-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QWWzqUAoDplNb/evvvRlNxLla08pa0kTBoaevgD8SY1JB49xL2jp/5oPYcJWGYNo WM1qEJHZ3Xpwg+4oiP19rw== 0001179022-07-000109.txt : 20070906 0001179022-07-000109.hdr.sgml : 20070906 20070906172738 ACCESSION NUMBER: 0001179022-07-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070906 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070906 DATE AS OF CHANGE: 20070906 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: 071103409 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: AMERICA WEST AIRLINES INC CENTRAL INDEX KEY: 0000706270 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 860418245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12337 FILM NUMBER: 071103410 BUSINESS ADDRESS: STREET 1: 4000 E SKY HARBOR BLVD STREET 2: STE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6026930800 MAIL ADDRESS: STREET 1: 4000 EAST SKY HARBOR BLVD STREET 2: STE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 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: 071103411 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 8-K 1 form8k090607.htm FORM 8-K Form 8-K September 6, 2007

 

 

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)

September 6, 2007

US Airways Group, Inc.
(Commission file number: 1-8444)
(Exact Name of Registrant as specified in its charter)

Delaware

54-1194634

(State of Incorporation of the registrant)

(I.R.S. Employer Identification No.)

111 West Rio Salado Parkway, Tempe, Arizona 85281
(Address of principal executive offices)
(480) 693-0800
(Registrant's telephone number, including area code)
 

US Airways, Inc.
(Commission file number: 1-8442)
(Exact Name of Registrant as specified in its charter)

Delaware

53-0218143

(State of Incorporation of the registrant)

(I.R.S. Employer Identification No.)

111 West Rio Salado Parkway, Tempe, Arizona 85281
(Address of principal executive offices)
(480) 693-0800
(Registrant's telephone number, including area code)
 

America West Airlines, Inc.
(Commission file number: 0-12337)
(Exact Name of Registrant as specified in its charter)

Delaware

86-0418245

(State of Incorporation of the registrant)

(I.R.S. Employer Identification No.)

4000 East Sky Harbor Blvd., Phoenix, Arizona 85034
(Address of principal executive offices)
(480) 693-0800
(Registrant's telephone number, including area code)

     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 (see General Instruction A.2. below):

   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 5.02     Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)     On September 6, 2007, the Board of Directors (the "Board") of US Airways Group, Inc. ("US Airways Group"), America West Airlines, Inc., US Airways, Inc. and America West Holdings Corporation (collectively, the "Company") appointed Robert D. Isom, Jr., age 43, to the position of Executive Vice President and Chief Operating Officer of the Company effective September 6, 2007.

Prior to joining the Company, Mr. Isom served as Chief Restructuring Officer of GMAC, LLC from October 2006 through August 2007 and as Chief Operating Officer, Residential Finance Group, GMAC ResCap from October 2005 through September 2006. He served as Senior Vice President, Ground Operations and Customer Service of Northwest Airlines, Inc. from 2003 until 2005 and as Vice President, International of Northwest Airlines, Inc. from 2001 until 2003. Mr. Isom served Northwest from 1991 through 1995 and 2000 through 2001 in various positions, including Vice President, Finance and Director, Cargo Strategic Planning. From 1995 through 2000, Mr. Isom held senior management positions in finance, operations and revenue management at America West Airlines, Inc.

Mr. Isom's annual base salary will be $400,000. He will also receive a one-time initial payment upon joining the Company of $120,000. Mr. Isom must repay 100% of the initial payment if he voluntarily terminates his employment with us before completing 12 months of service or if he is terminated for cause, and he must repay 50% of the initial payment if he voluntarily terminates employment with us after 12 months of employment but before completing 24 months of employment.

Consistent with our objective of aligning the interests of our executives officers with our stockholders, Mr. Isom received a grant of 70,000 stock appreciation rights on September 6, 2007, vesting one-third on each of September 6, 2008, 2009 and 2010, with an exercise price equal to the fair market value of US Airways Group's common stock on the date of grant. He also received a grant of 35,000 restricted stock units on September 6, 2007, vesting one-third on each of September 6, 2008, 2009 and 2010.

To align Mr. Isom's variable, performance based compensation with the financial goals of the Company, he will participate in both our annual Incentive Compensation Plan (the "ICP") and our long-term Performance-Based Award Plan (the "Performance Plan"). These plans are described more fully in the Company's Proxy Statement for the Annual Meeting of Stockholders held on May 15, 2007 (the "2007 Proxy Statement"), which descriptions are incorporated herein by reference. Mr. Isom will participate in the ICP at the Executive Vice President level, under the same performance metrics approved by the Company's Compensation and Human Resources Committee (the "Committee") for 2007, with a 2007 target bonus equal to 60% of base salary, a maximum bonus equal to 120% of base salary and a threshold bonus equal to 30% of base salary. Pursuant to the terms of the ICP, any 2007 award to Mr. Isom under the ICP will be pro-rated based on the actual number of full months that he serves during the year. To align performance incentives throughout our ranks, the Committee determined that no ICP awards will be paid out, including Mr. Isom's award, if there is not a payout under our employee profit sharing plan. In addition, Mr. Isom will be eligible to receive a separate bonus payment for 2007 equal to the difference between (i) the bonus he would receive under the ICP for 2007 if the plan did not require pro-rating based on full months of employment, and (ii) the ICP bonus he actually receives for 2007.


 

Mr. Isom will also be participating in the Performance Plan at the Executive Vice President level, with a target award equal to 100% of base salary, a maximum award of 175% of base salary and a threshold award of 43% of base salary. The Performance Plan further aligns executive performance and incentives with Company performance and stockholder interests by using a performance measure of total stockholder return on US Airways Group common stock, measured over a set performance period, as compared to that of a designated peer group. Because Mr. Isom's employment with the Company began in the middle of existing performance cycles, he has been placed into two special performance cycles that began on September 6, 2007, and run through each of December 31, 2008 and 2009.

Mr. Isom will also participate in the Company's broad-based employee benefit plans, as well as have the opportunity to receive the benefits and perquisites offered to Executive Vice Presidents of the Company, as described in more detail in the 2007 Proxy Statement.

In the event that Mr. Isom is terminated without cause within 24 months following a change-in-control of US Airways Group, he will receive a lump sum payment equal to 24 months of base salary, his then-current target annual incentive award under the ICP (provided such plan pays out to active employees), his then-current target long-term incentive award payment under the Performance Plan (provided such plan pays out to active employees), and 24 months of COBRA continuation coverage premiums for himself and his dependants under all group health plans in which he is enrolled at the time of termination.

A copy of the Company's press release regarding the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits

(d)   Exhibits

Exhibit Number
        Description        
99.1

Press release dated September 6, 2007.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

  US Airways Group, Inc. (REGISTRANT)
Date: September 6, 2007 By:  /s/ Janet Dhillon                                      
       Janet Dhillon
       Senior Vice President and General Counsel
  US Airways, Inc. (REGISTRANT)
Date: September 6, 2007 By:  /s/ Janet Dhillon                                      
       Janet Dhillon
       Senior Vice President and General Counsel
  America West Airlines, Inc. (REGISTRANT)
Date: September 6, 2007 By:  /s/ Janet Dhillon                                      
       Janet Dhillon
       Senior Vice President and General Counsel

 


 

EXHIBIT INDEX

  Exhibit
 Number

        Description        
  99.1

Press release dated September 6, 2007.

 

EX-99 2 ex991090607.htm EXHIBIT 99 Exhibit 99.1 Press Release

Contact: US Airways Media Relations - 480/693-5729

FOR IMMEDIATE RELEASE

US AIRWAYS APPOINTS CHIEF OPERATING OFFICER;
TWO ADDITIONAL EXECUTIVE APPOINTMENTS

Robert Isom named executive vice president, chief operating officer;
Daniel P. Pon named vice president, human resources;
Kerry Hester named vice president, customer service planning;
Senior Vice President, Customer Service Anthony V. Mulé announces retirement plans

TEMPE, Ariz., Sept. 6, 2007 - US Airways (NYSE: LCC) today named airline industry veteran Robert Isom to the newly created position of executive vice president and chief operating officer, effective immediately. In this position, Isom, 43, will head up the airline's operations, including flight operations, inflight services, maintenance and engineering, airport customer service, reservations, cargo and the Express operation.

The airline also named Daniel Pon to the position of vice president, human resources and Kerry Hester to the position of vice president, customer service planning. Senior Vice President, Customer Service Anthony V. Mulé also announced his plans to retire after a 35 year career in the aviation industry that spanned American Airlines, Pan American, America West and US Airways.

Chairman and CEO Doug Parker said, "It's an exciting day for our airline to add three experienced executives to our team. Each of them brings a unique set of experiences and knowledge that will help us achieve our goal to build a better airline.

"I also want to acknowledge the upcoming retirement of Anthony Mulé, who has worked with me and others at our airline for more than 11 years. Anthony has been part of the aviation community for 35 years and has made a positive impact on many people along the way. We are grateful for his contributions to our airline and look forward to building on the foundation he has put into place."

Building A Better Airline

In the role of chief operating officer, Isom will report to US Airways President Scott Kirby, who said, "We are very pleased to have an executive of Robert's caliber join us. In addition to possessing a strong background in international and domestic airline operations, Robert brings a good balance of customer focused ideas and the right analytical skills to help US Airways navigate in an ever evolving industry. He has a passion for, and an acute understanding of the airline industry, which will prove invaluable to the customers and employees of US Airways."

Isom comes to US Airways from GMAC, LLC where he last served as chief restructuring officer. Prior to that time he was the senior vice president, ground operations and airport customer service for Northwest Airlines. In this position, he was responsible for directing all passenger, baggage and security related activities at 180 domestic and international airports. During his tenure, Northwest achieved industry-leading on-time departure performance and deployed automation and self-service technology that greatly improved the airport experience for passengers and employees alike.

Before that, Isom was vice president, international for Northwest Airlines and was based in Tokyo for a period of time after the 9/11 attacks. There, Isom helped reorganize Northwest's international operations and worked closely with government agencies to implement new security measures.

Between 1995 and 2000, Isom was with the former America West Airlines and held senior executive roles in revenue management, operations and finance.

Isom started his career with the Procter and Gamble Manufacturing Company. He holds a bachelor of science in mechanical engineering and a bachelor of arts in English from the University of Notre Dame, and a master of business administration from the University of Michigan. Isom, his wife Amy and their three children will relocate to the Phoenix area.

Engaging Our Employees

US Airways also named Daniel P. Pon, 55, to the position of vice president, human resources. Pon will report to Elise Eberwein, senior vice president people, communications and culture, and will be responsible for the airline's domestic and international human resources services, including medical and retirement benefits, compensation, employee assistance services, employee relations, drug and alcohol testing and employee travel.

"Operating an airline our customers enjoy depends on having engaged and enthusiastic employees," said Eberwein. "You simply can't have one without the other, and the HR department's mission, to serve our internal customers, will be further realized under Dan's leadership. Dan brings comprehensive HR generalist experience as well as an extensive background in benefits, administration and employee relations. Most importantly, he will do a fantastic job overseeing the policies that make life easier for our most important internal customer, the more than 36,000 people who are US Airways."

Pon brings more than 15 years of human resources experience and was most recently vice president, global compensation and benefits for Sanmina-SCI of San Jose, California. With an employee base of 40,000, Pon oversaw global benefits and retirement and managed that company's total compensation programs. He brings additional experience from ASTAR Air Cargo and was a key member of that air cargo company's 2005 hub relocation project. Pon served as vice president, E*Trade Group from 1997 to 2001.

He holds a bachelor of arts in political science and a master of arts in public administration from California State University, Hayward, and is a member of the Society for Human Resource Management. He and his wife Teresa will relocate to the Phoenix area.

Taking Care of Our Customers

US Airways also announced that Kerry Hester, 37, will join US Airways later this month as vice president, customer service planning. In this newly created position, Hester will coordinate the overall customer travel experience -- from the initial reservation, to check-in at the airport and onto the plane, all the way to what happens in irregular operations situations.

  Isom remarked, "Kerry is a strategic and analytical executive who also has a passion for seamless customer service. Her mission at our airline will include building on our current airport operations and working with other departments to ensure that the travel experience is enjoyable and efficient for our customers."

Hester joins the airline from Northwest Airlines. During her eleven years at Northwest, she built a broad base of airline knowledge through a variety of leadership roles in revenue management, planning, airport operations, and reservations. Most recently, she served as managing director, employee engagement. Prior to joining Northwest Airlines in 1996, Hester worked at Aeroquip Corporation and Andersen Consulting.

Hester graduated with a bachelor of arts in economics from Tulane University and earned a master of business administration from the University of Michigan. She and her husband Doug will relocate to the Phoenix area.

Parker concluded, "We have a great management team today and the additional bench strength these three executives bring will help complete our integration and build a great place to work for our people and an airline that customers enjoy flying."

US Airways is the fifth largest domestic airline employing more than 36,000 aviation professionals worldwide.  US Airways, US Airways Shuttle and US Airways Express operate approximately 3,800 flights per day and serve more than 230 communities in the U.S., Canada, Europe, the Caribbean and Latin America.  The new US Airways -- the product of a merger between America West and US Airways in September 2005 -- is a member of the Star Alliance, which provides connections for our customers to 855 destinations in 155 countries worldwide.  This press release and additional information on US Airways can be found at www.usairways.com. (LCCG)

-Fly With US-

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