Form 8-K

0001193125-14-124076.txt : 20140331 0001193125-14-124076.hdr.sgml : 20140331 20140331165337 ACCESSION NUMBER: 0001193125-14-124076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events FILED AS OF DATE: 20140331 DATE AS OF CHANGE: 20140331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Airlines Group Inc. CENTRAL INDEX KEY: 0000006201 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 751825172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08400 FILM NUMBER: 14730751 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FORT WORTH STATE: TX ZIP: 75261-9616 FORMER COMPANY: FORMER CONFORMED NAME: AMR CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS INC CENTRAL INDEX KEY: 0000714560 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 530218143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08442 FILM NUMBER: 14730752 BUSINESS ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 4806930800 MAIL ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS GROUP INC CENTRAL INDEX KEY: 0000701345 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 541194634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08444 FILM NUMBER: 14730753 BUSINESS ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 4806930800 MAIL ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN AIRLINES INC CENTRAL INDEX KEY: 0000004515 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 131502798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02691 FILM NUMBER: 14730754 BUSINESS ADDRESS: STREET 1: 4333 AMON CARTER BLVD CITY: FT WORTH STATE: TX ZIP: 76155 BUSINESS PHONE: 8179631234 MAIL ADDRESS: STREET 1: P O BOX 619616 MD5661 CITY: DALLAS FORT WORTH AI STATE: TX ZIP: 75261-9616 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN AIRWAYS INC DATE OF NAME CHANGE: 19670629 8-K 1 d701298d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 31, 2014

American Airlines Group Inc.

American Airlines, Inc.

US Airways Group, Inc.

US Airways, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-8400

1-2691

1-8444

1-8442

75-1825172

13-1502798

54-1194634

53-0218143

(State of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4333 Amon Carter Blvd., Fort Worth, Texas

111 West Rio Salado Parkway, Tempe, Arizona

76155

85281

(Address or principal executive offices)

(Zip Code)

(817) 963-1234

(480) 693-0800

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2014, US Airways, Inc. (“US Airways”), US Airways Group, Inc. (“US Airways Group”) and American Airlines Group Inc. (“AAG”) amended and restated each of the following (each, a “Guarantee”):

(i)

the Guarantee of US Airways Group, dated December 21, 2010, of the obligations of US Airways under the equipment notes relating to its Series 2010-1 Pass Through Certificates;

(ii)

the Guarantee of US Airways Group, dated June 28, 2011, of the obligations of US Airways under the equipment notes relating to its Series 2011-1 Pass Through Certificates;

(iii)

the Guarantee of US Airways Group, dated May 14, 2012, of the obligations of US Airways under the equipment notes relating to its Series 2012-1 Pass Through Certificates;

(iv)

the Guarantee of US Airways Group, dated December 13, 2012, of the obligations of US Airways under the equipment notes relating to its Series 2012-2 Pass Through Certificates; and

(v)

the Guarantee of US Airways Group, dated April 24, 2013, of the obligations of US Airways under the equipment notes relating to its Series 2013-1 Pass Through Certificates.

The purpose of the amendment and restatement of each Guarantee was to add AAG as a party thereto as a guarantor, on a joint and several basis with US Airways Group, of the obligations of US Airways under the applicable equipment notes (each such guarantee provided by AAG, an “AAG Guarantee”).

The documents related to the issuance and sale of the equipment notes to which the AAG Guarantees relate have been filed previously by US Airways Group and US Airways in Forms 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2010, July 1, 2011, May 16, 2012, December 13, 2012, April 25, 2013 and June 6, 2013, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.

Item 8.01. Other Events.

In connection with the issuance of the AAG Guarantees, in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities Exchange Act of 1934, as amended, US Airways Group and US Airways will discontinue filing separate periodic and current reports with the SEC. Condensed consolidating financial information regarding US Airways Group and US Airways will be included in subsequent periodic reports filed by AAG with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

American Airlines Group Inc.

/s/ Derek J. Kerr

Derek J. Kerr

Executive Vice President and Chief Financial Officer

Dated: March 31, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

American Airlines, Inc.

/s/ Derek J. Kerr

Derek J. Kerr

Executive Vice President and Chief Financial Officer

Dated: March 31, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

US Airways Group, Inc.

/s/ Derek J. Kerr

Derek J. Kerr

Executive Vice President and Chief Financial Officer

Dated: March 31, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

US Airways, Inc.

/s/ Derek J. Kerr

Derek J. Kerr

Executive Vice President and Chief Financial Officer

Dated: March 31, 2014