UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2012
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-8444 | | 54-1194634 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
111 West Rio Salado Parkway Tempe, Arizona | | 85281 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 693-0800
N/A
(Former name or former address if changed since last report.)
US AIRWAYS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 1-8442 | | 53-0218143 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
111 West Rio Salado Parkway Tempe, Arizona | | 85281 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 693-0800
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On August 31, 2012, US Airways Group, Inc. and AMR Corporation jointly released a press release announcing that they have entered into a non-disclosure agreement. A copy of the press release is attached hereto as Exhibit 99.1.
On August 31, 2012, W. Douglas Parker, the Chairman and Chief Executive Officer of US Airways Group, Inc. and US Airways, Inc., released an employee letter. A copy of the letter is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit | | Description |
| |
| 99.1 | | Press Release dated August 31, 2012 |
| |
| 99.2 | | Employee Letter dated August 31, 2012 |
Forward Looking Statements
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements can be identified by the words, “believes,” “views,” “expects,” “projects,” “hopes,” “could,” “will,” “intends,” “should,” “estimate,” “would,” “may,” “anticipates,” “plans” and other similar words. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking information, and are based on the Company’s current expectations, estimates, forecasts and projections. There can be no assurance that a business combination between the Company and AMR Corporation will be implemented, or the terms thereof. Investors are also urged to review the factors affecting the business of the Company generally, including those set forth in the filings of the Company with the Securities and Exchange Commission, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its annual reports on Form 10-K and quarterly reports on Form 10-Q, current reports on Form 8-K and other SEC filings. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions or updates to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, US Airways Group, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | US AIRWAYS GROUP, INC. |
| | | |
| Date: August 31, 2012 | | | | By: | | /s/ Stephen L. Johnson |
| | | | | | Stephen L. Johnson |
| | | | | | Executive Vice President, Corporate and Government Affairs |
Pursuant to the requirements of the Securities Exchange Act of 1934, US Airways, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | US AIRWAYS, INC. |
| | | |
| Date: August 31, 2012 | | | | By: | | /s/ Stephen L. Johnson |
| | | | | | Stephen L. Johnson |
| | | | | | Executive Vice President, Corporate and Government Affairs |
EXHIBIT INDEX
| | |
Exhibit | | Description |
| |
| 99.1 | | Press Release dated August 31, 2012 |
| |
| 99.2 | | Employee Letter dated August 31, 2012 |
