight – check in with that airline if you are flying from an airport served by both AmericaQ. Can I still check in online? |
| West and US Airways (there were only 38 when we announced the A. In the short term, check in online with the same airline from which merger). Airport signage will be in place to direct you as well. you purchased your ticket. When code-sharing begins (Oct. 5) between the two airlines, you may be redirected. Since you may check in onlineQ. How do I change existing reservations?up to 24 hours in advance of your flight, please allow some extra time A. For e-tickets, you can make changes online at the airline from which in case you are redirected. you bought the tickets. Or, call reservations at the airline listed as the operating carrier on your ticket.Q. Can I still check in with self-serve kiosks? |
| A. Yes, using kiosks matching the airline from which you purchased |
| Q. What will happen to my frequent flyer miles?your tickets. A. Miles from both programs earned both before and after the merger will be honored. Customers with a membership in both programs will Day 2 and Beyond: As the Dust Settles... have unused miles automatically combined next year under the new ese won’t be the last of the Qs to cross passengers’ minds, so the media Dividend Miles program. team continues to work with marketing and the media to pose a new round of questions, digging into details of the frequent flyer program,Q. Where can I earn and burn miles? codeshare, and more. In |
| addition, an entire “sitelet,” also known as a A. Members will be able to accrue and redeem miles under either mini-Web site, is in the works, ready to address the questions of millions program. To redeem miles, Dividend Miles members must do so of passengers during the transition. e site will be accessible through through US Airways, FlightFund members through America West. usairways.com and americawest.com, and can be accessed directly at www.usairwaysinfo.com. |
| PLANE DEAL 3 |
| P L A N E D E A L |
| New Pass Policy |
| GENERAL HIGHLIGHTS INCLUDE: |
| e new policy will be effective in early 2006, with an interim travel agreement in the meantime. Although we currently don’t have a firm date for the ’06 kick-off, we’ll continually communicate progress with employees and plan to announce a solid date in the weeks to come. |
| Effective on Oct. 5, AWA and US will have an interim reciprocal travel agreement and a combined company dress code. |
| · Active employees, spouses or domestic partners and dependent children fly for free on both carriers, using ID100 passes. Boarding will be after each respective carrier’s employees, but before OAL employees. |
| · America West’s dress code will be the new company’s dress code. |
| · Travelers can enjoy a far expanded route network, stretching to all corners of North America, plus the Caribbean, Europe, and Hawaii. |
| Effective in early 2006, the entire policy will be in place. |
| · An active employee will have the option to designate a “registered guest” for unlimited leisure travel, if the employee does not have a spouse or domestic partner. |
| · Also, for a year or so, we are going to allow employees of both airlines the opportunity to “try on the other airline’s boarding priority for size.” is means that the method of non-rev boarding will be based on which airline you’re flying. |
| · If you’re flying AWA or AWA Express aircraft, you’ll board according to check-in time. |
| · If you’re flying US Airways or US Airways Express aircraft, you’ll board by seniority. |
| · US Companion Passes and AWA Flexi Passes become “Guest Passes,” effective in early ‘06. Eight round trip passes are distributed annually and priced based on mileage. |
| · Retirees continue to receive generous benefits. |
| · “Vacation passes” allow all active employees to travel twice per year at the highest SA boarding priority. Retirees receive one pass per year. |
| · Automation for all employees is coming in the first quarter 2006. is means both US and AW employees will be able to do the following via the employee web site: |
| · Check flight loads |
| · List for flights |
| · Check-in for flights |
| Today, the combined America West and US Airways announced to employees and their family members the combined airline’s pass policy. Highlights, stated above, include features of both former programs, and introduce an “innovative” method for determining non-rev boarding priority: status quo. |
| e vast majority of the new policy will be effective in early 2006, to allow time for automation; however an interim reciprocal travel agreement has been put into place, effective Oct. 5, 2005. e dress code is also effective immediately. Come early ‘06, the entire policy will be effective, including provisions for boarding priorities, registered guests, free travel, and guest passes. Following are summaries of some of the highlights; however this is not the comprehensive policy. Everyone’s situation is unique, and this report only scratches the surface. A more comprehensive policy is available at www.awaCompass.com. |
| Boarding Priorities (Effective in phases; Oct. 5 and early 2006) Without a doubt, the most important aspect of the pass policy centers on how non-revs are boarded. |
| Q. Why are AWA |
| Seniority or first come/first serve. Many employees have sent legitimate concerns about this topic sinceemployees getting fewerthe merger was announced. On the US side, concerns center on using something different than seniority |
| Flexi Passes? That seems likeboarding and concerns on the AWA side are also about changing from a first come/first serve process.a takeaway. |
| Both have legitimate points, and quite frankly, there isn’t a solution that is a win-win for everyone. |
| A. Flexi Passes are being replaced |
| Some may claim that a first come/first serve is the most fair way since it puts everyone on a levelwith Guest Passes, which come withplaying field; others make the point that |
| they’ve worked hard for many years and seniority boardingsimplified pricing, meaning they’reis the last thing they have left. Both of those are true sentiments, and the one thing we can all agreeeasier and less expensive to use. So,on is that this one is not decision to be taken lightly.true, employees may have fewer, but we anticipate that employees Because it is easy to criticize the unknown (who really likes change?), it is appropriate that everyonewill find more value in them.have the opportunity to try the other’s system out for a period of time. Employees may think they will hate seniority boarding, but until they actually try it out, they won’t know for sure. Likewise, US Airways employees may think first come/first serve sounds awful, but they deserve the chance to try that out too. It’s kind of like insisting you hate broccoli without ever having tried it (ok, we actually don’t like broccoli unless it has a big glob of cheese sauce on it, but that’s besides the point). |
| PLANE DEAL 4 |
| P L A N E D E A L |
| Pass Policy...continued from page 4 |
| Boarding Priorities Feedback |
| roughout the year, we’ll want to hear feedback from employees, and that feedback will be rolled up to the Steering Committee as well as reported back to employees through our internal communication channels. Let us know about your non-rev boarding experiences, what you like, what you don’t like, etc. by writing to us at: |
| Row23middle@usairways.com |
| Don’t expect a personal response every time to e-mails sent to this address, but know that your opinions are being read and noted. We know there will be massive feedback (keep it family friendly too) and the purpose of that feedback is to give leadership a better idea of which policy should be adopted long-term. e boarding priority try on program will work like this: |
| Boarding Priorities Phase 1 Starting Oct. 5 through early 2006, active employees and certain family members can travel for free on each other’s airlines (AWA on US Airways or vice versa). Travel will be arranged through each respective company’s ticketing locations/methods and will be at an ID100 rate (meaning free), with the following priorities: |
| · AWA employees on US Airways: S5HP |
| · US Airways employees on AWA: SA3C |
| · Don’t get hung up on a 5 or a 3 in the boarding priorities; although different in number, these are equivalent rankings based on how the airlines board. Both of these enable boarding after active employees and retirees, but before OAL employees. |
| Travel for parents and retirees will be at a service charge rate of $15 per direction plus segment and security fees and any applicable taxes systemwide, excluding Europe and Hawaii (which will be $40 per direction plus segment and security fees and international taxes). |
| As of Oct. 5, boarding priorities remain status quo on each employee’s “original” airline, meaning an AWA employee continues to board on AWA according to check-in time and a US Airways employee boards US Airways according to seniority. |
| Boarding Priorities Phase 2 Effective in early 2006, boarding priority will be based on which airline you’re flying. If you’re flying AWA, you’ll board according to check-in time. If you’re flying US Airways, you’ll board by seniority. is strategy will allow every employee to test out both systems and, at the end of 2006, a more permanent solution may be put into place. |
| Boarding Priority Summary |
| · Starting with the effective date in early 2006, the approach of boarding differently by airline will be a “try-out.” |
| · Employee feedback regarding their boarding priority preferences is welcome at row23middle@usairways.com. |
| · roughout the year, employee feedback will be collected and will help in determining a final boarding policy for the combined airline. |
| · Automation is on its way, meaning checking loads, listing and online check-in will be available to all employees in the first quarter 2006 via the employee web site, http://thehub.usairways.com. |
| Boarding Priority Recap Former US Airways Former America West New US Airways |
| Boarded by seniority. Unaccompanied Boarded by check-in time. Pass travelers are Effective Oct. 5: AWA employee continues eligible family members travel at the boarded on a first-come, first-served basis to board on AWA according to check-in employee’s seniority. within their boarding priority. Maximum time and a US Airways employee boards check-in time is four hours before flight and US Airways according to seniority. Travel may be accomplished online. on each other’s airlines will be facilitated through ID100 passes.Effective in early 2006: ID 100 passes are no longer needed. On US Airways flights, the new company will maintain seniority boarding for employees and eligible family. On HP aircraft, travelers will maintain check-in time for both US and HP employees and eligible family. |
| PLANE DEAL 5 |
| P L A N E D E A L |
| Pass Policy...continued from page 5 |
| Dress Code (Effective Oct. 5) |
| e combined company’s dress code will go into effect immediately. After all, is it ever too early to be comfortable?! e new policy reflects America West’s former policy, which allows casual wear in Coach and business casual in First Class. |
| Dress Code Recap |
| Former US Airways Former America West New US Airways Coach: For men, business dress, including Coach: Shorts, jeans, t-shirts and sneakers are Coach: Shorts, jeans, t-shirts and sneakers are slacks, or clean jeans with a collared dress/ permitted in good taste. permitted in good taste.First Class: Business leisure shirt. For women, dresses, suits, capri casual, such as golf shirts, khakis, black denim, pants, slacks or neat, clean jeans with blouse First Class: Business casual, such as golf shirts, open-toed dress sandals. or sweater. First Class: For men, a collared khakis, black denim, open-toed dress sandals. shirt or sweater with coordinated dress slacks are required. Women wear dresses, suits, dress skirts, dress capri pants or dress slacks with coordinated blouse or sweater. Dress shoes are required. |
| Registered Guests (Effective in early 2006) For the first time at America West – and inline with US Airways’ current policy – unmarried active employees and those without domestic partners will be able to select one “registered guest” who will travel unlimited for free (but have imputed payroll tax impact to the employee). |
| Registered guests join spouses, parents, dependent children, non-dependent children (to age 35) and parent-in-law (if parents are deceased) as eligible members who have unlimited travel privileges with US Airways. |
| Registered Guests Recap Former US Airways Former America West New US Airways |
| Eligible unlimited travelers include spouse, Eligible unlimited travelers include spouse, Eligible unlimited travelers include spouse, domestic partner, child, parent (mother, father, partner, dependent or non-dependent domestic partner, dependent children to age step parents or adoptive parents), registered children, parents (biological or adoptive or 19 unless full-time student to age 25, non-guest. step), parents-in-law if parents deceased. dependent children to age 35, parents, parents-in-law if parents are deceased, registered guest who is at least 18 years of age. |
| Free Travel (Effective in early 2006) |
| Travel for active employees, spouses, and dependent children will continue to be free on both airlines. Registered guests and domestic partners will also travel for free, but have imputed payroll tax impact to the employee. Parents will pay $15 per direction plus segment/security fees system wide excluding Europe and Hawaii (which is $40 per direction plus segment/security fees and international taxes). Non-dependent children and parents-in-law pay guest pass rate under a new mileage-based system (see “Guest Pass” explanation below for mileage computations). |
| Free Travel Recap Former US Airways Former America West New US Airways |
| Free travel for active employees of US Airways Active employees of AWA and spouse and Free travel for employees, spouse and and US Airways Express and for eligible family dependent children fly for free. Parents pay dependent children. Parents pay $15 per members, paying taxes on only international $15 per direction plus segment and security direction plus segment/security fees system travel. fees. Non-dependent children and parents- wide excluding Europe and Hawaii (which is in-law pay fair market value. Partners are free $40 per direction plus segment/security fees with imputed tax. and international taxes). Non-dependent children and parents-in-law pay guest pass rate under new mileage-based system. Domestic partners and registered guests travel free but have imputed payroll tax impact to the |
| employee.PLANE DEAL 6 |
| P L A N E D E ; A L |
| Pass Policy...continued from page 6 |
| Guest Passes (Effective in early 2006) US Airways’ former Companion Passes and AWA’s Flexi Passes will now become “Guest Passes.” Each active employee will receive eight round trip passes annually. Prices will be based on mileage, as spelled out below. |
| Guest Passes Recap Former US Airways Former America West New US Airways |
| Employees are eligible to purchase up to eight Employees are eligible to earn from 24-40 Eight Guest Passes per year/per employee are round-trip, 90 percent reduced rate space “Flexi-pass” coupons per year based on part distributed electronically. available companion passes per year. ID90 or full-time status and attendance. In turn, reduction applies to the highest unrestricted these coupons can be used in a variety of ways, Prices are based on mileage: coach class (Y) fare. ranging from guest passes to upgrades to pet $25o/w 0-500 miles transportation. $30o/w 501-1000 miles $40o/w 1001+ miles $100o/w Europe and Hawaii |
| Segment and security fees and international taxes apply over and above the prices listed above. |
| Retiree Travel (Effective in early 2006) Retirees at the combined airline will merge the two former policies into one that uses AWA’s age requirement, with US Airways’ family eligibility guidelines – a win/win, when you compare the two policies. |
| Retiree Travel Recap |
| Former US Airways Former America West New US Airways |
| Eligible at 55 years of age and 10 years service. Eligible at 50 years of age and 10 years Eligible at 50 years of age and 10 years Retirees with 25 years service and spouse/ |
| service. service. partner receive free pass travel. Other family members eligible for service pay a fee. Retirees America West retiree, spouse and dependent Retirees with 25 years service and spouse/ travel at S3 priority. children are eligible for unlimited travel free partner receive free pass travel. Other family on AWA. members eligible for service pay a fee. Retirees with less than 25 years service, and their spouse or partner, are eligible for service Priority is SA3P – one level below active Retirees with less than 25 years service, and charge travel of $20 OW/$40 RT domestic employees. Parents, non-dependent children their spouse or partner, are eligible for service and $40 OW/$80 RT international. ey and formerly eligible parents-in-law are no charge travel of $15 OW domestic and $40 receive four companion passes per year. longer eligible once employee retires. ey OW to Hawaii and Europe. receive six Flexi Pass coupons per year. Eligibility includes parents and non-dependent children up to age 35. |
| Q. Are old Flexi Passes useless?Receive four guest passes and one SA1A. The benefits folks are determiningpriority option electronically per year in travelthe plan for old Flexi Passes, which willprofile (allowing one round trip at highestlikely include a trade-in program. However, atspace available priority for employee and anythis point, they’re still working out the details accompanying eligible family members).and we’ll communicate progress with employees. In the meantime, continue to use the passes and don’t throw them away. We’ll announce the plan soon. |
| PLANE DEAL 7 |
| P L A N E D E A L |
| Pass Policy...continued from page 7 |
| Additional Information: Critical to Understanding the Policy |
| e new policy addresses the items above as well as dozens of other topics, such as retiree travel, cabin pets, upgrades, and baggage claim. In addition, it details critical eligibility requirements, codes of conduct, and more. Before you go any further with registering or collecting documentation, read through the policy, posted on the employee travel section of www.awaCompass.com (for America West employees) and at http://thehub.usairways.com (for US Airways employees). Find details on the following topics and more: Leave of absence travel Children in First Class Furlough travel Personal cargo shipments Emergency travel Cabin and cargo pets Retirees travel Excess and oversized baggage, sporting equipment Intern travel Human remains shipments Travel by surviving spouse or domestic partner Dependent children qualifications Temporary employee travel New Hire pass travel eligibility Positive space leisure travel for employees OAL reduced rate ticketing Post-termination travel Pass Bureau activities outside realm of employee travel Travel upgrades Baggage claim policy Travel identification requirements SA1 Vacation Passes |
| Look for more details and a firm date to come as the “early 2006” phase is assigned a solid date. (We know – you want to make your travel plans!) |
| Feedback is welcome throughout the transition process, as well as through 2006, as we “try out” each other’s boarding priority methods. Feedback will be accepted via e-mail at row23middle@usairways.com. |
| Q. Why is the policy coming in phases? A. Merging the two policies requires a tremendous amount of technical work behind-the-scenes. Imagine, |
| Q. Who really not only do all employees, dependents, etc. wins out here, US Airways have to be compiled into one system, but the employees or America West technologies group is also working to make employees? online PBTs, listing, and check-in possible for all A. Honestly (and we’re not just being employees. cheerleaders), it’s an advantageous policy for employees coming from both airlines. The new policy Still, we know employees are anxious to try out introduces innovations like a registered partner option the new route system, so an Oct. 5 interim (new to AWA) and “vacation passes,” which are new to plan has been put into place, which US. In addition, both will enjoy reasonably-priced “guest includes free travel (ID100) on each passes” and the retiree policy reflects AWA’s generous age other’s airlines. allowance, along with US’ leeway for family eligibility. As for |
| boarding priority, the “try it out” period will allow Visit employees to test each airline’s method – first come/ www.awaCompass. first serve on AWA and seniority on US – for about com for more Pass a year’s time. See the entire communication for Policy Q&As. TRAVEL clarification. Bottom line – and to quote Doug CENTER>>Combined Parker – this is the best travel policy in the Pass Policy industry. |
| PLANE DEAL 8 |
| P L A N E D E A L |
| F A Q s F r o m The channels of communication are open and employees are using them to ask good Y O U questions. Here are some recently submitted questions: |
| Q: I received my benefits enrollment informationlooking to catch up to us in terms of lowering When it relates to flight numbers, bookingin the mail. Why are we getting AWA-specifictheir costs. If you look in the rearview mirror, information, etc., the HP will be around asinformation? Does this mean that the newyou can almost see them coming over the long as the HP operating certificate exists,company will use AWA’s plan?horizon! which may be two or three years from now. e A: It’s true that the AWA 2006 Annual HP moniker identifies the flight as an America Enrollment Guide packets have been arrivingQ: I clicked on LCC on my Ameritrade account.West operated flight, which we’ll continue to in homes throughout the past two weeks.It brought up some copper company on thedo under the AWA operating certificate. What this means is that we’re progressingAMEX. What’s that all about? Q: Are we really considering buying outwith benefits as a stand-alone company, since A: Stock in the new company will be tradedSouthwest’s stake of ATA?combined company benefits have not yet been on the New York Stock Exchange. e A: YES. Just kidding!!! Chalk this one up determined. Likewise, US Airways employees copper company you’re referring to is traded to a market rumor, and our stance is not to will receive their enrollment info from their on the American Stock Exchange (AMEX). comment on market rumors. However, we benefits team in the October time frame. Shareholders and investors know to look for can’t resist adding that this sounds like some our airline on the NYSE (America West was kind of crazy talk given we are about to embark For 2006, plan on completing benefits traded on the NYSE) so we’re not concerned on merger two large airlines! To be politically information as you have in the past. Any about confusion from investors. As a side note, correct, however, we will give the standard “we updates to benefits for the merged company we anticipate LCC will start trading on day 1, don’t comment on market rumors” statement will be communicated company-wide; however, which is next Tuesday, September 27. and end our answer (stop rambling already)! those decisions will take some time, meaning open enrollment will proceed and benefits will remain status quo for now.Delta and Northwest’s bankruptcy filings shouldn’t impact the industry |
| Look for more details (such as when and howvery much in the short-term unlessto enroll) in the packet itself, and we’ll continue to update employees on any new benefitsthey reduce significant capacityinformation. |
| Q: Will the Chapter 11 filing of Delta and Q: Does the company have any plans for a new Northwest affect us in any positive or negative US Airways Federal Credit Union? |
| way?A: ere aren’t any plans for a new US Airways A: Delta and Northwest’s bankruptcy filings Credit Union; however the current America shouldn’t impact the industry very much in West Credit Union will continue to serve the short-term unless they reduce significant employees of the new company pending any capacity (which would be a positive thing and future decisions.Jeff McClelland speaks to pilotswhich they’ve already started to do).at the Sept. 21 pilot lunch. |
| Q: When will we begin using the UW identifier |
| In terms of what they’ll be able to do whileinstead of HP?in bankruptcy, it’s likely that we’ll see them go A: HP appears in multiple locations, so we’ll through something similar to what we (we’re answer this one in relation to the two most saying “we” since in a matter of days, it will visible places: the aircraft “N” number and the likely be “us”!) went through during the last two flight numbers. bankruptcies at US Airways. In other words, it probably won’t be pretty. In the meantime, On the aircraft registration number, aircraft we’ll stay focused on our own challenges, most that were originally delivered to America notably our merger. It isn’t out of the question West will always have an AW ending to its that these bankruptcies could prompt more registration number. However, any new aircraft consolidation and that makes our situation delivered to the new company will likely use a all the more compelling. Our competition is UW designator. |
| PLANE DEAL 9 |
| P L A N E D E A L |
| GAME OF THE WEEK Following is legal language, which we’re required to print on each internal and |
| Each week, we’ll follow an NFL game starring America West and US Airways cities,external publication related to the merger.while getting to know a little bit about the stations. |
| 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.Cleveland Browns (CLE) at Indianapolis Colts (IND)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; the1:00 pm ET, Sun. on CBSability 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 impactCLE – US Stationof 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 attract28 employeesand 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, including12 daily flights (5 CLT, 7 PHL) 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 Predictions: 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 CLE 17 – IND 10, Dan Patterson, Customer Service Agents 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 CLE 21 – IND 14, Karen Pridgen, Customer Service Agents 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 CLE 21 – IND 7, Meg Nelson, Customer Service Agents 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 CLE 24 – IND 21, Bob Mitchell, Station Manager 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 CLE 26 – IND 21, Michelle Willis, Customer Service Supervisor 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 state-CLE — HP Stationment 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 the20 employeesterms 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 to4 daily flights (3 PHX, 1 LAS)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/ameri-cawest/edgar.cfm and http://investor.usairways.com/edgar.cfm, respectively. |
| Predictions: ADDITIONAL INFORMATION AND WHERE TO FIND IT |
| In connection with the proposed merger transaction, US Airways Group and America West IND 21 – CLE 14, Kelly Casper, Relief Supervisor have filed a Registration Statement on Form S-4 and other documents with the Securities and Exchange Commission (Registration No. 333-126162) containing a joint proxy state-IND 21 – CLE 13, Patty Bergen, Customer Service Agent ment/prospectus regarding the proposed transaction. WE URGE INVESTORS TO READ |
| THE REGISTRATION STATEMENT AND PROXY STATEMENT AND OTHER RELATED IND 35 – CLE 21, Michelle Delfre, Customer Service Agent 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 state-CLE 21 – IND 14, Chris Ondercjak, Customer Service Agent ment, as well as other filed documents containing information about US Airways Group and America West (when available) at http://www.sec.gov, the SEC’s website. Free copies CLE 27 – IND 17, Cindy Bucci, Relief Supervisor 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 Group’s SEC filings are also available on US Airways Group’s website at http://inves-IND – HP Station tor.usairways.com/edgar.cfm or by request to Investor Relations, US Airways Group, Inc., 2345 Crystal Drive, Arlington, VA 22227. |
| 35 employeesThis 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,2 daily flights (2 PHX)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 |
| Predictions: America West, US Airways Group 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 IND 28 – CLE 10, Brian Wynkoop, Fleet Services Agent 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 IND 42 – CLE 7, Steve Corbin, Ramp Lead Meeting filed with the SEC on April 15, 2005. Information regarding the officers and directors of US Airways Group 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 participants, and IND 35 – CLE 21, Marshall Chambers, Fleet Services Agent 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. |
| IND 28 – CLE 10, Laura Nelson, Customer Service Relief SupervisorPREDICTIONSIND 24 – CLE 13, James Grice, Customer Service Relief Supervisor |
| IND – US StationP L A N E D E A LWe didn’t forget you, but we’ll revisit IND later in the season.SEPTEMBER 23, 2005 ISSUE NINETEEN |
| Plane Deal is a weekly publication created byLAST WEEK’S RECAPCor |
| porate Communications to keep employees informed during the merger process. |
| Minnesota Vikings (MSP) at Cincinnati Bengals (CVG) |
| E d i t o r : Peggy Sailer |
| Final Score: CVG 37 — MSP 8Contact: (480) 693-3770 |
| While none of the employee predictions we listed last week guessed them e r g e r @ a m e r i c a w e s t . c o mexact score, CVG — US Express Station Manager Pam Powell had the closest prediction with CVG 27 — MSP 10. |
| PLANE DEAL |
| 10 |
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 Group” 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 Group’s 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 Group, 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 Group’s ability to continue as a going concern; US Airways Group’s 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 Group 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 Group 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 Group to obtain and maintain normal terms with vendors and service providers; US Airways Group’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 proceedings on US Airways Group’s liquidity or results of operations; the ability of US Airways Group to operate pursuant to the terms of its financing facilities (particularly the financial covenants); the ability of US Airways Group 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 Group’s 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 Group 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 merger transaction, US Airways Group and America West have filed a Registration Statement on Form S-4 and other documents with the Securities and Exchange Commission (Registration No. 333-126162) containing a preliminary joint proxy statement/prospectus regarding the proposed transaction. The proxy statement/prospectus will be mailed to stockholders of America West after the registration statement is declared effective by the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND OTHER RELATED 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, as well as other filed documents containing information about US Airways Group and America West (when available) 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 Group’s SEC filings are also available on US Airways Group’s website at http://investor.usairways.com/edgar.cfm or by request to Investor Relations, US Airways Group, Inc., 2345 Crystal Drive, Arlington, VA 22227.
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 Group 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 Group 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.