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US Airways Group Inc, et al. – ‘8-K’ for 8/18/05

On:  Monday, 8/22/05, at 11:10am ET   ·   For:  8/18/05   ·   Accession #:  701345-5-64   ·   File #s:  1-08442, 1-08444

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 8/22/05  US Airways Group Inc              8-K:1       8/18/05    1:16K
          US Airways Inc

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     17K 


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report
(Date of earliest event reported)

August 18, 2005

US Airways Group, Inc.
(Debtor-in-Possession)
(Commission file number: 1-8444)

and

US Airways, Inc.
(Debtor-in-Possession)
(Commission file number 1-8442)

(Exact Names of Registrants as specified in their charters)

Delaware                              US Airways Group, Inc.  54-1194634
(State of Incorporation         US Airways, Inc. 53-0218143
of both registrants)               (I.R.S. Employer Identification Nos.)

2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 872-7000
(Registrants' telephone number, including area code)
 

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement

     
In connection with the September 12, 2004 Chapter 11 filing by US Airways Group, Inc. ("US Airways Group") and its domestic subsidiaries (collectively, the "Debtors"), the Air Transportation Stabilization Board ("ATSB") and the lenders under the $1 billion term loan financing substantially guaranteed by the ATSB (the "ATSB Loan") agreed to authorize US Airways Group to continue to use cash collateral securing the ATSB Loan on an interim basis. US Airways Group has access to the cash collateralizing the ATSB Loan as working capital, subject to certain on-going conditions and limitations. This interim agreement was approved by the bankruptcy court on September 13, 2004 as part of the first day motions, and the bankruptcy court approved two subsequent agreements extending US Airways Group's ability to use the cash collateral, including an agreement approved on January 13, 2005 extending US Airways Group's use of cash collateral through June 30, 2005 ("Supplemental Cash Collateral Agreement"), subject to certain conditions and limitations. On June 23, 2005 and July 21, 2005, the bankruptcy court approved agreements reached by US Airways Group with the ATSB to extend the Supplemental Cash Collateral Agreement to July 29, 2005 and August 19, 2005, respectively. On August 18, 2005, US Airways Group and the ATSB agreed to extend the Supplemental Cash Collateral Agreement to the earlier of October 25, 2005 or the effective date of the Debtors' plan of reorganization. The August 18th extension also will allow US Airways Group, under certain circumstances, to retain approximately 40 percent of the proceeds from the sale of certain designated assets on which the ATSB holds liens. The August 18th extension will require US Airways Group, among other conditions, to maintain a weekly minimum unrestricted cash balance which decreases periodically during the term of the extension from $325 million to $200 million. US Airways Group must also maintain and achieve certain cumulative earnings levels during the period, as defined in the agreement. Further, US Airways Group must comply with restrictions on its ability to make capital expenditures.


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.

                                                                                SIGNATURES
                                                                                --------------------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


                                                             US Airways Group, Inc. (REGISTRANT)



Date: August 22, 2005                      By:    /s/ Anita P. Beier                         
                                                              Anita P. Beier
                                                              Senior Vice President-Finance and Controller
                                                              (Chief Accounting Officer)

 

                                                             US Airways, Inc. (REGISTRANT)

Date: August 22, 2005                      By:    /s/ Anita P. Beier                         
                                                              Anita P. Beier
                                                              Senior Vice President-Finance and Controller
                                                              (Chief Accounting Officer)


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
10/25/05
Filed on:8/22/05
8/19/05425
For Period End:8/18/05425
7/29/05425,  8-K
7/21/058-K
6/30/0510-Q,  10-Q/A,  425
6/23/05425,  8-K
1/13/058-K
9/13/044,  8-K
9/12/044
 List all Filings 
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Filing Submission 0000701345-05-000064   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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