Saw this on another web site. Interesting read:
Has there been another filing with the SEC regarding the July Filing that changed the "merger" to an aquisition?
To: The "We Bought You" Bunch
CC: Record
From: Don M. Hollerbach CPA/ABV, CFE, FCPA, CVA, CDFA
Date: 5/12/2007
Re: The Painful Truth—God Forbid—The Truth
Well, gentlemen, here we go again with the ADD group repeatedly trying to reeducate them what the word "Merger" really means. I was going to use a Venn diagram but rejected that pictorial as insulting. What "Merger" means is that there was a marriage and each member of the wedding party brought
something to the union. Granted the groom had a broken leg and the bride had a big old ugly hairy wart on her nose, but it was a marriage nonetheless.
In this case AWA brought their operation, US brought their operation plus financing in the new entity to the tune of $565 million in new equity financing (see highlighted excerpt below). The verbiage below was from the SEC filings and unlike the AWA Merger Committee who asserts that unless their CEO is under Sarbanes Oxley and SEC disclosure constraints lies in everything he says, this excerpt is under such guidelines. So, for the love of God, people, will everyone please get over this "We bought you" mentality? AWA couldn't buy Doug a beer let alone an airline or even the assets of an airline. AWA was burning cash and was headed for Chapter 11……………sorry but AWA had been there before and was going to see the judge again. (Kirby's "Project Zanzibar")
Agreement to Merge with Subsidiary of U.S. Airways Group.
On May 19, 2005, US Airways Group, Holdings and Merger Sub, a wholly
owned subsidiary of US Airways Group, entered into the Merger Agreement. 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 Holdings, with Holdings continuing as the surviving corporation. The merger is expected to create the first full-service airline with the consumer-friendly pricing structure of a low-fare carrier.
In the merger, holders of Holdings Class A common stock will receive 0.5362 of a share of new US Airways Group common stock for each share of Holdings Class A common stock they own, and holders of Holdings Class B common stock will receive 0.4125 of a share of new US Airways Group common stock for each share of Holdings Class B common stock they own, on the terms specified in the Merger Agreement. The merger is one of a series of transactions that require the approval of the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, in the pending bankruptcy proceeding of US Airways Group and its domestic subsidiaries. The other transactions that must be approved by the bankruptcy court, as part of a comprehensive plan of reorganization of US Airways Group and its
domestic subsidiaries, include receipt by US Airways Group of new equity
financing concurrently with the merger. US Airways Group has entered
into agreements with new equity investors which have agreed to contribute
a total of $565 million in equity to the reorganized US Airways Group, subject to a variety of conditions, including confirmation of the plan of reorganization and completion of the merger. The merger is a key component of the plan of reorganization and is also conditioned upon, among other things, the receipt of at least $375 million from these equity investors. The plan of reorganization contemplates the cancellation of existing US Airways Group common stock and the issuance of new shares of reorganized US Airways Group upon emergence from the bankruptcy proceedings and in connection with the merger.
On June 30, 2005, US Airways Group filed the plan of reorganization and its related disclosure statement with the Bankruptcy Court. Assuming that US Airways Group receives $565 million in equity financing at the effective time of the merger, we expect that former America West Holdings stockholders will hold approximately 37% of new US Airways Group common stock outstanding immediately following the merger. Certain former US Airways Group creditors and new equity investors as a group will hold approximately 11% and 52%,
respectively, of new US Airways Group common stock outstanding immediately following the merger. In each case, those percentages are subject to dilution as a result of any additional equity issuances, including as a result of the proposed rights offering discussed below, and are subject to
certain assumptions concerning the likely exchange of certain convertible
debt and securities that are dilutive at the per share purchase price paid by the equity investors for new US Airways Group common stock shortly after
the merger. The merger cannot be completed unless Holdings' stockholders adopt the merger agreement and approve the merger. The obligations of
Holdings and US Airways Group to complete the merger are also subject
to the satisfaction or waiver of several other conditions, including clearance from regulatory agencies.
On June 23, 2005, the U.S. Department of Justice notified Holdings and US Airways that the Department has completed its review of the proposed merger of the two airlines and that the waiting period under the Hart-Scott Rodino AntitrustImprovements Act of 1976 will expire without a formal request from the Department for additional information.
--Source AMERICA WEST AIRLINES INC Form 10-Q on 07/21/05
Question Any Other NXCub Drivers Out There?
