UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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): December 13, 2013
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 | 75-1825172 | ||
| Delaware | 1-2691 | 13-1502798 | ||
| Delaware | 1-8444 | 54-1194634 | ||
| Delaware | 1-8442 | 53-0218143 | ||
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4333 Amon Carter Blvd., Fort Worth, Texas | 76155 | |
| 4333 Amon Carter Blvd., Fort Worth, Texas | 76155 | |
| 111 West Rio Salado Parkway, Tempe, Arizona | 85281 | |
| 111 West Rio Salado Parkway, Tempe, Arizona | 85281 | |
| (Address of principal executive offices) | (Zip Code) |
(817) 963-1234
(817) 963-1234
(480) 693-0800
(480) 693-0800
(Registrant’s telephone number)
(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 8.01 | OTHER EVENTS |
American Airlines, Inc. (the Company), American Airlines Group Inc.’s wholly-owned subsidiary, issued a press release on December 13, 2013 providing certain information regarding a financing transaction launched by the Company. The press release is attached hereto as Exhibit 99.1.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
The following exhibit is filed herewith:
| Exhibit |
Description | |
| 99.1 | Press Release of American Airlines, Inc. dated December 13, 2013 | |
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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 Chief Financial Officer |
Dated: December 13, 2013
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 Chief Financial Officer |
Dated: December 13, 2013
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 Chief Financial Officer |
Dated: December 13, 2013
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 Chief Financial Officer |
Dated: December 13, 2013
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Exhibit 99.1
|
| ||
|
Sean Collins 817-967-1577 mediarelations@aa.com | |
FOR RELEASE: Friday, Dec. 13, 2013
AMERICAN AIRLINES ANNOUNCES PRIVATE OFFERING OF ENHANCED EQUIPMENT TRUST CERTIFICATES
FORT WORTH, Texas—American Airlines, Inc. (American), a wholly-owned subsidiary of American Airlines Group Inc., today announced the private offering of American Airlines, Inc. Pass Through Certificates, Series 2013-2C (Class C Certificates) in the aggregate face amount of $256,018,000. The Class C Certificates will rank generally junior to the American Airlines, Inc. Pass Through Certificates, Series 2013-2A, which were originally issued on July 31, 2013, and the American Airlines, Inc. Pass Through Certificates, Series 2013-2B, which were originally issued on November 27, 2013.
The Class C Certificates will represent an interest in the assets of a pass through trust, which will hold certain equipment notes expected to be issued by American. Such equipment notes are expected to be secured by 41 currently owned Boeing 737-823 aircraft, 14 currently owned Boeing 757-223 aircraft, one currently owned Boeing 767-323ER and 19 currently owned Boeing 777-223ER aircraft. Proceeds from the issuance of the equipment notes are expected to be used by American to pay fees and expenses relating to this offering and for general corporate purposes.
The Class C Certificates are being offered to qualified institutional buyers, as defined in, and in reliance on, Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The Class C Certificates will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state law.
– more –
American Airlines Announces Private Offering of Enhanced Equipment Trust Certificates
Dec. 13, 2013
Page 2
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of the Class C Certificates in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Statements in this release contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which constitute American’s expectations or beliefs concerning future events. These forward-looking statements are subject to a number of factors that could cause actual results to differ from our expectations, including, but not limited to, factors described in American’s filings with the Securities and Exchange Commission, including American’s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2013, filed on Oct. 17, 2013, American’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on July 18, 2013, American’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on April 18, 2013, as amended by Amendment No. 1 to the Quarterly Report on Form 10-Q/A, filed on June 7, 2013, and American’s Annual Report on Form 10-K for the year ended Dec. 31, 2012, filed on Feb. 20, 2013, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended Dec. 31, 2012, filed on April 16, 2013. Except to the extent required by law, American undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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