How The Merger Went Down...

L1011Ret

Veteran
Oct 31, 2002
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This from TWA FAN ONE on SJ's BB
from Aviationnow.com

(not big news but interesting in light of what ended up happening...the deck was stacked right from the start)

Commercial Aviation Mar 29, 2001
American's Three Unions Reject TWA Buyout
By Ted Gogoll
March 29, 2001

Two other American Airlines unions have joined the Allied Pilots Association in rejecting the carrier's buyout of TWA, saying integrating workforces could cause turmoil.

"The employee turmoil that typically accompanies airline mergers and acquisitions - in particular, the difficulty of integrating workforces - could have a seriously negative effect on the future well being of American Airlines," said a joint letter from the heads of the three unions to American CEO Don Carty. Signing the letter were John Darrah, president of APA; John Ward, president of the Association of Professional Flight Attendants and James Little, VP-air transport of the Transportation Workers Union.

"Given that inevitable impact of an acquisition, it is imperative that management deals fairly with and recognizes the contributions of its employee groups," they added.

Carty responded that he was surprised and disappointed by the stance the unions have taken.

"As we have shared with each of you on several occasions, the TWA transaction was undertaken to protect the long-term future of our company and the interests of all of our union and nonunion employees," Carty wrote in a letter to the unions.

The union letter stated the employee groups are committed to building a leading airline, but that can only be achieved if all "facets of the organization participate in the creation of that airline. Thus far, that has not been the case. For this reason, and with a keen sense of disappointment, we cannot support this transaction."

The unions are demanding pension enhancements and protections against work furloughs, pay reduction or job-assignment change, as conditions for keeping the peace after American acquires TWA.

Carty said he was confused about the position of the flight attendants' union and the TWU on the TWA purchase because the airlines haven't started negotiations on the transition. Union representatives have said they're not ready to begin talks, but the airlines again asked the APFA on Tuesday to begin talks immediately, he said.

"Quite frankly, I'm not sure I can provide any of the assurances you seek if neither organization has told the company what those concerns are," Carty wrote.

In regard to its pilots, American agreed to protect them from possible furloughs, but said it wouldn't consider other costly demands they are seeking in exchange for their support of the carrier's purchase of TWA until the summer.

Talks between American and its pilots' union over acquisition-related issues broke off last week and are expected to resume next week.

In two letters to pilots, American executives endorsed some of the union's demands, such as protection against furloughs, and said they'd add 216 captains' jobs through internal growth by 2004. But they said American wouldn't consider other basic issues until bargaining on a new contract begins this summer.

In one of the letters, American's VP-flight, Bob Kudwa, accused the union of using the TWA acquisition talks to negotiate unrelated items.

"Our progress is hindered because APA has broadened the acquisition discussions to include items that are unrelated to the TWA transaction -- items that we're fully prepared to address as part of our (regular contract) discussions that begin this summer,'' Kudwa wrote. He added that the airline doesn't have time to discuss those issues in the days before it completes the TWA deal.

Darrah, president of APA, said the airline had misstated some of the union's positions.

APA said United made similar agreements with its pilots as part of its deal to acquire US Airways, and questions why American has yet to do likewise. The union further noted American's swiftness in which it concluded its agreement to acquireTWA, but after nearly a month of talks hasn't reached an agreement with them.

"We are disappointed at this lack of results," said APA, also noting American's management team "has been willing to address the concerns of TWA's employees, but not its own."

There's precedent for American's pilots voicing concern over the carrier's integration with another airline. In February 1999 about 2,500 pilots called in sick over eight days to protest American's plans to fold Reno Air, a U.S. West Coast carrier American bought in 1998, into its fleet. American said the sickout caused 6,700 cancelled flights, reportedly costing the carrier some $250 million. A federal judge ordered the union and two former officials to pay American $45.5 million - which the union said would bankrupt it - for defying a back-to-work order.

APA is also asking for medical and travel benefits for all pilots, reimbursement for expenses incurred because of the acquisition and 717/DC-9 pay rates.

The U.S. Justice Dept. said after investigating the proposed merger and taking into account TWA's bankrupt condition, it wouldn't challenge American's buyout plans of TWA. A week earlier, a bankruptcy court judge approved American's bid of $742 million, along with the assumption of $3.5 billion in aircraft leases, for assets including 190 planes and TWA's St. Louis hub.

The Associated Press contributed to this report.
 
Carty said he was confused about the position of the flight attendants' union and the TWU on the TWA purchase because the airlines haven't started negotiations on the transition. Union representatives have said they're not ready to begin talks, but the airlines again asked the APFA on Tuesday to begin talks immediately, he said.

It will be interesting to see how this unfolds in the courts. APFA's big mistake was in not negotiating at all. The pilots, the mechanics, EVERYONE except the flight attendants got something..... There is not a jury in the world that won't see this as unfair....and a jury trial is where it is headed. And because Ward stuck his head in the sand , this will come back to bite him....
I wonder what the TWA f/as will end up with.....besides a $$ award, it will be interesting to see if they get DOH as well....
Ward will wish he had given them a little....they will probably end up with a lot.
 
Could anyone provide a summary of the various lawsuits that are ongoing on this subject...including where they are in the process (e.g. Discovery, Jury Selection, etc.)

Thanks
 
Is that a L-1011 in the background? I can only say that the main suit is in process of responding to a motion to dismiss sought by AA and APFA. The briefs have been submitted but oral argument has not been heard. 45-60 days should result in a decision on the motion to dismiss. It might get dismissed and then appealed. It is my unlawyerly opinion that APFA and AA will not suceed. If so, they will then complete discovery and go from there to a possible jury trial. I am not expert in this but a jury might decide monetary damages but juries do not rearrange seniority. I am of the opinion that something will happen but I haven't an inkling of how a dispute such as this is resolved if plaintiffs prevail.
 
L1011Ret,

Yes, that's N31029...the only TWA 1011 to make it into the new colors. With the International configuration in First (18 seats) along with the new paint job this was my favorite L10 to fly as a passenger JFK-STL or JFK-LAX. For quite a while seat 3-2 was like a home away from home. :up:

Thanks for noticing!
 
I liked it too, my favorite to ride in or fly. 31029 was a -100 as I remember. The seniority complaint continues.
 
L1011Ret said:
This from TWA FAN ONE on SJ's BB
from Aviationnow.com

(not big news but interesting in light of what ended up happening...the deck was stacked right from the start)

Commercial Aviation Mar 29, 2001
American's Three Unions Reject TWA Buyout
By Ted Gogoll
March 29, 2001

Two other American Airlines unions have joined the Allied Pilots Association in rejecting the carrier's buyout of TWA, saying integrating workforces could cause turmoil.

"The employee turmoil that typically accompanies airline mergers and acquisitions - in particular, the difficulty of integrating workforces - could have a seriously negative effect on the future well being of American Airlines," said a joint letter from the heads of the three unions to American CEO Don Carty. Signing the letter were John Darrah, president of APA; John Ward, president of the Association of Professional Flight Attendants and James Little, VP-air transport of the Transportation Workers Union.

"Given that inevitable impact of an acquisition, it is imperative that management deals fairly with and recognizes the contributions of its employee groups," they added.

Carty responded that he was surprised and disappointed by the stance the unions have taken.

"As we have shared with each of you on several occasions, the TWA transaction was undertaken to protect the long-term future of our company and the interests of all of our union and nonunion employees," Carty wrote in a letter to the unions.

The union letter stated the employee groups are committed to building a leading airline, but that can only be achieved if all "facets of the organization participate in the creation of that airline. Thus far, that has not been the case. For this reason, and with a keen sense of disappointment, we cannot support this transaction."

The unions are demanding pension enhancements and protections against work furloughs, pay reduction or job-assignment change, as conditions for keeping the peace after American acquires TWA.

Carty said he was confused about the position of the flight attendants' union and the TWU on the TWA purchase because the airlines haven't started negotiations on the transition. Union representatives have said they're not ready to begin talks, but the airlines again asked the APFA on Tuesday to begin talks immediately, he said.

"Quite frankly, I'm not sure I can provide any of the assurances you seek if neither organization has told the company what those concerns are," Carty wrote.

In regard to its pilots, American agreed to protect them from possible furloughs, but said it wouldn't consider other costly demands they are seeking in exchange for their support of the carrier's purchase of TWA until the summer.

Talks between American and its pilots' union over acquisition-related issues broke off last week and are expected to resume next week.

In two letters to pilots, American executives endorsed some of the union's demands, such as protection against furloughs, and said they'd add 216 captains' jobs through internal growth by 2004. But they said American wouldn't consider other basic issues until bargaining on a new contract begins this summer.

In one of the letters, American's VP-flight, Bob Kudwa, accused the union of using the TWA acquisition talks to negotiate unrelated items.

"Our progress is hindered because APA has broadened the acquisition discussions to include items that are unrelated to the TWA transaction -- items that we're fully prepared to address as part of our (regular contract) discussions that begin this summer,'' Kudwa wrote. He added that the airline doesn't have time to discuss those issues in the days before it completes the TWA deal.

Darrah, president of APA, said the airline had misstated some of the union's positions.

APA said United made similar agreements with its pilots as part of its deal to acquire US Airways, and questions why American has yet to do likewise. The union further noted American's swiftness in which it concluded its agreement to acquireTWA, but after nearly a month of talks hasn't reached an agreement with them.

"We are disappointed at this lack of results," said APA, also noting American's management team "has been willing to address the concerns of TWA's employees, but not its own."

There's precedent for American's pilots voicing concern over the carrier's integration with another airline. In February 1999 about 2,500 pilots called in sick over eight days to protest American's plans to fold Reno Air, a U.S. West Coast carrier American bought in 1998, into its fleet. American said the sickout caused 6,700 cancelled flights, reportedly costing the carrier some $250 million. A federal judge ordered the union and two former officials to pay American $45.5 million - which the union said would bankrupt it - for defying a back-to-work order.

APA is also asking for medical and travel benefits for all pilots, reimbursement for expenses incurred because of the acquisition and 717/DC-9 pay rates.

The U.S. Justice Dept. said after investigating the proposed merger and taking into account TWA's bankrupt condition, it wouldn't challenge American's buyout plans of TWA. A week earlier, a bankruptcy court judge approved American's bid of $742 million, along with the assumption of $3.5 billion in aircraft leases, for assets including 190 planes and TWA's St. Louis hub.

The Associated Press contributed to this report.
It is certainly interesting how the merger did occur.
 
I don't think a jury is going to find that AA kept its written "fair and equitable" promises to the TWA F/As. And Carty even promised in writing as I understand it, to furlough equally. AA did not keep that promise either. If Ward's stated remarks about not having time to meet with IAM over seniority issues because of completing their contract resulted in the TWA F/As being disadvantaged, I don't think a jury will buy that either. Juries to not decide seniority issues, the parties do. Juries can come up with monetary rewards however. I confess to having no idea of the outcome should a jury find for the TWAers. However, I do believe that if APFA and AA are found to be at fault, a jury would not punish AA F/As unfairly or in a punishing way because of what their union did. We shall see as the case unfolds what the possibilities for remedy are.
 
L1011Ret said:
[...]Juries to not decide seniority issues, the parties do. Juries can come up with monetary rewards however.
Mr. Chamberlin,

If given the choice of (1) negotiating a "fair and equitable" seniority integration for the former TWA F/A's or (2) paying a judgment that exceeds their ability to pay, what do you think John Ward or his successor at the APFA will do?

In my opinion, neither John Ward nor his successor will allow the "goose that lays the golden eggs" (APFA) to die which is exactly what will happen should they be forced to pay even a small portion of the reasonable damages suffered by the former TWA F/A's as a result of the "staple".

Consider that there are approximately 4000 former TWA F/A's who are party to this lawsuit. Now, multiply that number by the lost income potential over how many months or years it takes to settle this dispute. The award could easily run into the tens of millions of dollars. Now consider APFA collects (extorts) approximately $11 million per year in dues.

So you see, while juries do not decide seniority issues, their awards certainly can dictate the outcome of disputes such as this.

Just my observation/opinion.
 
The final decision may be the same as arbitrator Kasher handed down with the IAM vs TWU. 100% seniority, 25% or 4/10/01.
 
Hopeful said:
The final decision may be the same as arbitrator Kasher handed down with the IAM vs TWU. 100% seniority, 25% or 4/10/01.
APFA's implementation/acceptance of the Kasher methodology is nothing short of an admission that their "staple" was unreasonable and damaging to the former TWA F/A's. Therefore, the former TWA F/A's would be entitled to damages from the date of "staple" until the date of remedy, which you suggest to be the Kasher methodology.

In my opinion, APFA will soon be forced to make some very difficult choices none of which are likely to be popular with the nAAtives.
 
If APFA should be found to bear some portion of monetary damages, the issue would be a difficult one. I confess to knowing so little about how this might be settled that I do not want to even put out any ideas. I do not think you drive a union out of business because of previous errors of the leadership. I would guess that there must be other legal cases that have bearing on the issue. I continue to believe that you do not punish union members for the actions of the leadership. I also believe that whatever happens the result would not result in a mass number of TWAers pushing AA F/As out of a Domicile like LAX for instance. That would be harming AAers at the expense of TWAers. And though AAers have had their way with TWAers as "furlough fodder", I just cannot envision that a settlement would act as retaliation, revenge or pusishment. That is not the same knowing members of both sides are likely to have strong feelings along those lines. I also think that what has happened since 9/11 and the economy taking a nose dive are irrevelant to settlement because issues would be worked out around where the parties were at the time of the acquisition or there abouts.
Although some AAers are considering fighting any "win" for the TWAers to the death, if a jury decides there are limited ways of appeal. Although my spouse is a TWA/AA F/A and I am a retired TWA Captain, I don't think there will be any great "winners" no matter which way it goes. Too many people have been hurt in this long battle and there will be losers on both sides should TWA prevail at some level. What is really sad is how poorly the whole integration (Sic) process was handled by APFA and AA. There is enough collective pain and rage to last both sides a lifetime. And some of this pain and rage probably effects passenger service in some small ways too. I tend to agree that APFA may be forced into a corner and have to make decisions that are going to make the membership more upset with the leadership than they already are seniority issues aside. It has occurred to me that running for Leadership of APFA at this time is somewhat akin to asking to be Captain of the Titanic after it hit the iceberg.
 
L1011Ret said:
If APFA should be found to bear some portion of monetary damages, the issue would be a difficult one. I confess to knowing so little about how this might be settled that I do not want to even put out any ideas. I do not think you drive a union out of business because of previous errors of the leadership. I would guess that there must be other legal cases that have bearing on the issue. I continue to believe that you do not punish union members for the actions of the leadership. I also believe that whatever happens the result would not result in a mass number of TWAers pushing AA F/As out of a Domicile like LAX for instance. That would be harming AAers at the expense of TWAers. And though AAers have had their way with TWAers as "furlough fodder", I just cannot envision that a settlement would act as retaliation, revenge or pusishment. That is not the same knowing members of both sides are likely to have strong feelings along those lines. I also think that what has happened since 9/11 and the economy taking a nose dive are irrevelant to settlement because issues would be worked out around where the parties were at the time of the acquisition or there abouts.
Although some AAers are considering fighting any "win" for the TWAers to the death, if a jury decides there are limited ways of appeal. Although my spouse is a TWA/AA F/A and I am a retired TWA Captain, I don't think there will be any great "winners" no matter which way it goes. Too many people have been hurt in this long battle and there will be losers on both sides should TWA prevail at some level. What is really sad is how poorly the whole integration (Sic) process was handled by APFA and AA. There is enough collective pain and rage to last both sides a lifetime. And some of this pain and rage probably effects passenger service in some small ways too. I tend to agree that APFA may be forced into a corner and have to make decisions that are going to make the membership more upset with the leadership than they already are seniority issues aside. It has occurred to me that running for Leadership of APFA at this time is somewhat akin to asking to be Captain of the Titanic after it hit the iceberg.
I have it on good authority that the APFA has 11 lawsuits to contend with. They have not equipped themselves with a "strike fund", no furlough pay, allowed foreign nationals..etc.
In this election, any one running from out side of the "country club" would behoove themselves to "think outside the box" and begin talks with AFL-CIO unions-or someone there abouts. There are some that ARE running for office that see the big picture and are willing to take that on-let's hope they win. APFA is DONE.
They have completely ignored what a "true union" is in this country.
 
Hunter said:
APFA's implementation/acceptance of the Kasher methodology is nothing short of an admission that their "staple" was unreasonable and damaging to the former TWA F/A's. Therefore, the former TWA F/A's would be entitled to damages from the date of "staple" until the date of remedy, which you suggest to be the Kasher methodology.

In my opinion, APFA will soon be forced to make some very difficult choices none of which are likely to be popular with the nAAtives.
The TWA flight attendants had nothing to protect their seniority in the event of a "acquisition!" This was not a merger it was an acquisition.

Nothing is going to change the way things went down regarding the flight attendants. It's over and it's final!

I know all of the former TWA flight attendants say it was not fair. Have you ever heard the term, "life is not fair?" Remember, you still have 5 year recall rights to AA. Everyone who was furloughed will probably comeback someday. BTW, we do have nAAtives below the TWA flight attendants on the furlough list. So in reality you didn't get stapled to the "bottom."
 
LiveInAHotel said:
Hunter said:
APFA's implementation/acceptance of the Kasher methodology is nothing short of an admission that their "staple" was unreasonable and damaging to the former TWA F/A's. Therefore, the former TWA F/A's would be entitled to damages from the date of "staple" until the date of remedy, which you suggest to be the Kasher methodology.

In my opinion, APFA will soon be forced to make some very difficult choices none of which are likely to be popular with the nAAtives.
The TWA flight attendants had nothing to protect their seniority in the event of a "acquisition!" This was not a merger it was an acquisition.

Nothing is going to change the way things went down regarding the flight attendants. It's over and it's final!

I know all of the former TWA flight attendants say it was not fair. Have you ever heard the term, "life is not fair?" Remember, you still have 5 year recall rights to AA. Everyone who was furloughed will probably comeback someday. BTW, we do have nAAtives below the TWA flight attendants on the furlough list. So in reality you didn't get stapled to the "bottom."
Hotel,

No, it is not over. It is in the court system. Far from over.

And the only reason those folks are behind the TWAers is because they were still in training Apr. 10, 2001.


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