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American Airlines sent out a message to its management team Friday advising them that the airline has to file a disclosure with the Securities and Exchange Commission if anybody communicates anything about the pending merger with US Airways and American.

How did we find out? Through an American Airlines’ disclosure that talked about the SEC filings.

“As a reminder, all communications relating to the proposed merger until the merger closes must strictly adhere to SEC Rule 425, which requires that all written statements by or on behalf of American that relate to the merger and could reach a public audience be filed with the SEC on the day the communications are used,” American said in an email to managers.

“To avoid any SEC violations, which include expensive fines and other legal penalties, you’re encouraged to rely on the Communications department to provide all written communications relating to the merger,” the email (and Form 425) said.

We’ve been reading various tweets, Facebook postings, emails and the like that American or its managers have put out ever since the Feb. 14 announcement of the merger. Much of it has been pretty banal, like this Tuesday exchange on American’s intranet with American’s top guy in Miami, the Caribbean and Latin America, Art Torno:

Employee #1 Feb 19, 2013

This is a very important moment for our Division!! to strengthen out position and revenue.. I feel much more optimistic and certain about our future with this messages. Let’s wait for the long process ahead and let’s get prepare because time flies!.

Art Torno Feb 19, 2013


The New American will be a formidible competitor. I am so proud of the work we have done in MCLA in order to position us for success in the future!


But it had to be disclosed.

Because of Rule 425, a daily newsletter for American Airlines maintenance people noted this week that it wasn’t going to mention the merger any more because any mention would require American to file the daily newsletter with the SEC.

On the merger announcement day Feb. 14, we had a couple of reporters go to the Hyatt Regency at D/FW Airport so they could sit in on the employee meeting with AMR/AA chairman and CEO Tom Horton and US Airways chairman and CEO Doug Parker.

They were kept out of the room and told firmly it was a closed meeting not open to the news media. In fact, an AA security guard told Sheryl Jean that she was not allowed to be in the main lobby of the Hyatt. (We’re still laughing about that one.)

Top secret, right? And the next day, American and US Airways filed a complete transcript of everything said in the meeting. In fact, there were no secrets, because of Rule 425.

Keep reading for the “guidance for all leaders” provided Friday by American:

… [visit site to read more]

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