July 1, 1982 - Piedmont eyes PIT opens the Dayton hub with 16 daily flights to 9 destinations.
1983 - Piedmont buys Henson Airlines, an X-USAir feeder based in Salisbury, MD - this was the first time in aviation history a certified airline has owned its own regional partner. The plan was to use smaller aircraft to get BWI up and running with an eye on a once Eastern strong hold PHL that was becoming an USAir strong hold. Howard planned to move connecting psgrs from PHL to BWI just like he had already done with Easterns hub in ATL moving them to CLT.
July 15, 1983 - Piedmont opens the Baltimore/Washington hub with 29 daily flights to 14 destinations offering connections from the Northeast to the mid-Atlantic and Florida, a direct attack on USAir and PHL.
1985 – Piedmont sees LCC’s coming, institutes a B-scale for its new-hire work force.
February 1, 1986 - Piedmont Airlines acquires Empire Airlines based in Utica/Rome, NY. As an operator of 15 Fokker F28 twinjets, Empire has a compatible fleet and a large presence in USAir’s important upstate New York and New England markets.
Spring, 1986 – USAir wants to talk; Bill Howard holds closed door meetings with certain executives at USAir concerning a possible business combination between Piedmont and USAir.
May 1, 1986 – Empire Airlines merges with Piedmont. With the merger Piedmont gains 1,000 new employees, 15 F28-4000's, a hub in Syracuse and adds 10 new cities to its route map for a greatly enhanced presence in USAir’s northeast. Piedmont now has 1,177 daily departures to 87 airports (111 cities) in 27 states, the District of Columbia and two Canadian cities and it is clearly evident that Bill Howard’s focus has shifted from CLT and his X-Eastern Airlines to USAir’s northeast.
May 28, 1986 - At Piedmonts annual stockholder meeting, eyeing a Norfolk and Southern deal, an amendment to the corporate charter passes requiring any potential buyer to pay for the stock in cash, and pay a fair price to each stockholder, as determined by the performance of Piedmont stock on the open market. If the potential buyer would not agree to such terms, then the sale would have to be approved by either 75 percent of all stockholders, or a majority of the board members. Board members will also be divided into three "classes" with a third of the members' terms expiring each year. In response to a question concerning the possibility of a Piedmont merger, Bill Howard said numerous combinations have been proposed. "The problem has been that Piedmont has done well on its own, and any consolidation with another airline would have to ensure that the merged Company would be as strong as Piedmont is today," Howard said. "We have simply been unable to find such a partner."
September 1986 - Discussions held between Piedmont and Trans World Airlines, Inc. in respect of a possible transaction involving the acquisition of TWA by Piedmont. A transaction that would have been disastrous to USAir.
January 26, 1987 - Norfolk and Southern files an amendment to its Schedule 13D, which states it, owns approximately 19.44% of Piedmont shares. The Amended 13D also stated that Norfolk and Southern had retained an investment banking firm to assist it in analyzing its alternatives with respect to Piedmont and its investment in Piedmont, and to advise it in connection with the possible acquisition of Piedmont. The Amended 13D further stated that Norfolk and Southern intended to explore with Piedmont the possibility of an acquisition of Piedmont and the Norfolk and Southern should no longer be considered a passive investor in Piedmont.
February 5, 1987 - Bill Howard receives a letter from Edwin Colodny, Chairman of the Board, President and Chief Executive Officer of USAir, in which USAir proposes to acquire Piedmont in a merger transaction in which Piedmont shareholders would receive $63 per Share, payable part in cash and part in common stock of USAir.
February 4, 1987 - The Board of Director's of Piedmont hold a special meeting at which it appoints a Special Committee of independent directors to consider, and advise the Board with respect to any proposals to acquire Piedmont. The Board also authorizes First Boston Corporation to assist the Special Committee in evaluation and negotiation of any proposals to acquire Piedmont and to advise the Special Committee with respect to fairness, from a financial point of view, of any proposals. Immediately after its appointment, the Special Committee meets with a director of Norfolk and Western and Piedmont and other representatives from Norfolk and Western, at which meeting Norfolk and Western indicated it was prepared to pay approximately $63 a share in cash to acquire Piedmont.
February 5, 1987 - Bill Howard receives a second letter from Ed Colody at USAir which states a revised proposal offering either USAir common stock valued at $71 or a combination of USAir common stock valued at $34 and $34 in cash, way more than Piedmont was worth, but Colody knew it was a matter of life or death for his company.
February 16, 1987 - Norfolk Southern Corporation revises its previous proposal to increase its offer for Piedmont from $63 to $65 in cash for each share. The Special Committee meets to review the Norfolk proposal and the revised USAir offer. It is resolved to recommend the acceptance of the Norfolk offer to the Board of Directors on February 19.
February 17, 1987 - Piedmont announces a proposed acquisition of Piedmont by Norfolk Southern Corporation for $65 a share in cash. Piedmont also announced it had received two alternate proposals to acquire Piedmont from USAir Group. USAir proposes either a merger in which common stock of USAir having an average market price of $71.00 would be exchanged for each Piedmont share provided that no more than 1.90 and no less than 1.55 USAir shares would be issued for each Piedmont share, -OR- A part cash/part stock merger in which a combination of $34 in cash and a fraction of USAir shares having an average market value of $34.00 would be exchanged for each Piedmont share provided that no more than .91 shares and no less than .74 shares be issued for each Piedmont share. USAir delivers to Piedmont a further proposal to acquire Piedmont in a two-step transaction consisting of a cash offer for 50.1% of the fully diluted outstanding shares at $71 per share, to be followed by a merger in which each remaining share would be converted into USAir common stock having a market value of $73. The third USAir proposal was conditioned on Piedmont granting USAir the option to purchase up to 18.5% of the outstanding shares at a price of $71 per share. The Special Committee, in lieu of the third USAir proposal, withdraws its recommendation of accepting the Norfolk and Southern proposal of $65 per share in cash.
March 4, 1987 - Carl Icahn, Chairman of the Board of TWA informs Piedmont that TWA was proposing a merger of USAir with TWA in which USAir shareholders would receive $52 per share in cash. Icahn also indicated that, if a negotiated transaction was not acceptable to USAir, TWA might commence a tender offer for up to 51% of USAir's outstanding common stock at a price lower than $52 per share. Piedmont's Board of Directors vote to postpone an definitive action in respect to the third USAir proposal.
March 5, 1987 - USAir delivers its final proposal to acquire Piedmont in a two-step all cash transaction. The proposal consisted of the Offer and Merger, in which holders of shares would receive $69 per share in cash. Like the former offer, the final proposal was conditioned on the grant of an option by Piedmont to USAir, to purchase up to 18.5% of the outstanding shares at $69 per share
March 6, 1987 - The Special Committee and the Board of Directors of Piedmont meet to consider the final USAir proposal. Due to the all cash nature of the final proposal, any doubts relating to TWA's offer for USAir were resolved. Piedmont and USAir enter an agreement providing for the acquisition of Piedmont by USAG Acquisition Corp, a wholly-owned subsidiary of USAir Group. Piedmont and USAG will merge, and Piedmont will survive as a wholly-owned subsidiary of USAir Group.
March 9, 1987 - The Board of Directors of Piedmont Aviation, Inc. (with two directors absent) unanimously approve the merger agreement. USAir commences a cash tender offer for all of Piedmont's common stock at a price of $69 per share or $1.59 Billion dollars, the most expensive airline merger to date in the history of US aviation.
March 17, 1987 - TWA announces it has temporarily abandoned its attempt to takeover
March 23, 1987 -USAir seeks to buy 100 percent of Piedmont's stock through a voting trust but the DOT limits the purchase to 51% of the shares on a fully diluted basis.
March 30, 1987 - Piedmont stock hits another record high, closing at $70 1/8.
March 31, 1986 - Piedmont's stock closed at $41 ½
April 3, 1987 - USAir's tender offer for Piedmont stock expires. Approximately 92% of Piedmont's stock is tendered. The tender is oversubscribed and USAir pays $69 a share for about 9.3 million shares which, combined with the shares it already owns, will comprise 51% of Piedmont's stock on a fully diluted basis. USAir returns the remaining shares to the stockholders.
Colody had bought his completive threat; buying time for his company. Unfortunately him nor any of his successors ever came up with a real game plan for the merged companies. In fact they got rid of all the b-scales, discontined most point to point flying, ran everything through the hubs. They left the door wide open for Southwest and the other LCC's.
1983 - Piedmont buys Henson Airlines, an X-USAir feeder based in Salisbury, MD - this was the first time in aviation history a certified airline has owned its own regional partner. The plan was to use smaller aircraft to get BWI up and running with an eye on a once Eastern strong hold PHL that was becoming an USAir strong hold. Howard planned to move connecting psgrs from PHL to BWI just like he had already done with Easterns hub in ATL moving them to CLT.
July 15, 1983 - Piedmont opens the Baltimore/Washington hub with 29 daily flights to 14 destinations offering connections from the Northeast to the mid-Atlantic and Florida, a direct attack on USAir and PHL.
1985 – Piedmont sees LCC’s coming, institutes a B-scale for its new-hire work force.
February 1, 1986 - Piedmont Airlines acquires Empire Airlines based in Utica/Rome, NY. As an operator of 15 Fokker F28 twinjets, Empire has a compatible fleet and a large presence in USAir’s important upstate New York and New England markets.
Spring, 1986 – USAir wants to talk; Bill Howard holds closed door meetings with certain executives at USAir concerning a possible business combination between Piedmont and USAir.
May 1, 1986 – Empire Airlines merges with Piedmont. With the merger Piedmont gains 1,000 new employees, 15 F28-4000's, a hub in Syracuse and adds 10 new cities to its route map for a greatly enhanced presence in USAir’s northeast. Piedmont now has 1,177 daily departures to 87 airports (111 cities) in 27 states, the District of Columbia and two Canadian cities and it is clearly evident that Bill Howard’s focus has shifted from CLT and his X-Eastern Airlines to USAir’s northeast.
May 28, 1986 - At Piedmonts annual stockholder meeting, eyeing a Norfolk and Southern deal, an amendment to the corporate charter passes requiring any potential buyer to pay for the stock in cash, and pay a fair price to each stockholder, as determined by the performance of Piedmont stock on the open market. If the potential buyer would not agree to such terms, then the sale would have to be approved by either 75 percent of all stockholders, or a majority of the board members. Board members will also be divided into three "classes" with a third of the members' terms expiring each year. In response to a question concerning the possibility of a Piedmont merger, Bill Howard said numerous combinations have been proposed. "The problem has been that Piedmont has done well on its own, and any consolidation with another airline would have to ensure that the merged Company would be as strong as Piedmont is today," Howard said. "We have simply been unable to find such a partner."
September 1986 - Discussions held between Piedmont and Trans World Airlines, Inc. in respect of a possible transaction involving the acquisition of TWA by Piedmont. A transaction that would have been disastrous to USAir.
January 26, 1987 - Norfolk and Southern files an amendment to its Schedule 13D, which states it, owns approximately 19.44% of Piedmont shares. The Amended 13D also stated that Norfolk and Southern had retained an investment banking firm to assist it in analyzing its alternatives with respect to Piedmont and its investment in Piedmont, and to advise it in connection with the possible acquisition of Piedmont. The Amended 13D further stated that Norfolk and Southern intended to explore with Piedmont the possibility of an acquisition of Piedmont and the Norfolk and Southern should no longer be considered a passive investor in Piedmont.
February 5, 1987 - Bill Howard receives a letter from Edwin Colodny, Chairman of the Board, President and Chief Executive Officer of USAir, in which USAir proposes to acquire Piedmont in a merger transaction in which Piedmont shareholders would receive $63 per Share, payable part in cash and part in common stock of USAir.
February 4, 1987 - The Board of Director's of Piedmont hold a special meeting at which it appoints a Special Committee of independent directors to consider, and advise the Board with respect to any proposals to acquire Piedmont. The Board also authorizes First Boston Corporation to assist the Special Committee in evaluation and negotiation of any proposals to acquire Piedmont and to advise the Special Committee with respect to fairness, from a financial point of view, of any proposals. Immediately after its appointment, the Special Committee meets with a director of Norfolk and Western and Piedmont and other representatives from Norfolk and Western, at which meeting Norfolk and Western indicated it was prepared to pay approximately $63 a share in cash to acquire Piedmont.
February 5, 1987 - Bill Howard receives a second letter from Ed Colody at USAir which states a revised proposal offering either USAir common stock valued at $71 or a combination of USAir common stock valued at $34 and $34 in cash, way more than Piedmont was worth, but Colody knew it was a matter of life or death for his company.
February 16, 1987 - Norfolk Southern Corporation revises its previous proposal to increase its offer for Piedmont from $63 to $65 in cash for each share. The Special Committee meets to review the Norfolk proposal and the revised USAir offer. It is resolved to recommend the acceptance of the Norfolk offer to the Board of Directors on February 19.
February 17, 1987 - Piedmont announces a proposed acquisition of Piedmont by Norfolk Southern Corporation for $65 a share in cash. Piedmont also announced it had received two alternate proposals to acquire Piedmont from USAir Group. USAir proposes either a merger in which common stock of USAir having an average market price of $71.00 would be exchanged for each Piedmont share provided that no more than 1.90 and no less than 1.55 USAir shares would be issued for each Piedmont share, -OR- A part cash/part stock merger in which a combination of $34 in cash and a fraction of USAir shares having an average market value of $34.00 would be exchanged for each Piedmont share provided that no more than .91 shares and no less than .74 shares be issued for each Piedmont share. USAir delivers to Piedmont a further proposal to acquire Piedmont in a two-step transaction consisting of a cash offer for 50.1% of the fully diluted outstanding shares at $71 per share, to be followed by a merger in which each remaining share would be converted into USAir common stock having a market value of $73. The third USAir proposal was conditioned on Piedmont granting USAir the option to purchase up to 18.5% of the outstanding shares at a price of $71 per share. The Special Committee, in lieu of the third USAir proposal, withdraws its recommendation of accepting the Norfolk and Southern proposal of $65 per share in cash.
March 4, 1987 - Carl Icahn, Chairman of the Board of TWA informs Piedmont that TWA was proposing a merger of USAir with TWA in which USAir shareholders would receive $52 per share in cash. Icahn also indicated that, if a negotiated transaction was not acceptable to USAir, TWA might commence a tender offer for up to 51% of USAir's outstanding common stock at a price lower than $52 per share. Piedmont's Board of Directors vote to postpone an definitive action in respect to the third USAir proposal.
March 5, 1987 - USAir delivers its final proposal to acquire Piedmont in a two-step all cash transaction. The proposal consisted of the Offer and Merger, in which holders of shares would receive $69 per share in cash. Like the former offer, the final proposal was conditioned on the grant of an option by Piedmont to USAir, to purchase up to 18.5% of the outstanding shares at $69 per share
March 6, 1987 - The Special Committee and the Board of Directors of Piedmont meet to consider the final USAir proposal. Due to the all cash nature of the final proposal, any doubts relating to TWA's offer for USAir were resolved. Piedmont and USAir enter an agreement providing for the acquisition of Piedmont by USAG Acquisition Corp, a wholly-owned subsidiary of USAir Group. Piedmont and USAG will merge, and Piedmont will survive as a wholly-owned subsidiary of USAir Group.
March 9, 1987 - The Board of Directors of Piedmont Aviation, Inc. (with two directors absent) unanimously approve the merger agreement. USAir commences a cash tender offer for all of Piedmont's common stock at a price of $69 per share or $1.59 Billion dollars, the most expensive airline merger to date in the history of US aviation.
March 17, 1987 - TWA announces it has temporarily abandoned its attempt to takeover
March 23, 1987 -USAir seeks to buy 100 percent of Piedmont's stock through a voting trust but the DOT limits the purchase to 51% of the shares on a fully diluted basis.
March 30, 1987 - Piedmont stock hits another record high, closing at $70 1/8.
March 31, 1986 - Piedmont's stock closed at $41 ½
April 3, 1987 - USAir's tender offer for Piedmont stock expires. Approximately 92% of Piedmont's stock is tendered. The tender is oversubscribed and USAir pays $69 a share for about 9.3 million shares which, combined with the shares it already owns, will comprise 51% of Piedmont's stock on a fully diluted basis. USAir returns the remaining shares to the stockholders.
Colody had bought his completive threat; buying time for his company. Unfortunately him nor any of his successors ever came up with a real game plan for the merged companies. In fact they got rid of all the b-scales, discontined most point to point flying, ran everything through the hubs. They left the door wide open for Southwest and the other LCC's.