' 'Going Private' ' Approved by the Board
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' 'Going Private' ' Approved by the Board TWA announced May 6 that its Chair TWA common stock from a financial point man, Carl C. kahn, improved his recent of view and will recommend that the com going private offer and that the TWA mon stockhold�rs approve the transaction. Board of Directors approved the revised The Independent Committee reached its offer. Under the revised offer, common decision after having received the stockholders not affiliated with Mr. kahn preliminary oral opinion of the investment would receive, for each share of TWA banking firm of Dillon, Read & Co., Inc. common stock, $20 in cash and $30 in that the proposed transaction as revised face amount of 12% junior subordinated is fair to public holders of TWA commo� ci.ebentures due in 2008. The revised of stock from a financial point of view. fer represents an increase in the face The proposal also contemplates that at amount of debentures from the the time of the closing, TWA will redeem Clifford L. Kirkpatrick, ICT ground services, accepts the medallion from Mr. Corr 12% origil'}ally proposed $29. its 4% subordinated debentures due as the winner of the "President's Award." more photos by Rose Dickeson on p. 4-5. The transaction will result in entities March 1, 1992, approximately $45.4 owned by Mr. kahn, which now own ap million principal amount of which is proximately 77% of TWA's common presently outstanding, its 5% subordinated debentures due January 1, 1994, approx stock, becoming the sole · common ''Award of Excellence'' stockholder of TWA (except for approx imately $19.1 million principal amount of imately 10% to be owned by employee which is presently outstanding, as well as stock ownership plans). The entities con certain other indebtedness. Furthermore Honors 88 Employees trolled by Mr. kahn .would receive, for it is anticipated that TWA will seek the con� each share of TWA common stock, a sent of the holders of $2.25 preferred stock Eighty-eight employees have been received a TWA ring, Caithne�s package consisting of $20 in cash (and/or to eliminate voting rights for that stock and honored with the "Award of Excellence" paperweight, $100 check and two class 5 cash-equivalent consideration), a new that the outstanding shares of $6 prefer positive roundtrip passes. for their outstanding service to TWA in red stock will be exchanged on September provid issue of preferred stock and a retained The group was hosted by the airline Winners and their guests were 1987. share of common stock. 30, 1988 (or such earlier date as may be night's accommodations at the at the annual dinner April 23 at New York ed one approved) for 12% junior subordinated and a Sunday morning The transaction will be subject to the City's Waldorf-Astoria. Waldorf-Astoria debentures as permitted by the terms of the breakfast. satisfaction of various conditions, including D. Joseph Corr, president and chief $6 preferred stock. the execution of a definitive merger agree operating officer, recognized the recipients ment, regulatory clearance of proxy and "for their dedication to making 1987 the related materials and approval by a ma most profitable year in TWA history." TWA EARNINGS Clifford L. Kirkpatrick is the win jority of TWA common stockholders unaf TWA reported April 22 that its 1988 first Top management officials in marketing' ner of the 1987 "President's Award " filiated with Mr. kahn. A stockholders' quarter operating loss of $7.8 million was and sales, inflight services, flight opera TWA's top employee award. He s meeting will be scheduled for later in the the best operating performance for TWA's tions, finance, ground operations and in I a lead ramp service agent at Wichita. year to vote .on the proposed merger. traditionally most unprofitable quarter in ternational affairs made the presentations On April 21, 1988, the Independent over twenty years and was $16.5 million to -their employees. He was recognized for his quick, Committee of TWA's Board was re better than the first quarter operating loss The evening's highlight, the "Presi assertive action to control an over established to evaluate the fairness of Mr. in 1987. Since deregulatio-n in 1978 night 727 and prevent damage when dent's Award" was given by Mr. Corr kahn's proposal to public holders of TWA TWA's first quarter operating losses hav high winds in June, 1987, created � to Clifford L. Kirkpatrick, ICT ground common stock. The Independent Com averaged in excess of $78.0 million. These potential trouble at Mid-Continent operations. Chairman Carl kahn ad mittee has determined that Mr. kahn's results include a change in quarter of Airport. The storm moved the jet 18 dressed the employees. revised offer is fair to the public holders of 1988. inches in 25 minutes, and the nose The cocktail reception, dinner and ended up only 18 inches from the awards ceremony were followed by danc jetway. ing until. early Sunday morning. Kirkpatrick performed a series of As the winner of the 'President's 20 'chocking' procedures until the Award,' Kirkpatrick received a TWA 727 was stabilized. He says the jet medallion, $500 check and two class 3 had to jump 12 inches just to clear positive roundtrip passes. In addition, he the chocks. will have his name inscribed on a wall He has served TWA for 21 years, plaque at 605. all of them in Wichita, his Each "Award of Excellence" winner hometown. -Court Dismisses lAM Lawsuit On Tuesday, May 3, 1988 the Federal Thus they asserted that the federal court District Court for the Southern District of had jurisdiction to hear the case as TWA's New York dismissed a lawsuit filed last actions constituted a major dispute under year by the International Association of the Railway Labor Act. APRIL 1988 MONTHLY TRAFFIC FIGURES Machinists against TWA. The basis for the In dismissing the lawsuit, th� court found SCHEDULED SERVICES -lAM's suit was its allegations that TWA had that any claims that the lAM may have improperly disposed of and failed to regarding these matters do not arise from APRIL %Change replace certain assets, failed to obtain ag the collective bargaining agreement be 1988 1987 Passengers 2,052,900 2,157,300 (4.8) gregate pay and benefit reductions from tween tWA and the lAM and therefore RPM (000) 2,713,700 2,723,200 (0.3) non-union employees; failed to make that the court did not have jurisdiction t � ASM (000) 4,375,200 4,064,400 7.6 minimum capital expenditures; failed to hear the case. The court noted that while - L/F (%) 62.0 67.0 implement a 401(K) plan; and had im TWA had moved for dismissal of the YEAR-END %Change properly made substantial investments in lawsuit, "It should be emphasized that 1988 1987 Passengers 7,701,100 7, 750,900 (0.6) non-airline businesses. The lAM claimed TWA does not disclaim its obligations RPM (000) 9, 731,400 9,461,100 2.9 that these actions violated the agreements under the agreement. TWA asks only that ASM (000) 16,922,400 15,247,700 11.0 which led to Carl kahn's taking control of the lAM now be held to its end of those L/F (%) 57.5 62.0 TWA, and hence the collective bargaining agreements." agreement between TWA and the lAM. letters --------------------- Employees with questions and comments should send them to the SKYLINER, TWA, P.O. Box 10007, St. Louis, MO 63145. The letter must be signed, though your name will be held in confi4ence by the editor if you request it. Unsigned letters will be discarded. Questions will be answered in future editions of the SKYLINER. Dear Skyliner: On March 1st, as reported in your issue, I made my 25th anniversary by TWA. Referring to manual chart 10.38 I had to receive pin. Actually no pin nor any wish received from head office. Here, in Rome, all personnel are waiting for the pin since 3 (three) years.· Is this procedure approved? If affirmative, please advise to change TWA manual - If still valid, please ask the top personnel director to forward pin addressed to my attention directly. Thank you, - -.� �=��-7<::� .l Zinanni Evangensta � ..... � .. ' Food A/C Servicing- FCO & Governor Signs Lien Bill Dear Mr. Zinanni: Missouri Gov. John Ashcroft signs a new'hill into law at his Jefferson City office. From the left are Jim Mollenkamp, TWA associate .general counsel; Don Morrison, TWA's 1988 service pin order was placed in December 1987, but was not received TWA staff vice president, public affairs; Mark Youngdahl, house chairman; Sue in Kansas City until February 1988. Although appropriate quantities were immediately forwarded to all non-U.S. locations, those destined for Italy apparently never reached Shear, bill co-sponsor; Gov. Ashcroft; Rep. John Birch, bill co-sponsor and TWA their destination. Replacements were ordered and shipped in March. A check with local technician; Gerald Randall, lAM legislative committee chairman; and Sen. Ed management in Rome indicates that the pins are now on hand awaiting appropriate Quick. The legislation will enable TWA to collect on contract work when the other presentation. TWA management in Rome will also look into your suggestion that other party is forced to reorganize financially. employees may not have received their service pins. Eleanor M. Baisden Director, Compensation System Tourney. Dear Sirs, Set For MIA Since the advent of frequent flyer programs the travels of a space available non-rev TWA System Golf Tournament have been much more difficult and the value of that benefit has been significantly update - As of May the tournament Passenger diminished iri my opinion.