425
   Filed by AMR Corporation

Commission File No. 1-8400

Pursuant to Rule 425 Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

 

Subject Company: US Airways Group, Inc.

Commission File No. 001-8444

 

The letter below first appeared in Viracopos Magazine, during the Intermodal trade show in Sao Paulo, Brazil on April 2, 2013.

 

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A Bright Future for American Airlines Cargo

This is an exciting time for American Airlines Cargo and for you, our customer. We are in the midst of creating the new American Airlines, and we’re expanding our network, products and services, fleet and technology to maintain a leadership position in the cargo industry.

This year, we continue to expand our network, providing you with more options to easily transport your cargo to new destinations around the world. In South America, we will soon be adding service from Lima and Bogota to Dallas-Fort Worth, as well as Porto Alegre and Curitiba to Miami. We’re also expanding our network globally, with new service from Dallas-Fort Worth to Seoul, South Korea, as well as Chicago to Dusseldorf, Germany, and New York to Dublin, Ireland.

We are building toward the youngest and most modern fleet among major U.S. carriers. This year, we have 59 new mainline aircraft slated for delivery, and we are in the midst of a significant renewal and transformation of our fleet.

In January, we unveiled our new Boeing 777-300ER, which flew from Sao Paulo to Dallas-Fort Worth. This new aircraft gives us the ability to carry even more cargo, with 38 percent more cargo capacity than the 777-200. This is critical to serving the growing markets in South America and around the world.

At American Airlines Cargo, we are always looking for ways to improve our customer experience. By investing in and improving our infrastructure, products and technology, we are making sure everything we do is aligned to our customers’ needs.

Add to all of that the exciting and historic news that American Airlines and US Airways have announced plans to come together to create the new American Airlines, which will offer more than 6,700 daily flights to 336 destinations in 56 countries.

There are many positive changes ahead, and we remain committed to focusing on our customers and the integrity of our operations. As the new American arrives, we will fly into an exciting and bright future that is full of opportunity for our customers and business.

All of us on the American Airlines Cargo team appreciate your business, and we look forward to strengthening our partnership well into the future.

Kenji Hashimoto

President

American Airlines Cargo

Additional Information and Where To Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction between AMR Corporation (“AMR”) and US Airways Group, Inc. (“US Airways”) will be submitted to the stockholders of US Airways for their consideration. AMR expects to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a prospectus of AMR and a proxy statement of US Airways, and US Airways expects to file with the SEC a definitive proxy statement on Schedule 14A. AMR and US Airways also plan to file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF US AIRWAYS ARE URGED TO


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READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about AMR and US Airways, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by US Airways, when and if available, can be obtained free of charge on US Airways’ website at www.usairways.com or by directing a written request to US Airways Group, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281, Attention: Vice President, Legal Affairs. Copies of the documents filed with the SEC by AMR, when and if available, can be obtained free of charge on AMR’s website at www.aa.com or by directing a written request to AMR Corporation, P.O. Box 619616, MD 5675, Dallas/Fort Worth International Airport, Texas 75261-9616, Attention: Investor Relations or by emailing investor.relations@aa.com.

US Airways, AMR and certain of their respective directors, executive officers and certain members of management may be deemed to be participants in the solicitation of proxies from the stockholders of US Airways in connection with the proposed transaction. Information about the directors and executive officers of US Airways is set forth in its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 27, 2012. Information about the directors and executive officers of AMR is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on February 15, 2012. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the prospectus and proxy statement and other relevant materials when and if filed with the SEC in connection with the proposed transaction.

Cautionary Statement Regarding Forward-Looking Statements

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “forecast” and other similar words. These forward-looking statements are based on AMR’s and US Airways’ current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. The following factors, among others, could cause actual results and financial position and timing of certain events to differ materially from those described in the forward-looking statements: failure of a proposed transaction to be implemented; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of US Airways and AMR generally, including those set forth in the filings of US Airways and AMR with the SEC, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K and other SEC filings, including the registration statement, proxy statement and prospectus. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statements. Neither AMR nor US Airways assumes any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements except as required by law.