Filed by AMR Corporation
Commission File No. 1-8400
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: US Airways Group, Inc.
Commission File No. 001-8444
Note: On February 14, 2013, this communication was distributed to certain international country managers of AMR Corporation.
Key Messages for International Unions
WHAT WILL THE NEW AIRLINE LOOK LIKE?
| • | This is an historic day for us. American and US Airways have agreed to join together to create the new American Airlines – a premier global carrier. |
| • | After months of exhaustive analysis, we concluded that a merger is the best outcome for our company and our people. |
| • | We will have an expanded global network, a strong financial foundation, a modern, efficient fleet and the industry’s best people. In all, we will have more than 6,700 daily flights to 336 destinations in 56 countries across the globe. |
| • | Customers will have access to more choices and increased service across the combined company’s larger worldwide network and through an enhanced oneworld® Alliance – including joint businesses with British Airways and Iberia across the Atlantic and with Japan Airlines and Qantas across the Pacific – creating more options for travel and benefits both domestically and internationally. |
| • | We expect to keep all hubs now served by both airlines and expand service in non-hub cities, providing more travel options for our customers and more opportunity for our people. |
| • | The new American’s headquarters will be in Dallas-Fort Worth, with the combined company also keeping a significant presence in Phoenix. |
WHY NOW?
| • | Our hard work at restructuring over the course of the last year resulted in making our airline better. We accomplished a lot in a very short amount of time. We now have real momentum as we move to improve our operations, renew the fleet and modernize our airline. |
| • | American’s many strengths, combined with the significant progress we’ve made in our restructuring, allowed us to shape a deal that works. Many experienced financial analysts, including American’s advisors, have evaluated the potential of the merger, and have concluded that it will deliver real value to our financial stakeholders, our partners and our people. |
WHAT DOES THIS MEAN FOR UNIONIZED WORKGROUPS?
| • | In the immediate future, there won’t be a lot of significant changes. We will continue to operate as separate and independent carriers. The most important thing we can all do now is keep our focus on our customers and take care of each other. |
| • | As part of our international team, there is an added level of complexity because we must ensure that any changes take into account the unique labor and legal environments of each country. Throughout the process, we will work with each of our international workgroups and appropriate government regulators. |
| • | In international markets currently served by American and US Airways, a successful merger will require a successful integration of operations and workgroups, which will take time and effort. Between now and closing of the merger, which we expect to occur in the third quarter later this year, a transition team made up of people from both airlines will develop a carefully constructed integration process to help assure a smooth transition. |
WHAT ABOUT LONG-TERM IMPROVEMENTS?
| • | Employees of the combined airline will benefit from being part of a company with a more competitive and stable financial foundation. This will lead to more opportunities for our team. |
| • | Upon completion of the merger, we will be in a better position to compete and win against Delta, United and other global carriers, which means long-term stability and career growth for our people. The merger creates a path for competitive compensation and benefits and more opportunities for all employees. |
| • | When the merger is complete, we will have even greater ability to invest in our business. We plan to continue to introduce new products and technologies to deliver a comfortable, connected travel experience for our customers. |
HOW LONG WILL ALL OF THIS TAKE? WHEN WILL THE MERGER BE COMPLETE?
| • | This merger requires Bankruptcy Court approval of our Plan of Reorganization and various regulatory and US Airway stockholder approvals before the merger can be closed. We expect that to occur in the third quarter later this year. Using previous airline mergers as a guide, it could then take a year or two before we are fully integrated. |
| • | Additional information on this process and other merger news and developments is available on www.NewAmericanArriving.com. |
Additional Information and Where To Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction between AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways”) will be submitted to the stockholders of US Airways for their consideration. AMR expects to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a prospectus of AMR and a proxy statement of US Airways, and US Airways expects to file with the SEC a definitive proxy statement on Schedule 14A. AMR and US Airways also plan to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF US AIRWAYS ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about AMR and US Airways, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by US Airways, when and if available, can be obtained free of charge on US Airways’ website at www.usairways.com or by directing a written request to US Airways Group, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281, Attention: Vice President, Legal Affairs. Copies of the documents filed with the SEC by AMR, when and if available, can be obtained free of charge on AMR’s website at www.aa.com or by directing a written request to AMR Corporation, P.O. Box 619616, MD 5675, Dallas/Fort Worth International Airport, Texas 75261-9616, Attention: Investor Relations or by emailing investor.relations@aa.com.
US Airways, AMR and certain of their respective directors, executive officers and certain members of management may be deemed to be participants in the solicitation of proxies from the stockholders of US Airways in connection with the proposed transaction. Information about the directors and executive officers of US Airways is set forth in its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 27, 2012. Information about the directors and executive officers of AMR is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on February 15, 2012. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the prospectus and proxy statement and other relevant materials when and if filed with the SEC in connection with the proposed transaction.
Cautionary Statement Regarding Forward-Looking Statements
This document includes 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,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “forecast” and other similar words. These forward-looking statements are based on AMR’s and US Airways’ current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: failure of a proposed transaction to be implemented; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of US Airways and AMR generally, including those set forth in the filings of US Airways and
AMR with the SEC, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings, including the registration statement, proxy statement and prospectus. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. Neither AMR nor US Airways assumes any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements except as required by law.