================================================================= US AIRWAYS BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2002 (ISSN XXXX-XXXX) August 12, 2002 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------- US AIRWAYS BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtor's cases. New issues are prepared by Geoff J. Bailey, Frauline Sinson-Abangan and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of BUDGET GROUP BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO US AIRWAYS BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF US AIRWAYS [00002] CONSOLIDATED BALANCE SHEET AT MARCH 31, 2002 [00003] COMPANY'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING [00004] US AIRWAYS CHAPTER 11 DATABASE [00005] LIST OF THE DEBTORS' 30-LARGEST UNSECURED CREDITORS [00006] ORGANIZATIONAL MEETING WITH US TRUSTEE TO FORM COMMITTEES KEY DATE CALENDAR ----------------- 08/11/02 Voluntary Petition Date 08/26/02 Deadline for filing Schedules of Assets and Liabilities 08/26/02 Deadline for filing Statement of Financial Affairs 08/26/02 Deadline for filing Lists of Leases and Contracts 08/31/02 Deadline to provide Utilities with adequate assurance 10/10/02 Deadline to make decisions about lease dispositions 11/09/02 Deadline to remove actions pursuant to F.R.B.P. 9027 12/09/02 Expiration of Debtors' Exclusive Plan Proposal Period 02/07/04 Expiration of Debtors' Exclusive Solicitation Period 08/10/04 Deadline for Debtors' Commencement of Avoidance Actions Organizational Meeting with UST to form Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 USC Sec. 341 ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO US AIRWAYS BANKRUPTCY NEWS ----------------------------------------------------------------- US AIRWAYS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) US AIRWAYS BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtor's cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of US AIRWAYS BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF US AIRWAYS ----------------------------------------------------------------- US Airways Group, Inc. 2345 Crystal Dr. Arlington, Virginia 22227 Telephone (703) 872-7000 Fax (703) 872-5307 http://www.usairways.com US Airways operates the seventh-largest airline in the United States and the 14th largest airline in the world. US Airways is the largest air carrier east of the Mississippi River -- where more than 60% of the U.S. population resides. The Company employs nearly 40,000 full-time and part-time workers. In 2001, US Airways carried some 56 million passengers and generated $8.3 billion in operating revenues USAir's North American operations have a "hub-and-spoke" structure with primary domestic hubs in Charlotte, Philadelphia and Pittsburgh. US Airways also has a significant presence in Boston, New York (LaGuardia) and Washington, D.C. (Reagan National) including its Shuttle operation. As of June 30, 2002, USAir provided regularly scheduled airline service to approximately 200 destinations in 38 states across the United States and in Canada, Mexico, the Caribbean and Europe. The Road to Bankruptcy From 1996 through 1999, USAir generated over $2 billion in net profits but 1999 was the Company's last profitable fiscal year based on recurring earnings. In recent years, USAir's profitability was significantly eroded by competitive pressures (including the incursion of both regional jets and low-cost carriers into USAir's operating territories), unfavorable economic trends, and rising fuel and labor costs. The May, 2000 proposed merger of United Airlines and USAir was designed to address this profitability erosion by adding the Company into a global network. During the merger period, which ended in the termination of the agreement after failing to receive approval from the United States Department of Justice in late July, 2001, the Company was precluded from restructuring its operations as a stand-alone carrier. Following the merger termination, the Company embarked on a staged, stand-alone restructuring plan to fix the airline which was preempted by the September 11th terrorists attacks. US Airways was the airline most significantly affected by the events of September 11. Not only were the Company's operations shut down entirely for three days in September, but Ronald Reagan Washington National Airport -- where USAir is the largest carrier -- was closed until October 4, 2001. Service was not fully restored until May 2002. In addition, the East Coast in general has been the part of the country most affected in the aftermath of the attacks. USAir competes heavily with trains and automobiles as a result of its short-haul network and has been affected more than other airlines. The increased airport security charges and procedures have also had a disproportionate impact on short-haul travel. Excluding unusual items, the Company lost $552 million in the fourth quarter of 2001 and $269 million in the first quarter of 2002 -- significantly worse results than would have been experienced absent the attacks. In response to these adverse events, the Company, led by a new management team headed by David N. Siegel, who joined the Company in March 2002, implemented a plan to stabilize the airline and return it to profitability. The plan first required significant cost savings, approximately $1.3 billion, from key constituent groups including employees, vendors, aircraft lessors and other groups. Second, the plan sought to boost revenues and enhance competitiveness by the increased use of regional jets to service markets in an efficient manner. Finally, the Company sought to enhance revenues by entering into a strategic alliance for code sharing with domestic and international airlines. To obtain sufficient liquidity to implement the restructuring plan, the Company sought and obtained conditional approval for a $1 billion, seven-year term loan, $900 million of which will be guaranteed by the federal government, from the Air Transportation Stabilization Board. Jack Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom says that USAir will attempt to use the ATSB-Guaranteed Loan as part of a chapter 11 emergence financing facility. While USAir was able to successfully negotiate cost-savings from many of its employee groups, the Company determined that it was unlikely to conclude consensual negotiations with all of the remaining labor groups, various vendors, aircraft lessors and financiers in a time frame necessary to complete an out-of-court restructuring. Factors contributing to this conclusion include the large number of lessors and financiers, the inability of trustees to modify payment terms of public equipment financings without the unanimous consent of holders of widely held trust certificates, and the Company's inability to reject surplus aircraft leases and return excess aircraft outside of chapter 11. Faced with declining seasonal revenues, the Company decided to commence the chapter 11 cases to maximize their liquidity position and their prospects for a successful reorganization. Restructuring Goals Through commencement of the chapter 11 cases, Mr. Siegel relates, the Company intends to use the chapter 11 process on a "fast- track" basis as a means to negotiate with key stakeholders over their respective contributions to the restructuring plan or, absent consensual participation, to utilize the chapter 11 process to achieve the necessary cost savings envisioned in the restructuring plan as required. The Company believes that once the remaining planned cost savings are achieved, they will be able to implement the restructuring plan under a confirmed plan of reorganization, financed in part by the exit financing facility supported by the federal loan guarantee and a proposed $200 million new equity investment by Texas Pacific Group. "Once the restructuring plan is fully implemented, the Company expects to emerge from chapter 11 in the first quarter in 2003 as a stronger, financially sound airline," Mr. Siegel says. In the meantime, US Airways will marshal all of its resources to continue its exceptional service record and customer focus, which has consistently placed it near the top in the U.S. Department of Transportation's monthly statistics for on-time performance, baggage delivery, and customer service. To further strengthen its financial position during the chapter 11 reorganization, the Company has secured commitments for $500 million of debtor-in- possession (DIP) financing from a group of institutions led by Credit Suisse First Boston and Bank of America Corp., with participation from Texas Pacific Group, among others. In recognition of the central importance of its employees to the customer experience and its employees' commitment to the Company's successful restructuring, the Debtors are focused on conducting a labor friendly chapter 11 reorganization, in which the Company will honor ratified labor agreements and provide labor with a voice in the Company's governance through representation on its Board of Directors. ----------------------------------------------------------------- [00002] CONSOLIDATED BALANCE SHEET AT MARCH 31, 2002 ----------------------------------------------------------------- US AIRWAYS GROUP, INC. Condensed Consolidated Balance Sheets At March 31, 2002 (unaudited) ASSETS Current Assets Cash and cash equivalents $230,000,000 Short-term investments 331,000,000 Receivables, net 383,000,000 Materials and supplies, net 209,000,000 Prepaid expenses and other 343,000,000 -------------- Total Current Assets 1,496,000,000 Property and Equipment Flight equipment 6,851,000,000 Ground property and equipment 1,212,000,000 Less accumulated depreciation and amortization (3,363,000,000) -------------- 4,700,000,000 Purchase deposits for flight equipment 63,000,000 -------------- Total Property and Equipment 4,763,000,000 Other Assets Goodwill 531,000,000 Pension assets 409,000,000 Other intangibles, net 329,000,000 Other assets, net 279,000,000 -------------- Total Other Assets 1,548,000,000 -------------- $7,807,000,000 ============== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Current maturities of long-term debt $175,000,000 Accounts payable 525,000,000 Traffic balances payable and unused tickets 1,025,000,000 Accrued aircraft rent 170,000,000 Accrued salaries, wages and vacation 346,000,000 Other accrued expenses 577,000,000 -------------- Total Current Liabilities 2,818,000,000 Noncurrent Liabilities Long-term debt, net of current maturities 3,558,000,000 Accrued aircraft rent 236,000,000 Deferred gains, net 577,000,000 Postretirement benefits other than pensions 1,498,000,000 Employee benefit liabilities and other 1,961,000,000 -------------- Total Noncurrent Liabilities 7,830,000,000 Commitments and Contingencies Stockholders' Equity (Deficit) Common stock 101,000,000 Paid-in capital 2,185,000,000 Retained earnings (deficit) (3,206,000,000) Common stock held in treasury, at cost (1,746,000,000) Deferred compensation (62,000,000) Accumulated other comprehensive income (loss), net of income tax effect (113,000,000) -------------- Total Stockholders' Equity (Deficit) (2,841,000,000) -------------- $7,807,000,000 ============== ----------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASE ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- US Airways to Complete Restructuring Plan in Chapter 11 Reorganization -- All Flights and Customer Programs to Continue Without Interruption; -- Airline Targets First Quarter 2003 Emergence -- $500 Million DIP Financing Led by Credit Suisse First Boston and Bank of America Corp.; -- New $200 Million Equity Investment to be Coupled With $1 Billion ATSB Loan -- Airline Reaffirms Commitment to Labor-Friendly Reorganization ARLINGTON, Virginia -- August 11, 2002 -- US Airways Group, Inc. (NYSE: U) today announced that, in order to facilitate the prompt completion of its restructuring initiatives, the Company and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code. The airline said today's action will allow the company to effect cost savings from aircraft lessors and financiers and other key stakeholders as a means of ensuring the Company's return to profitability. "Ultimately, this effort is about our customers, employees, and the communities we serve, as we seek to fix the airline's finances and return to profitability. US Airways will continue to operate while we complete our financial restructuring, and our customers should be confident that we will continue service to the more than 200 communities in our network," said US Airways President and Chief Executive Officer David Siegel. "Our Dividend Miles program will continue to offer millions of fliers significant award benefits throughout the restructuring process and beyond, and the co-branded US Airways/Bank of America credit card and similar programs will be unaffected. Our employees, whose hard work and dedication are essential to the success of our restructuring, will continue to be paid on their regular payroll schedule and benefit programs will continue. Vendors will be paid in the ordinary course for goods and services provided going forward." The Company filed its petitions on Sunday evening in the U.S. Bankruptcy Court for the Eastern District of Virginia in Alexandria. The Company's petitions listed assets of approximately $7.81 billion and liabilities of approximately $7.83 billion. The Court has scheduled a hearing on the Company's first day motions for 10:30 a.m. EDT on Monday, Aug. 12, 2002, before the Honorable Robert G. Mayer in Courtroom No. 3 at the Martin Bostetter Jr. U.S. Courthouse in Alexandria. US Airways has secured commitments for $500 million in debtor-in-possession (DIP) financing from a group of institutions led by Credit Suisse First Boston and Bank of America Corp., with participation from Texas Pacific Group, among others. In a move to strengthen its balance sheet, US Airways announced that Texas Pacific Group has entered into a memorandum of understanding to provide a $200 million investment in the new equity of the airline upon its emergence from Chapter 11 protection, which the Company anticipates will be coupled with the $1 billion collateralized loan backed by the federal guarantee that has been conditionally approved by the Air Transportation Stabilization Board (ATSB). The Company expects that its court-supervised restructuring will be accomplished on a "fast-track" basis and has targeted emergence from Chapter 11 in the first quarter of 2003. Siegel said that the participation of top-tier institutions such as Credit Suisse First Boston, Bank of America, and Texas Pacific Group was a strong endorsement of the Company's restructuring plan, the airline's franchise, and the overall confidence in the eventual rebound of the airline sector. Under the terms of its memorandum of understanding, Texas Pacific Group will make a $200 million investment in the equity of the airline upon its emergence from Chapter 11 protection. This investment, which remains subject to continuing diligence and final documentation, competing and/or higher offers, and court approval, would result in Texas Pacific Group owning about 38% of the airline post-emergence. In addition, Texas Pacific Group would hold seats on the reconstituted Board of Directors when US Airways emerges from Chapter 11 protection. "In the face of an uncertain and trying time for the industry, we have been impressed by the major strides taken by US Airways' management and employees to significantly improve the competitiveness of the airline," said Richard P. Schifter, partner, Texas Pacific Group. "Given the progress made to date, the time required in Chapter 11 to complete the restructuring should be relatively brief. We look forward to finalizing our arrangements so that, together with the ATSB financing, our capital and industry experience can contribute to the Company's prompt emergence and long term prosperity." US Airways was the hardest hit of U.S. airlines by the aftermath of September 11. The prolonged closure of Washington Reagan National Airport, higher security costs, the economic recession, and the cutback in travel along the east coast, all contributed significantly to the Company's financial losses. Siegel was appointed president and chief executive officer of the airline in March 2002, with the task of reversing financial losses which have exceeded $1.5 billion over the previous four reported quarters. After a thorough strategic, operational and financial review, the Company put in place a three-part restructuring plan that involves improving liquidity, increasing revenues, and reducing costs, to allow the Company to take advantage of its competitive strengths and return to profitability. So far, the following milestones have been accomplished: Improving Liquidity: The Company said the $500 million DIP facility should provide it with ample liquidity in the interim during its Chapter 11 proceeding. Additionally, on July 10, 2002, US Airways received conditional approval from the ATSB for a federal guarantee of $900 million of a $1 billion loan. The Company expects to satisfy all conditions set forth by the ATSB in the context of a successful court-supervised restructuring in order to secure the loan's proceeds upon emergence from Chapter 11. The $1 billion ATSB loan, and the Texas Pacific Group's $200 million equity investment, coupled with significant cost reductions and revenue enhancement initiatives, will dramatically improve the Company's cash flow and balance sheet, as it implements all aspects of the restructuring plan to achieve its goal of returning to profitability. Increasing Revenues: In late July, the Company entered into an agreement for a marketing alliance with United Airlines and submitted the plan to the U.S. Department of Transportation (DOT) for review. The alliance includes a codeshare agreement to allow passengers to book tickets on both carriers to a wider array of destinations, as well as to access both carriers' frequent flier programs and airport lounges. Patterned after existing marketing alliances among other domestic and international carriers, the alliance is expected to increase the Company's revenues up to $200 million per year as it helps the airline expand its network beyond its focus in the eastern U.S. and the Caribbean, providing broader service to its customers. In addition, US Airways continues to negotiate with two regional jet manufacturers -- Embraer and Bombardier. Both manufacturers remain committed to providing the airline with a large number of regional jets (RJ). While commercial terms are nearly complete, final selection of manufacturers, aircraft size and type depend on the successful conclusion of an overall restructuring plan and specific financing terms. US Airways plans to execute an order for up to 200 firm deliveries and 300 options for regional jets, consistent with the RJ scope clause provisions negotiated in the recently-ratified agreement with the Air Line Pilots Association (ALPA). Reducing Costs: The Company's restructuring plan is predicated upon achieving binding commitments for cost-savings from employees, aircraft lessors and financiers and other parties. On the labor front, the Company has ratified agreements with ALPA, the Association of Flight Attendants (AFA), and the Transport Workers Union (TWU) unit which represents flight crew training instructors. The Company is awaiting the ratification of agreements with TWU units for dispatchers and simulator engineers. In addition, officers, management and non-union employees are taking pay cuts, foregoing bonuses, and taking benefit cuts similar to unionized workers. The International Association of Machinists (IAM) has informed the Company that it will put out for ratification the final restructuring package for the mechanics and related work group, fleet service, and maintenance trainers, which will be comparable to the cost savings targets set for all other labor groups. The remaining union, the Communications Workers of America (CWA), has not yet reached an agreement with US Airways. However, the Company has asked the CWA to put out for ratification the restructuring package for customer service and reservations agents, but has not yet received a formal response. The Company remains committed to either reaching an agreement with the CWA, or ensuring that savings are obtained through the bankruptcy process. While US Airways was able to successfully negotiate cost- savings from many of its employee groups, the Company determined that it was unlikely to conclude consensual negotiations with certain vendors, aircraft lessors and financiers in a timeframe necessary to complete an out-of-court restructuring. Siegel cited as factors the large number of lessors and financiers and the Company's inability to reject surplus aircraft leases and return excess aircraft outside of Chapter 11. "Our employees have not only been running a great airline, but have also committed themselves to the Company's successful restructuring. We recognize the impact the sacrifices they are making will have on them and their families. In exchange for their participation, we have committed that this will be a labor- friendly Chapter 11 reorganization, in which we will honor new agreements that have been ratified, and provide labor with a voice in the Company's governance through representation on the Board of Directors," Siegel said. "Our efforts will now be focused on renegotiating favorable terms with certain large vendors, lenders and aircraft lessors, which is essential to accomplish our restructuring initiatives. Our reorganization is critical not only to our employees, but also to the economies of the communities we serve." US Airways continues its exceptional service record, consistently placing near the top in the DOT's monthly statistics for on-time performance, baggage delivery, and customer service throughout 2002. In 2001, US Airways finished first in three of the four DOT quality measurements and was ranked as the top network carrier by the Airline Quality Rating index. The largest air carrier east of the Mississippi where more than 60 percent of the U.S. population resides, US Airways operates the seventh largest airline in the United States and the fourteenth largest airline in the world with approximately 40,000 full-time and part-time employees. US Airways carried approximately 56 million passengers last year with regularly scheduled service to approximately 200 destinations in 38 states across the United States and in Canada, Mexico, the Caribbean and Europe. Operating revenues for the year ended December 31, 2001 were approximately $8.3 billion. As part of the Company's timetable to emerge from Chapter 11 reorganization, the Company intends to file its disclosure statement and plan of reorganization by December 31, 2002. The Company presently contemplates that one of the elements of any plan of reorganization may be the cancellation of the Company's existing equity securities without the prospects of any distribution to existing holders. There is no assurance as to what values, if any, will be ascribed in the Chapter 11 cases as to the value of the Company's existing common stock and/or any other equity securities. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these securities as the value and prospects are highly speculative. ----------------------------------------------------------------- [00004] US AIRWAYS CHAPTER 11 DATABASE ----------------------------------------------------------------- Debtor Entities Filing Separate Chapter 11 Petitions: Case No. Debtor Entity -------- ------------- 02-83984 US Airways Group, Inc. 02-83985 US Airways, Inc. 02-83986 Allegheny Airlines, Inc. 02-83987 PSA Airlines, Inc. 02-83988 Piedmont Airlines, Inc. 02-83989 MidAtlantic Airways, Inc. 02-83990 US Airways Leasing and Sales, Inc. 02-83991 Material Services Company, Inc. Petition Date: August 11, 2002 U.S. Bankruptcy Court: United States Bankruptcy Court Eastern District of Virginia Alexandria Division Street Address: U.S. Bankruptcy Court 200 S. Washington St. Alexandria, VA 22314 Telephone (703) 258-1200 Mailing Address: U.S. Bankruptcy Court P.O. Box 19247 Alexandria, VA 22320-0247 Bankruptcy Judge: The Honorable Stephen S. Mitchell Debtors' Counsel: John Wm. Butler, Jr., Esq. John K. Lyons, Esq. Skadden, Arps, Slate, Meagher & Flom 333 West Wacker Drive Chicago, IL 60606 Telephone (312) 407-0700 - and - Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036-6522 - and - Lawrence E. Rifken, Esq. McGuireWoods LLP 1750 Tysons Boulevard, Suite 1800 McLean, VA 22102-4215 Telephone (703) 712-5000 Debtors' Financial Advisors & Investment Bankers: Seabury Advisors LLC Seabury Securities LLC Seabury Solutions LLC Seabury Airport Advisory Services LLC Debtors' Special Counsel: O'Melveny & Myers LLP Debtors' Restructuring Advisor: PricewaterhouseCoopers LLP Debtors' Auditor & Tax Advisor: KPMG LLP Claims & Noticing Agent: Logan & Company, Inc. U.S. Trustee: United States Trustee for Region IV 115 South Union St. Plaza Level, Suite 210 Alexandria, Virginia 22314 Telephone: (703) 557-7176 Facsimile: (703) 557-7279 ----------------------------------------------------------------- [00005] LIST OF THE DEBTORS' 30-LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Creditor Nature of Claim Claim Amount -------- --------------- ------------ J.P. MORGAN TRUST COMPANY, Unsecured $71,140,000 NATIONAL ASSOCIATION Facilities One Oxford Centre Loan 301 Grant Street, Suite 1100 Pittsburgh, PA 15219 Attn: Douglas Wilson Phone: (412) 291-2080 Fax: (412) 751-9301 WILMINGTON TRUST COMPANY Trade -- $49,989,085 Financial Services Officer Aircraft Corporate Trust Dept. Deferred Rodney Square North Payments 1100 North Market Street Wilmington, DE 19890 Attn: Robert P. Hines, Jr. Phone: (302) 636-6197 Fax: (302) 636-4140 ELECTRONIC DATA SYSTEMS Trade -- $46,909,431 CORPORATION Contractual 5400 Legacy Drive Mail Drop H3-5C-47 Plano, TX 75024 Attn: Doug Frederick President, Operation Solutions Phone: (972) 797-4069 Fax: (972) 605-4555 STATE STREET BANK AND TRUST CO. Trade -- $36,114,451 Global Investor Services Group Aircraft Corporate Trust, P.O. Box 778 Deferred Boston, MA 02102 Payments Attn: E. Decker Adams Vice President Phone: (617) 662-1754 Fax: (617) 662-1456 U FIRST UNION NATIONAL BANK Trade -- $16,285,791 Corporate Trust Department Aircraft 401 South Tryon Street Deferred Charlotte, NC 28288 Payments Attn: Robert L. Bice, II Fax: (704) 374-6682 Phone: (704) 715-3021 GENERAL ELECTRIC CAPITAL CORP. Trade -- $12,795,060 GE Capital Aviation Services- Aircraft Structured Finance Deferred 201 High Ridge Road Payments Stamford, CT 06927 Attn: Ron Wainshal Phone: (203) 316-7560 Fax: (203) 961-6906 AIRLEASE Trade -- $5,814,634 555 California Street Return San Francsisco, CA 94104 Claims Attn: Jad Mansour Phone: (415) 765-1848 Fax: (415) 765-1817 D ALLEGHENY COUNTY AIRPORT Trade -- $4,589,836 1000 Airport Blvd. Airport Pittsburgh, PA 15231 Authority Attn: Edward Moeller Phone: (412) 472-5559 Fax: (412) 472-5725 CITY OF PHILADELPHIA Trade -- $3,167,485 Philadelphia International Airport Airport Authority Philadelphia, PA 19153 Attn: Leslie Turner Phone: (215) 937-5480 Fax: (215) 937-5480 CITY OF CHARLOTTE AIRPORT Trade -- $2,566,909 5501 RC Josh Birmingham Parkway Airport Charlotte, NC 28219 Authority Attn: Carrie Blackwell Phone: (704) 359-4023 Fax: (704) 359-4950 LSG SKY CHEFS Trade -- $2,542,873 524 E Lamar Blvd Arlington, TX 76011 Attn: Mike Mesko Phone: (817) 792-2303 Fax: (817) 792-2460 DEBIS Trade -- $1,830,017 100 N.E. Third Ave. Return Claims Suite 800 Ft. Lauderdale, FL 33301 Attn: Tim Bergin Phone: (954) 760-7777 Fax: (954) 760-7716 BOEING COMMERCIAL AIRPLANES Trade -- $1,297,012 635 Park Ave. N. Parts/Maintenance Mail Code MS 6X UJ Attn Cashier MS 6X CF Renton, WA 98055 Attn: Jennifer Bergsma Phone: (206) 655-1131 Fax: (425) 237-3830 AIR CARGO INCORPORATED Trade -- $1,269,841 1819 Bay Ridge Ave Cargo Handling Annapolis, MD 21403 Attn: Jenny White Phone: (410) 280-5568 Fax: (410) 263-8208 BOEING CAPITAL Trade -- $1,090,000 500 Naches Ave. SW Aircraft 3rd Floor MC 6Y-14 Deferred Renton, WA 98055 Payments Attn: Scott Nicholson Phone: (425) 393-0970 Fax: (425) 393-2904 INTERBORO SCHOOL DISTRICT Trade -- $1,058,793 Philadelphia International Airport Airport Terminal E Authority Philadelphia, PA 19153 Attn: Pamela Powell Phone: (610) 461-6700 Fax: (610) 461-6700 FAIRCHILD DORNIER Trade -- $907,030 10823 North East Entrance Aircraft San Antonio, TX 78216 Parts/Maintenance Attn: Ed Methot Phone: (210) 804-7719 Fax: (210) 824-3021 CHARLES E SMITH COMMERCIAL Trade -- $893,382 REALTY Real Estate 2345 Crystal Drive Services Arlington, VA 22202 Attn: Vicki Lauren Phone: (703)769-1254 Fax: (703) 769-1190 SAN FRANCISCO AIRPORTS Trade -- $841,464 COMMISSION Airport San Francisco International Authority Airport 6th Floor, Rm. 644 San Francisco, CA 94128 Attn: Jess Balageas Phone: (650) 821-2843 Fax: (650) 821-2846 AIRPLANES GROUP Trade -- $798,968 Aviation House Return Shannon Co. Claire, Ireland Claims Attn: Fiona Roche Phone: 353-61-706392 Fax: 353-86-8166392 UNITED HEALTHCARE Trade -- $777,096 22703 Network Place Medical & Dental Chicago, IL 60673-1227 Attn: Rory Doty Phone: (813)818-5613 Fax: (813) 854-3359 THE ROYAL BANK OF SCOTLAND Trade -- $753,908 Manager -- Syndicated Loans Aircraft Agency Deferred 135 Bishopsgate Payments 5th Floor London, EC2 M 3UR Great Britain Attn: Francis Carey Phone: 020 7648 3814 Fax: 020 7615 0106 U HONEYWELL INTERNATIONAL INC Trade -- $687,911 875 W. Elliot Rd Aircraft Ste. 106 Parts/Maintenance Tempe, AZ 85284 Attn: Lori Habeger Phone: (913) 712-0400 Fax: (913) 712-5867 HAMILTON SUNDSTRAND Trade -- $608,642 4747 Harrison Ave. Aircraft Rockford, IL 61125 Parts/Maintenance Attn: Steven Gabscheid Phone: (815) 394-2945 Fax: (815) 394-3558 ROCKWELL COLLINS Trade -- $585,646 400 Collins Rd. NE Aircraft Cedar Rapids, IA 52498 Parts/Maintenance Attn: Brian J. Seeber Phone: (319) 295-3293 Fax: (319) 295-4092 HIGHWOODS FORSYTH LTD Trade -- $575,746 PARTNERSHIP Aircraft 380 Knollwood Street, Ste. 430 Parts/Maintenance Winston Salem, NC 27103 Attn: Allison Saucy Phone: (336) 631-9000 Fax: (336) 725-1969 TOWERS PERRIN Trade -- $567,848 1500 Market Street Other Philadelphia, PA 19102-4790 Professional Attn: Mark Duncan Phone: (416) 960-2700 Fax: (416) 960-2819 GREATER ORLANDO AVIATION Trade -- $548,574 AUTHORITY Airport One Airport Blvd Authority Orlando, FL 32827 Attn: Patti Everst Phone: (407) 825-2017 Fax: (407)825-2259 HILLSBOROUGH COUNTY AVIATION Trade -- $502,340 AUTHORITY Airport Tampa International Airport Authorty 3rd Level Tampa, FL 33607 Attn: Ginny Brewer Phone: (813) 870-8700 Fax: (813) 875-6670 GOODRICH FAIRHOPE SERVICE Trade -- $404,727 1300 West Ave. Aircraft Alabama Service Center Parts/Maintenance Goodrich Aerostructures Grp Foley, AL 36535 USA Attn: Tammy Simmons Phone: (251) 952-3377 Fax: (251) 952-3376 ----------------------------------------------------------------- [00006] ORGANIZATIONAL MEETING WITH US TRUSTEE TO FORM COMMITTEES ----------------------------------------------------------------- The United States Trustee for Region IV will contact each of USAir's 30-largest unsecured creditors at the addresses provided by the Debtors to invite them to an organizational meeting for the purpose of forming one or more official committees of unsecured creditors. Official creditors' committees, constituted under 11 U.S.C. Sec. 1102, ordinarily consist of the seven largest creditors who are willing to serve on a committee. Those committees have the right to employ legal and accounting professionals and financial advisors, at the Debtors' expense. They may investigate the Debtors' business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the chapter 11 cases to a liquidation proceeding. Typically, the U.S. Trustee convenes the organizational meeting within a week to 10 days following the commencement of a chapter 11 case. Creditors who do not send a representative to the organizational meeting typically are not appointed. Contact the U.S. Trustee at (703) 557-7176 to ascertain the time, date and place of this meeting. Immediately following the U.S. Trustee's determinations about how many official committees will be appointed and who will be appointed to each committee, the newly formed committees convene their initial meeting. The first order of business is to listen to the U.S. Trustee explain the powers and duties of the committee as a whole and members' individual responsibilities. The Committee will generally elect a chairman. Thereafter, the Committee typically conducts beauty pageants to select their legal and financial advisors. *** End of Issue No. 1 *** ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: Professor Stuart Gilson's newest title, "Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups." List Price: $79.95 -- Discounted to $55.96 at http://amazon.com/exec/obidos/ASIN/0471405590/internetbankrupt -------------------------------------------------------------------------