AWA, US Airways PBGC Buffalo case .....
On May 19,2005, US Airways Group entered into an agreement and plan of merger with America
West Holdings.
1
To accomplish the merger, US Airways Group created a wholly-owned subsidiary,
Barbell Acquisition Corporation. US Airways Group then merged Barbell into America West
Holdings by exchanging all ofthe shares ofBarbell (which were shares ofUS Airways Group) for all
of the shares of America West Holdings. The stock of America West Holdings was then cancelled,
and any holder of that stock before the transaction received a pro rata amount of US Airways Group
stock. To complete the transaction, Barbell's corporate identity was extinguished and America West
Holdings became a wholly-owned subsidiary of US Airways Group.
2
The merger transaction cannot
be characterized asan asset purchase by America West Holdings. Charts of the pre-merger and post­
merger corporate structures are at Enclosure 3.
US Airways, the company that employed you, was a wholly-owned subsidiary of US Air Group
before and after the merger. Following the merger, US Airways continued to exist as a separate
corporate entity and remained a certificated air carrier and subsidiary of US Airways Group. A W A
was a wholly owned subsidiary of America West Holdings ·before and after the merger. US Airways
and AW A both continued operating after the merger of their respective parent companies. You
correctly note that the merger agreement filed with the SEC states that after Barbell Acquisition
Corporation and America West Holdings merged, Barbell's corporate existens:e ceased and America
West Holding will be the survivor' corporation. This fact does not impact the corporate identity of
your employer, US Airways Inc.
For a period of time after the merger, US Airways and A W A each operated as a certificated air
carrier. On September 25, 2007, AWA surrendered its Federal Aviation Administration ("FAA")
operating certificate and all mainline airline operations were subsequently conducted under
US Airways' FAA operating certificate.
3
A WA transferred substantially all of its assets and
liabilities to US Airways. US Airways Group contributed 100% of its equity interest in America
West Holdings to US Airways. As a result of the transfer, America West Holdings and AWA
became wholly-owned subsidiaries of US Airways. You remained employed with US Airways
throughout these transactions. The transactions did not result in your being employed by a different
employer.
In the supplemental material you submitted you assert the transaction between US Airways and
America West should be characterized as an asset purchase. As already discussed, the Board
disagrees with your assertion. As established by the SEC filings, including the Agreement and Plan
of Merger, the transaction between US Airways Group and America West Holdings was a merger.
America West Holdings was treated as the acquiring company in the merger for accounting purposes
only.
4
The Board concludes that based on all of the evidence presented, you have remained
employed with US Airways, Inc., the Employer as defined by the Plan.
As already discussed, the Board disagrees with your assertion. As established by the SEC filings, including the Agreement and Plan of Merger, the transaction between US Airways Group and America West Holdings was a merger. America West Holdings was treated as the acquiring company in the merger for accounting purposes only. (That last line is BS)
