America West Holdings Corporation Announces Results of Stockholder Vote on the Adoption of the Merger Agreement With US Airways
13 September 2005 - 8:12PM
PR Newswire (US)
Merger Proposal Receives America West Stockholder Approval PHOENIX,
Sept. 13 /PRNewswire-FirstCall/ -- America West Holdings
Corporation (NYSE:AWA), parent company of low-fare carrier America
West Airlines, Inc., today announced results of its special meeting
of stockholders to vote on the proposed merger agreement with US
Airways. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050223/LAW097LOGO)
Stockholders holding voting rights of Class B America West stock
voted in favor of the merger with the breakout as follows: 85.2
percent voted for the merger, 4.4 percent voted against and 10.4
percent abstained. Stockholders holding voting rights of Class A
America West stock voted in favor of the merger, with 100 percent
voting for the merger. The result is the merger agreement has
received America West stockholder approval with 95.5 percent of
total voting shares in favor of the merger. America West Chairman,
President and CEO Doug Parker said, "Today's results reflect
overwhelming support for our proposed merger with US Airways, which
will create a stronger airline that offers improved job stability
for our employees, expanded service for our customers and a more
long-term, viable investment for our stockholders. With US Airways
final bankruptcy court hearing scheduled for later this week, we
anticipate closing our merger with US Airways at the end of
September as previously scheduled." The US Airways and America West
merger will create the first full-service, low-cost nationwide
airline, with a pricing structure offering a network of low-fare
service to over 200 cities across the U.S., Canada, Mexico, Latin
America, the Caribbean and Europe, and amenities that include an
extensive frequent flyer program, airport clubs, assigned seating
and First Class cabin service. The airlines will operate under the
US Airways brand and will be headquartered in Tempe, Ariz. The
merger is expected to close in late September. (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,
which reflect the current views of US Airways Group with respect to
current events and financial performance. You can identify these
statements by forward-looking words such as "may," "will,"
"expect," "intend," "anticipate," "believe," "estimate," "plan,"
"could," "should," and "continue" or similar words. These
forward-looking statements may also use different phrases. Such
forward-looking statements are and will be, as the case may be,
subject to many risks, uncertainties and factors relating to the
company's operations and business environment which may cause the
actual results of the company to be materially different from any
future results, express or implied, by such forward-looking
statements. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are
not limited to, the following: the ability of the company to
continue as a going concern; the ability of the company to obtain
and maintain any necessary financing for operations and other
purposes, whether debtor-in-possession financing or other
financing; the ability of the company to maintain adequate
liquidity; the ability of the company to absorb escalating fuel
costs; the company'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 the company to develop, prosecute, confirm
and consummate one or more Plans of Reorganization with respect to
the Chapter 11 proceedings and to consummate all of the
transactions contemplated by one or more such Plans of
Reorganization or upon which consummation of such plans may be
conditioned; risks associated with third parties seeking and
obtaining court approval to terminate or shorten the exclusivity
period for the company 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 the company to obtain and
maintain normal terms with vendors and service providers; the
company's ability to maintain contracts that are critical to its
operations; the potential adverse impact of the Chapter 11
proceedings on the company's liquidity or results of operations;
the ability of the company to operate pursuant to the terms of its
financing facilities (particularly the financial covenants); the
ability of the company to fund and execute its business plan during
the Chapter 11 proceedings and in the context of a Plan of
Reorganization and thereafter; the ability of the company to
attract, motivate and/or retain key executives and associates; the
ability of the company to attract and retain customers; the ability
of the company to maintain satisfactory labor relations; demand for
transportation in the markets in which the company operates;
economic conditions; labor costs; financing availability and costs;
security-related and insurance costs; competitive pressures on
pricing (particularly from lower-cost competitors) and on demand
(particularly from low-cost carriers and multi-carrier alliances);
weather conditions; government legislation and regulation; impact
of the continued military activities in Iraq; other acts of war or
terrorism; and other risks and uncertainties listed from time to
time in the company's reports to the SEC. There may be other
factors not identified above of which the company is 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 company assumes no obligation to update
such estimates 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 Plan of Reorganization ultimately confirmed, can
affect the value of the company's various prepetition liabilities,
common stock and/or other equity securities. Accordingly, the
company urges that the appropriate caution be exercised with
respect to existing and future investments in any of these
liabilities and/or securities. ADDITIONAL INFORMATION AND WHERE TO
FIND IT In connection with the proposed merger transaction, US
Airways Group has filed a Registration Statement on Form S-4
(Registration No. 333-126162), which includes a proxy statement of
America West Holdings, and other documents with the Securities and
Exchange Commission. The proxy statement/prospectus was mailed to
stockholders of America West Holdings after the registration
statement was declared effective by the SEC on August 11, 2005. WE
URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY
STATEMENT/PROSPECTUS AND OTHER RELATED MATERIALS CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement and
proxy statement/prospectus as well as other filed documents
containing information about US Airways Group and America West
Holdings at http://www.sec.gov/, the SEC's Web site. Free copies of
America West Holdings' SEC filings are also available on America
West Holdings' Web site 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 Web
site 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 be 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 Holdings, 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 Holdings' stockholders
with respect to the proposed transaction. Information regarding the
officers and directors of America West Holdings 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.
-AWA- http://www.newscom.com/cgi-bin/prnh/20050223/LAW097LOGO
http://photoarchive.ap.org/ DATASOURCE: America West Holdings
Corporation CONTACT: Carlo Bertolini of America West Holdings
Corporation, +1-480-693-5729
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