That's true kamchaser ... I'm still a little hopeful.
and AAviator, you bit .....
..... Iv'e been in this way to long to care who owns who and who signs my check. Happy Valentines Day bro ... I love ya! Change of Control, the New American Airlines and the PBGC
- Thread starter usa1
- Start date
That's true kamchaser ... I'm still a little hopeful.
and AAviator, you bit .....
..... Iv'e been in this way to long to care who owns who and who signs my check. Happy Valentines Day bro ... I love ya! I hope that this all works out in the employees favor. Everyone still there deserves it. You've all been through a lot, but I think in this situation, you are once again going to get the $h1+ end of the stick. Good Luck............
"which has adopted the Plan by appropriate written instrument executed pursuant to the authority of its board of directors"
This could be key?
Yesterday all managers were sent furlough packages and told that Doug Parker is the only non-contract employee, today, that has a guaranteed job with the new American Airlines Group Inc. Most of them will be fine though. This may be their way of starting over at the new company, enabling them to qualify and start their PBGC pension and keep working. How will this play out with the rest of us with a contract?
AMR customer service agents do not have a contract? US Airways agents have one? Or at least we did?
AMR customer service agents do not have a contract? US Airways agents have one? Or at least we did?
http://www.faqs.org/...RLINES-INC_8-K/
Agreement and Plan of Merger
On February 13, 2013, AMR Corporation, a Delaware corporation (“AMR” or the “Company&rdquo😉, US Airways [background=yellow]Group[/background], Inc., a Delaware corporation (“US Airways&rdquo😉, and AMR Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMR (“Merger Sub&rdquo😉, entered into an Agreement and Plan of Merger (the “Merger Agreement&rdquo😉, providing for a business combination of AMR and US Airways. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into US Airways (the “Merger&rdquo😉, with US Airways as the surviving corporation and as a wholly owned subsidiary of AMR. The Merger Agreement and the transactions contemplated thereby, including the Merger, are subject to the approval of the Bankruptcy Court (as defined below), and are to be effected pursuant to a plan of reorganization (the “Plan&rdquo😉 of AMR and certain of its direct and indirect domestic subsidiaries (the “Debtors&rdquo😉 in connection with their currently pending cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the “Bankruptcy Code&rdquo😉 in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court&rdquo😉. The Plan is subject to confirmation and consummation in accordance with the requirements of the Bankruptcy Code.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of the respective parties, if the Merger is completed, US Airways stockholders will receive one share of common stock of AMR (“New American Common Stock&rdquo😉 for each share of US Airways common stock. The aggregate number of shares of New American Common Stock issuable to holders of US Airways equity instruments (including stockholders, holders of convertible notes, optionees and holders of restricted stock units) will represent 28% of the diluted capitalization of AMR after giving effect to the Plan. The remaining 72% equity ownership of AMR will be distributable, pursuant to the Plan to the Debtors’ stakeholders, labor unions and certain employees.
All of the equity interests in the reorganized AMR will be issued solely pursuant to the Merger Agreement or the Plan. All existing AMR common stock and other equity interests in AMR will be cancelled pursuant to the Plan, although, as set forth below, holders of such equity interests are expected to receive a recovery in the form of New American Common Stock.
The Merger is intended to qualify, for federal income tax purposes, as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides that, upon consummation of the Merger, the board of directors of the combined company will initially consist of 12 members, composed of (i) Thomas W. Horton, AMR’s current chairman, chief executive officer and president, who will serve as chairman of the combined company until the earlier of (A) one year after the closing of the Merger and (the day immediately prior to the first annual meeting of stockholders of the combined company (provided that such meeting will not occur prior to May 1, 2014), (ii) W. Douglas Parker, US Airways’ current chief executive officer, who will serve as chief executive officer of the combined company and will serve as chairman of the combined company following the end of Mr. Horton’s term, (iii) two independent directors designated by AMR, (iv) three independent directors designated by US Airways, and (iv) five independent directors designated by a search committee consisting of representatives of the Official Committee of Unsecured Creditors of the Debtors and certain representatives of creditors signatory to the support agreements with AMR referred to below, one of whom will serve as lead independent director. Subject to applicable law, prior to the Merger, Messrs. Horton and Parker will engage in a planning process for integration purposes. The combined company will have its corporate headquarters at AMR’s current corporate headquarters in Ft. Worth, Texas. Immediately after the effective time of the Merger AMR will change its name to “American Airlines [background=yellow]Group[/background] Inc.”.
Read more: http://www.faqs.org/.../#ixzz2KzNhhOfZ
Agreement and Plan of Merger
On February 13, 2013, AMR Corporation, a Delaware corporation (“AMR” or the “Company&rdquo😉, US Airways [background=yellow]Group[/background], Inc., a Delaware corporation (“US Airways&rdquo😉, and AMR Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AMR (“Merger Sub&rdquo😉, entered into an Agreement and Plan of Merger (the “Merger Agreement&rdquo😉, providing for a business combination of AMR and US Airways. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into US Airways (the “Merger&rdquo😉, with US Airways as the surviving corporation and as a wholly owned subsidiary of AMR. The Merger Agreement and the transactions contemplated thereby, including the Merger, are subject to the approval of the Bankruptcy Court (as defined below), and are to be effected pursuant to a plan of reorganization (the “Plan&rdquo😉 of AMR and certain of its direct and indirect domestic subsidiaries (the “Debtors&rdquo😉 in connection with their currently pending cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the “Bankruptcy Code&rdquo😉 in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court&rdquo😉. The Plan is subject to confirmation and consummation in accordance with the requirements of the Bankruptcy Code.
Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of the respective parties, if the Merger is completed, US Airways stockholders will receive one share of common stock of AMR (“New American Common Stock&rdquo😉 for each share of US Airways common stock. The aggregate number of shares of New American Common Stock issuable to holders of US Airways equity instruments (including stockholders, holders of convertible notes, optionees and holders of restricted stock units) will represent 28% of the diluted capitalization of AMR after giving effect to the Plan. The remaining 72% equity ownership of AMR will be distributable, pursuant to the Plan to the Debtors’ stakeholders, labor unions and certain employees.
All of the equity interests in the reorganized AMR will be issued solely pursuant to the Merger Agreement or the Plan. All existing AMR common stock and other equity interests in AMR will be cancelled pursuant to the Plan, although, as set forth below, holders of such equity interests are expected to receive a recovery in the form of New American Common Stock.
The Merger is intended to qualify, for federal income tax purposes, as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides that, upon consummation of the Merger, the board of directors of the combined company will initially consist of 12 members, composed of (i) Thomas W. Horton, AMR’s current chairman, chief executive officer and president, who will serve as chairman of the combined company until the earlier of (A) one year after the closing of the Merger and (the day immediately prior to the first annual meeting of stockholders of the combined company (provided that such meeting will not occur prior to May 1, 2014), (ii) W. Douglas Parker, US Airways’ current chief executive officer, who will serve as chief executive officer of the combined company and will serve as chairman of the combined company following the end of Mr. Horton’s term, (iii) two independent directors designated by AMR, (iv) three independent directors designated by US Airways, and (iv) five independent directors designated by a search committee consisting of representatives of the Official Committee of Unsecured Creditors of the Debtors and certain representatives of creditors signatory to the support agreements with AMR referred to below, one of whom will serve as lead independent director. Subject to applicable law, prior to the Merger, Messrs. Horton and Parker will engage in a planning process for integration purposes. The combined company will have its corporate headquarters at AMR’s current corporate headquarters in Ft. Worth, Texas. Immediately after the effective time of the Merger AMR will change its name to “American Airlines [background=yellow]Group[/background] Inc.”.
Read more: http://www.faqs.org/.../#ixzz2KzNhhOfZ
In short, bankrupt AMR is labeled Merger Sub, Inc and is merged into US Airways Group, Inc or “US Airways” with US Airways the survivor.
Then the two become a wholly owned part of AMR Corporation.
And then immediately after the official merger AMR Corporation will change its name to American Airlines Group Inc.
Then all the airplanes are label American?
Now it's up to the PBGC to tell us who we work for?
Then the two become a wholly owned part of AMR Corporation.
And then immediately after the official merger AMR Corporation will change its name to American Airlines Group Inc.
Then all the airplanes are label American?
Now it's up to the PBGC to tell us who we work for?
mike33
Veteran
- Joined
- Nov 7, 2007
- Messages
- 2,252
- Reaction score
- 1,128
Most important is
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.[sup]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. [/sup]
[sup]THE CERTIFICATE MAY CERTAINLY BE THE KEY !![/sup]
How would a Collective Bargaining Agreement help us with the PBGC?
Argument with the PBGC the last time US Airways was taken over ... and renamed http://www.pbgc.gov/%5CDocuments%5Capbletter%5CDecision--U.S.-Airways-2011-06-20.pdf
How the name goes away this time .... http://www.faqs.org/sec-filings/130214/AMERICAN-AIRLINES-INC_8-K/#ixzz2KzNhhOfZ
Argument with the PBGC the last time US Airways was taken over ... and renamed http://www.pbgc.gov/%5CDocuments%5Capbletter%5CDecision--U.S.-Airways-2011-06-20.pdf
How the name goes away this time .... http://www.faqs.org/sec-filings/130214/AMERICAN-AIRLINES-INC_8-K/#ixzz2KzNhhOfZ
Thank you! I hope so!
For business purposes the FAA Operating Certificate has nothing to do with how the company is financially structured in the merger, the OC only has to do with the airline and the FAA, not the articles of incorporation.
