FORT WORTH, Texas and
TEMPE, Ariz., Dec. 2, 2013 /PRNewswire/ -- AMR Corporation
(OTCQB: AAMRQ) and US Airways Group, Inc. (NYSE: LCC) are providing
details over the course of the equity distribution period that
investors and creditors may find useful, corresponding to each of
the key equity distribution dates under AMR's Plan of
Reorganization (Plan) and the companies' Agreement and Plan of
Merger (Merger Agreement). Today, the companies are providing
an estimate of the total number of shares of American Airlines
Group Inc. common stock that may be issued pursuant to the Plan and
the Merger Agreement. Upon closing of the merger contemplated by
the Merger Agreement, the common and preferred shares to be issued
by American Airlines Group Inc. will trade on the NASDAQ Global
Select Market under the ticker symbols "AAL" and "AALCP,"
respectively, and will be issued to former US Airways Group, Inc.
common shareholders and to AMR Corporation stakeholders as
indicated under the Plan.
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Using the price of $23.4815 per
share calculated from the 20 trading day average closing price of
US Airways Group, Inc. common stock beginning November 1, 2013 and ending November 29, 2013, or the Share Determination
Date, US Airways Group, Inc. has a fully diluted share count as
defined in the Merger Agreement of 211,698,617 shares. Therefore,
under the Merger Agreement the number of shares available for AMR
stakeholders will be 544,361,824 and the total AAL share count will
be 756,060,441.
20 Trading Day
Average Close Price
|
$23.4815
|
|
|
US Airways Fully
Diluted Shares1/
|
211,698,617
|
Shares for AMR
Stakeholders
|
544,361,824
|
Total AAL Common
Share Count
|
756,060,441
|
|
1/ Per definition in
Merger Agreement
|
Pursuant to the Plan, shares of AAL common stock will be
distributed to AMR stakeholders over time, principally over the 120
day period beginning at the date of closing of the merger, which is
expected to be December 9, 2013.
American Airlines Group Inc. will provide updates as to the number
of shares outstanding as of closing and at the subsequent
distribution dates.
Capitalized terms used but not otherwise defined herein shall
have the meanings given to them in the Plan and the Merger
Agreement.
About American Airlines
American Airlines focuses on
providing an exceptional travel experience across the globe,
serving more than 270 airports in nearly 50 countries and
territories. American's fleet of nearly 900 aircraft fly more than
3,500 daily flights worldwide from hubs in Chicago, Dallas/Fort
Worth, Los Angeles,
Miami and New York. American flies to nearly 100
international locations including important markets such as
London, Madrid, Sao
Paulo and Tokyo. With more
than 500 new planes scheduled to join the fleet, including
continued deliveries of the Boeing 737 family of aircraft and new
additions such as the Boeing 777-300ER and the Airbus A320 family
of aircraft, American is building toward the youngest and most
modern fleet among major U.S. carriers. American's website,
AA.com®, provides customers with easy access to check
and book fares, and personalized news, information and travel
offers. American's AAdvantage® program, voted Airline
Program of the Year at the 2013 Freddie Awards, lets members redeem
miles for flights to almost 950 destinations worldwide, as well as
flight upgrades, vacation packages, car rentals, hotel stays and
other retail products. The airline also offers nearly 40 Admirals
Club® locations worldwide providing comfort,
convenience, and an environment with a full range of services
making it easy for customers to stay productive without
interruption. American is a founding member of the
oneworld® alliance, which brings together some of
the best and biggest airlines in the world, including global brands
like British Airways, Cathay Pacific, Iberia Airlines, Japan
Airlines, LAN and Qantas. Together, its members serve nearly 900
destinations served by more than 10,000 daily flights to more than
150 countries. Connect with American on Twitter @AmericanAir or
Facebook.com/AmericanAirlines. American Airlines, Inc. and American
Eagle Airlines, Inc. are subsidiaries of AMR Corporation. AMR
Corporation common stock trades under the symbol "AAMRQ" on the
OTCQB marketplace, operated by OTC Markets Group.
About US Airways
US Airways, along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves 193 communities in the U.S., Canada, Mexico, Europe, the Middle
East, the Caribbean,
Central and South America. The
airline employs more than 33,000 aviation professionals worldwide,
operates the world's largest fleet of Airbus aircraft and is a
member of the Star Alliance network, which offers its customers
more than 21,900 daily flights to 1,328 airports in 195 countries.
Together with its US Airways Express partners, the airline serves
approximately 80 million passengers each year and operates hubs in
Charlotte, N.C., Philadelphia, Phoenix and Washington, D.C. Aviation Week and Overhaul
& Maintenance magazine presented US Airways with the 2012
Aviation Maintenance, Repair and Overhaul (MRO) of the Year Award
for demonstrating outstanding achievement and innovation in the
area of technical operations. Military Times Edge magazine named US
Airways as a Best for Vets employer for the past three years. US
Airways was, for the third year in a row, the only airline included
as one of the 50 best companies to work for in the U.S. by LATINA
Style magazine's 50 Report. For more company information visit
usairways.com, follow on Twitter @USAirways or at
Facebook.com/USAirways.
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 Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement on Form S-4,
which includes a proxy statement of US Airways that also
constitutes a prospectus of the Company, and US Airways has filed
with the SEC its definitive proxy statement on Schedule 14A. The
Company and US Airways have mailed the proxy statement/prospectus
to US Airways security holders. INVESTORS AND SECURITY HOLDERS OF
US AIRWAYS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of the proxy statement/prospectus and other documents
containing important information about the Company and US Airways
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by US Airways 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 the Company can be
obtained free of charge on the Company'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.
Cautionary Statement Regarding Forward-Looking Statements and
Information
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 the Company'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: the challenges and costs of the proposed transaction,
including integrating operations and achieving anticipated
synergies; the price of, market for and potential market price
volatility of common stock of the ultimate parent entity following
the closing of the proposed transaction; significant liquidity
requirements and substantial levels of indebtedness of the combined
company following the closing; potential limitations on the use of
certain tax attributes following the closing; failure of the
proposed transaction to be completed; and other economic, business,
competitive, and/or regulatory factors affecting the business of
the combined company after the closing and the businesses of US
Airways and the Company generally, including those set forth in the
filings of US Airways and the Company 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 and the proxy
statement/prospectus related to the proposed transaction. Any
forward-looking statements speak only as of the date hereof or as
of the dates indicated in the statements. Neither the Company 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.
SOURCE AMR Corporation