AFA - US
Airways E-Line June 20, 2002
http://www.afausairways.org/eline.htm |
Don't pass rumors.
Get the facts. Stay informed.
If you have questions or
suggestions for the Negotiating Committee, use the FORM
found on the main page of the website: http://www.afausairways.org
or call 800-531-3242. |
Contents:
Company
Proposal
Restructuring Program Term
Sheet Can Also be viewed HERE
US Airways Group, Inc. (the
Company), US Airways, Inc. (US Airways) and the Association of Flight Attendants
(the Association) intend to negotiate and document the following terms
and conditions with respect to the Association's participation in the Company's
restructuring program (Restructuring Program):
Effective Date: July 1,
2002
Contract Extension:
The amendable date of the 2000 US Airways Flight Attendant collective bargaining
agreement (the "Agreement") will be extended to December 31, 2008.
Revisions to Hourly
Pay Rates: The hourly
pay rates contained in Section 3 of the Agreement will be revised as follows,
and as indicated on Attachment A:
Effective July 1, 2002, the
hourly wage rates set forth in Section 3.A of the Basic Agreement will
be equal to 95 percent of the hourly rates that were in effect immediately
prior to the effective date of the Agreement (May 1, 2000).
Effective January 1, 2004,
the hourly wage rates set forth in Section 3.A of the Basic Agreement will
be equal to the hourly rates that were in effect immediately prior to the
effective date of the Agreement (May 1, 2000).
Effective January 1, 2004,
on each successive January 1, through and including January 1, 2008, the
hourly rates will be increased by an additional 2%.
In no event shall an hourly
rate in effect as of June 30, 2002, be reduced if that rate, when computed
at 85 hours per month produces less than $30,000 annually.
The parties may reconvene
to negotiate productivity improvements to offset the wage decreases outlined
above.
No-Furlough Clause:
Section 1.E of the Agreement will be deleted.
MidAtlantic Airways:
Furloughed US Airways flight attendants will be provided job opportunities
at MidAtlantic Airways in seniority order and in accordance with protocols
established by the parties.
Longevity Pay: Longevity
Pay: Section 3.Q will be discontinued effective July 1, 2002 and,
effective January 1, 2004, reinstated to the May 1, 2003 level (as proposed
by AFA).
Per Diem: Effective
July 1, 2002, the hourly payment for meal expenses under Section 4.A will
be decreased to $1.20 per trip hour for domestic and $1.50 for international.
Effective January 1, 2004,
the hourly payment for meal expenses will be increased to $2.00 per trip
hour for domestic and $2.20 for international.
Crew Meals: Section
4.3 of the Agreement will be eliminated.
Uniform Allowance:
Section 6.A.3 of the Agreement will be eliminated.
Deadheading: As an
exception to Section 14.A.1.a, during the period from July 1, 2002 through
December 31, 2003, all deadheading at Company request shall be paid at
50% but will continue to be credited at 100%.
Effective January 1, 2004,
deadheading shall be paid and credited as provided in Section 14.A.1.a
of the Agreement.
Vacation: For the
period beginning July 1, 2002 and ending on December 31, 2003, any flight
attendant taking seven (7) or more consecutive vacation days will be paid
at the applicable 0-17 year rate specified in Section 7.B.1 of the Agreement.
For the period beginning
July 1, 2002 and ending on December 31, 2003, vacation accrual rates shall
be reduced by 20%.
Sick Leave: Effective
July 1, 2002, sick leave accrual under Section 8.B.1 shall be reduced to
four hours (4:00) of sick leave credit per month, other than for 55-Hour
Option flight attendants, for whom the accrual rate shall be reduced to
two hours (2:00) of sick leave credit for each month of service.
Reserve Override:
Section 3.N of the Agreement will be deleted.
Health Plans: Sections
22.A of the Basic Agreement, Letter #1 (Managed Care) and all related sections
or letters of agreement establishing any obligation to provide health insurance
will be rescinded, and the Company's sole obligation to provide health
insurance will be as proposed by the Company on June 12, 2002.
Preferred Stock: In
exchange for a temporary 5% wage reduction with a snap back in 2004, the
Company will issue Convertible Preferred Stock as described in Attachment
A.
Governance: 1 seat
on the Board of Directors to represent and be designated jointly by all
employee groups -- no supermajority voting rights, etc. Board member
to be a reputable member of the business community not employed by the
Company or any of the unions.
Labor Advisory Committee
Negotiation Fees and Expenses:
The Company will pay agreed-upon fees and expenses incurred by the Association
in connection with the review, design, negotiation, approval, ratification
and implementation of the Restructuring Program.
Documentation and
Approvals: The Association's
participation in the Restructuring Program will additionally be contingent
on full and complete documentation of this Term Sheet in a manner acceptable
to the Company, US Airways and the Association, approval by the Association,
membership ratification, and approval by the Company
Preferred
Stock Term Sheet
US Airways Group, Inc.
Response to AFA Proposal
Preferred Stock Term Sheet
I.
General
Issuer: US Airways
Group, Inc. (the "Issuer").
Securities: Series
A Preferred Stock of the Issuer (the "Series A Preferred Stock"), Series
B Convertible Preferred Stock of the Issuer (the "Series B Convertible
Preferred Stock"), and Series C Preferred Stock of the Issuer (the "Series
C Preferred Stock," and, together with the Series A Preferred Stock and
Series B Convertible Preferred Stock, the "Securities"). $500 million
in Series A Preferred Stock will be issued on the effective date of the
wage concessions which may, at the election of the Issuer, be exchanged
for Series B Convertible Preferred Stock following the authorization of
sufficient share of the Company's common stock by its shareholders.
Dividends on the Securities shall be payable, at the election of the Issuer,
in shares of Series C Preferred Stock for the first 8 years.
Holders: Initially,
one or more Employee Stock Ownership Plans for the benefit of members of
all employee groups of US Airways, Inc. ("Airways") (excluding officers
of the Issuer and Airways) (the "Holders").
Allocations: [Mechanics
to be established.]
Transfers by Participants:
In accordance with securities law guidelines.
Aggregate Stated Value:
$500 million.
Effective Date: The
effective date of the wage concessions (the "Effective Date").
Charter Amendment: The
Issuer will covenant to use commercially reasonable efforts to, promptly
following the Effective Date, prepare and mail a proxy statement with respect
to an amendment of the Issuer's Certificate of Incorporation to increase
the authorized common stock of the Issuer (the "Charter Amendment") to
a level which is sufficient, in the reasonable discretion of the Issuer's
Board of Directors, to permit the conversion of the Series B Convertible
Preferred Stock into the Issuer's common stock.
II. Series A Preferred
Stock
Dividend Rate: 7.0%
per annum increased by 1.0% per annum on each anniversary of the Effective
Date up to a maximum rate of 15.0% per annum (the "Series A Dividend");
provided that such increase in the Series A Dividend rate shall not become
effective until the utilization by the Issuer of all of its net operating
losses (the "Rate Suspension"). The series A Dividend shall be payable
annually in arrears.
If the Charter Amendment
is not approved by a requisite vote of the stockholders of the Issuer on
or before the first anniversary of the Effective Date, the Rate Suspension
will be revoked until the Charter Amendment is so approved, at which time
the Rate Suspension shall be reinstated and the Series A Dividend shall
return to 7.0% per annum.
PIK Dividends: Dividends
due on the first eight payment dates shall be payable, at the election
of the Issuer, in either cash or Series C Preferred Stock at par.
Redemption: 20% of
the Series A Preferred Stock shall be redeemed out of funds legally available
therefore on each of the 11th through 15th anniversaries of the Effective
Date for its face value plus accrued but unpaid dividends.
Exchange: All the
Series A Preferred Stock shall be exchanged for Series B Convertible Preferred
Stock following the approval of the Charter Amendment by a requisite number
of the Issuer's stockholders as follows:
(i) at the option
of the Issuer, at any time; and
(ii) at the option of the
Holders, at any time after the 8th anniversary of the Effective Date.
Voting Rights:
The Series A Preferred Stock shall have such voting rights as are required
by law. Voting shall be on a pass-through basis by participants in
the Holders.
Registration Rights:
None.
Merger of the Issuer:
Series A Preferred Stock shall remain stock of the surviving company upon
a merger of the Issuer.
III. Series B Convertible
Preferred Stock
Dividend Rate: 7.0%
per annum (the "Series B Dividend"). The Series B Dividend shall
be payable annually in arrears.
PIK Dividends: Dividends
due on the first eight payment dates shall be payable, at the election
of the Issuer, in either cash or Series C Preferred Stock at par.
Conversion by Holders:
The Holders may convert Series B Convertible Preferred Stock into shares
of the Issuer's common stock at a conversion price of $15 per share (the
"Conversion Price"), subject to customary anti-dilution adjustments, (a)
at any time after the later of (i) December 31, 2009, and (ii) the utilization
by the Issuer of all of its net operating losses, or (b) upon an ownership
change (as defined in Section 382 of the Internal Revenue Code of 1986,
as amended) of the Issuer; provided that such ownership change is not a
result of action by an employee group.
Redemption: 20% of
the Series B Convertible Preferred Stock shall be redeemed out of funds
legally available therefore on each of the 11th through 15th anniversaries
of the Effective Date for its face value plus accrued but unpaid dividends.
The Issuer may redeem all
or any portion of the Series B Convertible Preferred Stock at 80% of its
face value plus accrued but unpaid dividends if the closing price of one
share of the Issuer's common stock exceeds the Conversion Price for more
than 20 consecutive trading days.
Anti-Dilution: The
certificate of designation of the Series B Convertible Preferred Stock
will contain customary anti-dilution provisions.
Voting Rights: The
Series B Convertible Preferred Stock shall have such voting rights as are
required by law. Voting shall be on a pass-through basis by participants
in the Holder.
Registration Rights:
None.
Merger of the Issuer:
Series B Convertible Preferred Stock shall remain stock of the surviving
company upon a merger of the Issuer.
IV. Series C Preferred
Stock
Dividend Rate: 7.0%
per annum (the "Series C Dividend"). The Series C Dividend shall
be payable annually in arrears.
Dividends: Dividends
due on the first eight payment dates shall be payable at the election of
the Issuer, in either cash or Series C Preferred Stock at par.
Redemption: 20% of
the Series C Preferred Stock shall be redeemed out of funds legally available
therefore on the 11th through 15th anniversaries of the Effective Date
for its face value plus accrued but unpaid dividends.
The Issuer may redeem all
or any portion of the Series C Preferred Stock at its face value plus accrued
but unpaid dividends if the closing price of one share of the Issuer's
common stock exceeds the Conversion Price for more than 20 consecutive
trading days.
Voting Rights: The
Series C Preferred Stock shall have such rights as are required by law.
Voting shall be on a pass-through basis by participants in the Holder.
Registration Rights:
None.
Merger of the Issuer:
Series C Convertible Preferred Stock shall remain stock of the surviving
company upon a merger of the Issuer.
Have
you updated your profile yet?
The *E-Line*
now uses a new and improved list server at union voice.org. This change
will enable is to bring you improved services in the near future. But we
must have your union voice.org profile updated for this to happen. You
can join, update your profile - including changing your e-mail address
- by visiting http://www.unionvoice.org/e_line_afa_usairways/join.html |
