UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
(US AIRWAYS GROUP, INC. LOGO)
US AIRWAYS GROUP, INC.
(DEBTOR-IN-POSSESSION)
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive, Arlington, Virginia 22227
(Address of principal executive offices, including zip code)
(703) 872-7000
(Registrant's telephone number, including area code)
(Commission file number: 1-8444)
(I.R.S. Employer Identification No.: 54-1194634)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
----- -----
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
----- -----
As of April 22, 2005, there were outstanding approximately 51,621,000
shares of US Airways Group, Inc. Class A common stock and 5,000,000 shares of US
Airways Group, Inc. Class B common stock.
EXPLANATORY NOTE
US Airways Group, Inc. ("US Airways Group") is filing this Amendment No. 1
to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 solely
to refile with the Form 10-Q a revised version of two exhibits (Exhibits 10.3
and 10.6). Included in this filing are (1) the complete text of Item 6 of Part
II, including the list of exhibits pursuant to Item 6.A. of Part II, (2) the
signature page and (3) the certifications required by Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, which have been re-executed and
re-filed as of the date of the Amendment as Exhibits 31.3 and 31.4,
respectively.
With the exception of the foregoing, no other information in the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 has been supplemented,
updated or amended.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
DESIGNATION DESCRIPTION
- ----------- -----------
10.1 First Supplemental Order (I) Authorizing Debtors' Use of Cash
Collateral (II) Providing Adequate Protection Pursuant to
Bankruptcy Rules 4001(b) and 4001(d) (incorporated by reference to
Exhibit 99.1 to US Airways Group's Current Report on Form 8-K
dated January 13, 2005)
10.2 Junior Secured Debtor-in-Possession Credit Facility Agreement
dated as of February 18, 2005 among US Airways, Inc., a Debtor and
Debtor-in-Possession under Chapter 11 of the Bankruptcy Code as
Borrower, US Airways Group, Inc., PSA Airlines, Inc., and Material
Services, Inc., Debtors and Debtors-in-Possession under Chapter 11
of the Bankruptcy Code as Guarantors, and Eastshore Aviation, LLC,
as Lender (incorporated by reference to Exhibit 99 to US Airways
Group's Current Report on Form 8-K dated February 28, 2005)
10.3 Investment Agreement dated as of March 15, 2005, among Wexford
Capital LLC, Republic Airways Holdings Inc., US Airways Group,
Inc. and US Airways, Inc. (portions of this exhibit have been
omitted pursuant to a request for confidential treatment and filed
separately with the SEC)
10.4* Amendment No. 14, to the A319/A320/A321 Purchase Agreement dated
as of October 31, 1997 between AVSA, S.A.R.L., and US Airways
Group, Inc., executed on December 22, 2004 (portions of this
exhibit have been omitted pursuant to a request for confidential
treatment and filed separately with the SEC)
10.5* Amendment No. 15 to the A319/A320/A321 Purchase Agreement dated as
of October 31, 1997 between AVSA, S.A.R.L., and US Airways Group,
Inc., executed on January 17, 2005 (portions of this exhibit have
been omitted pursuant to a request for confidential treatment and
filed separately with the SEC)
10.6 Amendment No. 8 to the A330/A340 Purchase Agreement dated as of
November 24, 1998 between AVSA, S.A.R.L., and US Airways Group,
Inc., executed on December 22, 2004 (portions of this exhibit have
been omitted pursuant to a request for confidential treatment and
filed separately with the SEC)
10.7* Amendment No. 9 to the A330/A340 Purchase Agreement dated as of
November 24, 1998, between AVSA, S.A.R.L., and US Airways Group,
Inc., executed on January 17, 2005 (portions of this exhibit have
been omitted pursuant to a request for confidential treatment and
filed separately with the SEC)
10.8* Post-Petition Purchase Agreement Modification and Aircraft
Financing Term Sheet between US Airways, Inc. and EMBRAER -
Empresa Brasileira de Aeronautica S.A., executed on December 16,
2005
10.9* Amendment No. 6 dated as of January 24, 2005 to Embraer Aircraft
Purchase Agreement dated as of May 9, 2003 between US Airways
Group, Inc. and Empresa Brasileira de Aeronautica S.A. (portions
of this exhibit have been omitted pursuant to a request for
confidential treatment and filed separately with the SEC)
31.1* Certification of the Principal Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)
31.2* Certification of the Principal Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)
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31.3 Certification of the Principal Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)
31.4 Certification of the Principal Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) (Section 302 of the Sarbanes-Oxley Act
of 2002)
32.1* Certifications pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- ----------
* Filed with the original filing of this Quarterly Report on Form 10-Q on May
4, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
US Airways Group, Inc. (Registrant)
Date: August 10, 2005 By: /s/ Anita P. Beier
------------------------------------
Anita P. Beier
Senior Vice President-Finance
and Controller
(Chief Accounting Officer)
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