"Change of Control"

[Charlie_Tuna]

Have any executives collected a change of control award right after the merger thereby setting a precedence?

If so shouldn't they have submitted their change of control agreement award as a claim in BK court just like the company asserts the IAM should have?

Is the IAM holding pocket bullets?

Michelle Bryan "change of control agreement" 10/31/01

Note: Michelle agreement just being used as an example

 

[PITbull]

I hope you guys are contacting your specific union reps on this issue. Change of control langauge was not changed in cWA, AFA or IAM ratified agreements in 2004. I believe that ALPA did give the company relief, and maybe CWA too. But AFA did not. Doug McKeen had asked after we ratified concession #3....guess what? ANSWER: NO! They didn't ask again. We thought they would come back, but they didn't. I left in Dec. 2005, so I don't know what occured after that.

Someone should contact the MEC...not just Mike F., he's not the type to dive into something that would expend his time and energy...he'll just say "AFA International is looking into it", and he won't do a damn thing.

Contact your specific LECP who will give the MECP direction on this issue.

 

[Charlie_Tuna]

US Airways SEC filing

Completion of the merger between US Airways Group and America West
Holdings Corporation on September 27, 2005 constituted a "change of control"
under the Exchangeable Notes and required America West Airlines, Inc. to make
an offer to holders to purchase those notes within 30 business days after the
effective time of the merger at a purchase price of $343.61 per $1,000
principal amount at maturity.

Filings

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.

another

 

[Charlie_Tuna]

A smoking gun??

Employment Agreements with Alan W. Crellin, Jerrold A. Glass and Elizabeth K. Lanier
On September 27, 2005, US Airways entered into employment agreements with Alan W. Crellin and Jerrold A. Glass and both US Airways Group and US Airways entered into an employment agreement with Elizabeth K. Lanier, all of which were approved by the bankruptcy court as a modified assumption of the Severance Agreement between US Airways and Mr. Crellin dated June 26, 2002, as amended, of the Severance Agreement between US Airways and Mr. Glass dated April 8, 2002, as amended and of the Employment Agreement between US Airways and Ms. Lanier dated March 1, 2003, as amended, respectively. The principal terms of the employment agreements include the following:
Term of Employment . The agreements provide for Mr. Crellin to serve as US Airways’ Executive Vice President-Operations, Mr. Glass to serve as US Airways’ Executive Vice President and Chief Human Resources Officer, and Ms. Lanier to serve as the Executive Vice President-Corporate Affairs, General Counsel and Secretary for US Airways Group and US Airways on an at-will basis. If a change of control, as defined in the agreements, of US Airways Group occurs, the agreement will become effective for a two-year term and will terminate at the end of the two-year period. The merger transaction between US Airways Group and America West Holdings constituted a change of control. Mr. Glass and Ms. Lanier gave notice of termination for good reason, as discussed below, with termination dates of September 30, 2005 and October 12, 2005, respectively.
Salary and Benefits . Under the agreements, Messrs. Crellin and Glass and Ms. Lanier are each entitled to an annual base salary of $425,000, subject to annual increases based on performance. However, US Airways and Messrs. Crellin and Glass and Ms. Lanier have each agreed to an annual reduced base salary of $317,475, subject to annual increases based on performance.

Black and white

USAirways is using the excuse the IAM knew in advance about the "change of control" so they should have made a claim in BK court?

And then on Sept 27, the day USAirways emerged and combined they made these agreements above and then 3 and 15 days later, respectively, they let these guys collect on the "change of control?

 

[dbcooper]

from an SEC filing Sep 20th 2005:
http://edgar.brand.edgar-online.com/fetchF...6&Type=HTML
in this filing:
Obligations Upon Termination. As a result of the merger with America West Holdings, Mr. Lakefield will step down as the Chief Executive Officer and President of US Airways, Inc. and US Airways Group, Inc. He will receive severance and change of control payments of $1.7 million. Mr. Lakefield waived payments under the LTIP that he otherwise would have been entitled to as a result of the change of control triggered by the merger with America West Holdings.

The company paid Lakefield a "change of control" payment. I wonder why they did not run to Bankruptcy court to have it dismissed like they are doing now?

These filings also include the warning to investors (and presumably now to the judge):

"There is the potential for litigation to arise in the context of airline mergers. Unions may seek to delay or halt a transaction, may seek monetary damages, either in court or in grievance arbitration, may seek to compel airlines to engage in the bargaining processes where the airline believes it has no such obligation or may seek to assert rights to participate in corporate governance, including through board representation. There is a risk that one or more unions may pursue such judicial or arbitral avenues in the context of the merger, and if successful, could create additional costs that we did not anticipate."

 

[Charlie_Tuna]

There is a risk that one or more unions may pursue such judicial or arbitral avenues in the context of the merger, and if successful, could create additional costs that we did not anticipate."

It seems everyone knew the risk beforehand. Now it is time to pay the piper.

 

[airportman]

I hope you guys are contacting your specific union reps on this issue. Change of control langauge was not changed in cWA, AFA or IAM ratified agreements in 2004. I believe that ALPA did give the company relief, and maybe CWA too. But AFA did not. Doug McKeen had asked after we ratified concession #3....guess what? ANSWER: NO! They didn't ask again. We thought they would come back, but they didn't. I left in Dec. 2005, so I don't know what occured after that.

Someone should contact the MEC...not just Mike F., he's not the type to dive into something that would expend his time and energy...he'll just say "AFA International is looking into it", and he won't do a damn thing.

Contact your specific LECP who will give the MECP direction on this issue.

I THINK YOU SEEM TO FORGET THE ONE PART OF THE AFA CONTRACT:




O. Change In Control 12
3 1. In the event of a change in control of the Company, as defined
4 below, flight attendant wage rates will snap back to the rates in effect on
June 30, 2002. 56
7 Change in control: An event in which, in a single transaction or in multi8
step related transactions (i) securities which constitute and/or are then9
currently exchangeable into, exercisable for, or convertible into 50 percent
10 or more of the Denominator Common Stock (as defined below), and/or (ii)
11 50 percent or more of the value of assets, of the Company or US Airways
12 Group, and/or (iii) Control of the Company or US Airways Group as
13 defined below, are acquired or held by a single purchaser (or a group of
14 purchasers acting in concert).
15
16 Control: Entity A shall be deemed to “controlâ€￾ Entity B if Entity A, whether
17 directly or indirectly, owns voting securities that constitute or may at any
18 time be exercised, exchanged or converted for or into fifty percent (50%) or
19 more of Entity B’s Denominator Common Stock.
20
21 2. Notwithstanding the above, if the Company is under Chapter 11
22 bankruptcy protection during the duration of this Agreement, the
23 Association agrees that the provisions of Section 30.O as amended, will not
24 apply with respect to any issuance of equity or redistribution of equity
25 associated with endeavoring to achieve, or achieving, a confirmed plan of
26 reorganization in such Chapter 11 case.


ONCE AGAIN NOTHING