US Airways Group Inc – ‘8-K’ for 10/3/05

On:  Monday, 10/3/05, at 5:25pm ET   ·   For:  10/3/05   ·   Accession #:  950172-5-3192   ·   File #:  1-08444

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     26K 
 2: EX-10       Exhibit 10.1 - Supp Indenture 1                       28±   114K 
 3: EX-10       Exhibit 10.2 - Guarantee & Exchange Agmt Supp 1       12±    47K 

8-K   —   Current Report
Document Table of Contents

8-K
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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)

September 27, 2005

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

 (Exact Name of Registrant as specified in their charters)

Delaware                           US Airways Group, Inc. 54-1194634    
(State of Incorporation                                                 
  of registrant)                        (I.R.S. Employer Identification No.)

 111 West Rio Salado Parkway, Tempe Arizona, 85281
(Address of principal executive offices)
(480) 693-0800
(Registrant's 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                    

On September 27, 2005, US Airways Group, Inc. (the "Company") 
consummated the transactions contemplated by it's plan of reorganization,       
including its previously announced merger transaction (the "Merger") with       
America West Holdings Corporation ("Holdings") pursuant to the Agreement and    
Plan of Merger, dated as of May 19, 2005, among the Company, Holdings and       
Barbell Acquisition Corp., a Delaware corporation and a wholly owned subsidiary 
of the Company. As a result of the Merger, Holdings became a wholly owned       
subsidiary of the Company.                                                      

Supplemental Indenture                                                          

       In connection with the completion of the Merger, the Company executed
and delivered to Wilmington Trust Company (the "Trustee"), a Supplemental       
Indenture No. 1, dated as of September 27, 2005 (the "Supplemental Indenture"), 
in accordance with the Indenture dated as of January 18, 2002 (the "Indenture") 
between the Company and the Trustee providing for the issuance of Holdings' 7.5%
Convertible Senior Notes due 2009 (the "2009 Notes"). The Supplemental Indenture
provides, among other things, that (i) upon conversion of the 2009 Notes after  
the completion of the Merger, each of the 2009 Notes shall be convertible into  
shares of common stock the Company, (ii) the Company unconditionally guarantees 
the full and punctual payment of principal of, and interest on, the 2009 Notes  
when due, whether at maturity, by acceleration, by redemption or otherwise and  
all other monetary obligations of Holdings under the Indenture and the 2009     
Notes, and the full and punctual performance with applicable grace periods of   
all other obligations of Holdings under the Indenture and the 2009 Notes (the   
"US Airways Group Guarantee") and (iii) the Company unconditionally and         
irrevocably guarantees all monetary obligations of America West Airlines, Inc.  
under the Guaranty, dated as of January 18, 2002 (the "AWA Guarantee"), of      
America West Airlines, Inc. in favor of the holders of the 2009 Notes and the   
Trustee and the full and punctual performance within applicable grace periods of
all other obligations of America West Airlines, Inc. under the AWA Guarantee and
the 2009 Notes (the "Additional US Airways Group Guarantee", and together with  
the US Airways Group Guarantee, the "US Airways Group Guarantees") and extends  
to the holders of the 2009 Notes certain rights and privileges in connection    
with the US Airways Group Guarantees. A copy of the Supplemental Indenture is   
attached as Exhibit 10.1 hereto. The description of the Supplemental Indenture  
above is qualified in its entirety by reference to the full text of the         
Supplemental Indenture.                                                         

Guarantee and Exchange Agreement Supplement                                     

       In connection with the completion of the Merger, the Company executed
and delivered to U.S. Bank National Association (the "7.25% Trustee"), a        
Guarantee and Exchange Agreement Supplement No. 1, dated as of September 27,    
2005 (the "Supplement"), in accordance with the Guarantee and Exchange          
Agreement, dated as of July 30, 2003 (the "Guarantee and Exchange Agreement"),  
between the Company and the 7.25% Trustee in connection with the issuance of the
7.25% Senior Exchangeable Notes Due 2023 (the "Exchangeable Notes"). The        
Supplement provides, among other things, that (i) upon exchange of the          
Exchangeable Notes by the holders, the Company may, at the Company's option,    
deliver common stock of the Company and (ii) the Company absolutely,            
unconditionally and irrevocably guarantees the Exchangeable Notes, the          
obligations of Holdings under the Exchangeable Notes and the Guarantee and      
Exchange Agreement. A copy of the Supplement is attached as Exhibit 10.2 hereto.
The description of the Supplement described above is qualified in its entirety  
by reference to the full text of the Supplement.                                

Item 2.03         Creation of a Direct Financial Obligation or an Obligation    
under an Off-Balance Sheet Arrangement                                          

   On September 27, 2005, in connection with the Merger, the Company
unconditionally guaranteed the due and punctual payment of principal of, and    
interest on, and all other amounts due under the following:                     

o   approximately $91 million outstanding under the 2009 Notes; and   

 o   approximately $87 million outstanding under the Exchangeable Notes.

    The 2009 Notes are convertible into shares of the Company's common
stock. The 2009 Notes will mature on January 18, 2009 unless earlier converted  
or redeemed.                                                                    

      Completion of the Merger constituted a "change of control" under the
Exchangeable Notes and will require America West Airlines, Inc. to make an offer
to purchase those notes within 30 days after the effective time of the Merger at
a purchase price of $343.61 per $1,000 principal amount at maturity. Under the  
terms of the Exchangeable Notes and the related Supplement, America West        
Airlines, Inc.'s obligation to purchase the Exchangeable Notes may be satisfied 
at the Company's election by delivery of shares of the Company's common stock   
having a "fair market value" of not less than $343.61 per $1,000 principal      
amount at maturity for a total of $86.8 million plus an additional $1.1 million 
of accrued but unpaid interest. For this purpose, "fair market value" means 95% 
of the average market price of the Company's common stock calculated over the   
five business days ending on the third business day before the purchase date.   

Item 9.01         Financial Statements and Exhibits                             

(d)      Exhibits                                             

The following exhibits are filed with this report.            

Exhibit No.      Description                                              
-----------      -----------                                              

  10.1         Supplemental Indenture No. 1, dated as of September 27,
                 2005, among America West Holdings Corporation, US Airways
 Group, Inc. and Wilmington Trust Company.

      10.2         Guarantee and Exchange Agreement Supplement No. 1, dated at
          of September 27, 2005, among America West Holdings
                  Corporation, US Airways Group, Inc. and U.S. Bank National
Association.                            

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. These forward looking statements may be identified by words such as    
"may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," 
"could," "should," and "continue" and similar terms used in connection with     
statements regarding the outlook of US Airways Group (the "Company"), expected  
fuel costs, the RASM environment, and expected financial performance. Such      
statements include, but are not limited to, statements about the benefits of the
business combination transaction involving America West Holdings Corporation and
US Airways Group, including future financial and operating results, the combined
companies' plans, objectives, expectations and intentions and other statements  
that are not historical facts. Such statements are based upon the current       
beliefs and expectations of the Company's management and are subject to         
significant risks and uncertainties that could cause the Company's actual       
results and financial position to differ materially from these statements. Such 
risks and uncertainties include, but are not limited to, the following: the     
ability of the Company to obtain and maintain any necessary financing for       
operations and other purposes (including compliance with financial covenants);  
the ability of the Company to maintain adequate liquidity; the impact of changes
in fuel prices; the impact of economic conditions; changes in prevailing        
interest rates; the ability to attract and retain qualified personnel; the      
ability of the companies to attract and retain customers; the ability of the    
Company to obtain and maintain commercially reasonable terms with vendors and   
service providers; the cyclical nature of the airline industry; competitive     
practices in the industry, including significant fare restructuring activities  
by major airlines; labor costs; security-related and insurance costs; weather   
conditions; government legislation and regulation; relations with unionized     
employees generally and the impact and outcome of the labor negotiations; the   
impact of global instability including the potential impact of current and      
future hostilities, terrorist attacks, infectious disease outbreaks or other    
global events; the impact of the resolution of remaining claims in US Airways   
Group's Chapter 11 proceedings; the ability of the Company to fund and execute  
its business plan following the Chapter 11 proceedings and the merger; and other
risks and uncertainties listed from time to time in the companies' 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 publicly update any             
forward-looking statement to reflect actual results, changes in assumptions or  
changes in other factors affecting such estimates other than as required by law.
Additional factors that may affect the future results of the Company are set    
forth in the filings of US Airways Group and America West Holdings with the SEC,
which are available at www.usairways.com and www.americawest.com, respectively. 

8-K
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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: October 3, 2005                   By:   /s/ James E. Walsh III            
                                         ---------------------------------
                  James E. Walsh III
                         Senior Vice President and
               General Counsel

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 EXHIBIT INDEX

Exhibit No.      Description                                              
-----------      -----------                                              

  10.1         Supplemental Indenture No. 1, dated as of September 27,
                 2005, among America West Holdings Corporation, US Airways
 Group, Inc. and Wilmington Trust Company.

      10.2         Guarantee and Exchange Agreement Supplement No. 1, dated at
          of September 27, 2005, among America West Holdings
                  Corporation, US Airways Group, Inc. and U.S. Bank National
Association.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		1/18/09		1
Filed on / For Period End:		10/3/05		2					8-K,  S-8
		9/27/05		1		3			3,  3/A,  4,  425,  8-K,  S-1/A
		5/19/05		1					8-K
		7/30/03		1					8-K
		1/18/02		1
									List all Filings