WHINE AND CHEEZ
by


TWA - Two years after Chapter 11



Two years ago this week, one of the oldest and proudest names in aviation, Trans World Airlines (TWA) filed for Chapter 11 bankruptcy protection with intent to sell their assets.

Despite rival bids from independant consortium "Jet Acquisitions Group" (JAG) headed by J. Ralph Atkin, founder of Skywest Airlines and "TWA Acquisition Group" (TAG) a seperate group headed by Brian Freeman and Carl Icahn, former owner of TWA, the sale of TWA was completed to American Airlines in March.

This is the story of some of the memorable events of those hectic few months in early 2001, told from the perspective of a consultant to the JAG bid. Some names have been withheld due to non-disclosure agreements.

March 5, 2001 began with New York city under a severe storm warning. We had flown in from Phoenix the previous night and set up camp at the Hilton Business Center. Our schedule for the day was focussed around the "auction" for TWA which was being conducted at the offices of Kirkland & Ellis, TWA's lawyers, beginning at 10am.

Trying to conduct work on the East Coast when your offices are on the West is always hard, but we had people in Phoenix churning out legal briefs in the wee hours of the morning and faxing them to us at the last minute. To ensure that we were represented there on time, I headed off to K&E's offices with xxx and xxx. We had a fairly large crowd there, a veritable who's who of the industry. Mike Palumbo, TWA's CFO, came over to say hi to us, as did xxx, lawyer for ALPA and Robert Roach of the IAM. Strangely enough, there were very few media people around - the only one I recognized was Jeff Feeley from Bloomberg. Inevitably, we received a cold shoulder from Carl Icahn who sat in the opposite corner of the room with Brian Freeman and Ed Weisfelner - although I do seem to remember that Ed and Leon Marcus came over to exchange pleasantries at some point. Completing the pantomime cast was Emil Bernard of World Airways (sic), resplendant as always in a tailormade suit and mink coat. Notably absent was Bill Compton, as well as any member of AMR's senior management. Alan Miller of Weil, Gotshal & Manges represented AMR. TWA's management was represented by Palumbo, Kate Soled and Mark Abels.

The auction proceedings were a formality since briefs had already been filed, and we knew that the real business would be conducted in the back rooms over lunch. Sure enough, we adjourned for lunch around noon and soon received a visit from a K&E delegation headed up by Jamie Spreyregen, lead counsel on this case. We discussed stuff with them for well over an hour and headed back to the auction room very optimistic about our chances once we provided the documentation requested. Sure enough, Spreyregen adjourned the auction till the 7th at around 2pm, and we headed back to the Hilton desperately needing to get back to Phoenix.

Unfortunately, the-storm-that-never-was had almost every airline cancelling flights to and from New York all day long. The only possibilites to get us back to Phoenix were TWA through St. Louis and ATA through Chicago-Midway. Since TWA was a later flight and a more direct routing, we decided to pick that option.

In the cab on the way to the airport, my cellphone rang. It was Sonia Potter from the NBC affiliate in St.Louis (KSDK). She wanted to know if we could give her any comments about the meeting. Since we were transiting through STL on the way, I offered her an on-camera interview during our layover. She promised to have a crew available and to keep it discreet. TV News? Discreet? Uh huh....

We arrived at a deserted LGA and headed to the TWA counters to pay for and pick up our tickets (did I ever mention how much walkup full-fare tickets suck?). One of the TWA employees recognized our names and the news immediately spread like wildfire. By the time we had reached the gate, I had already received a call from the St.Louis Post-Dispatch asking if we would be willing to do an interview at STL. I figured that since KSDK would already be there, there was nothing to lose, so I consented.

At the gate, we realized that Abels, Palumbo and Soled were all going to be flying back to St.Louis on the same flight as us. Our Y-fares entitled us to Y-UP upgrades into First Class, but we asked to be seated in the back so that we could plot strategy away from their earshot. The 757 was very empty and we had pretty much the entire cabin behind door 3 to ourselves. The only other passengers in that section were a handful of Buddhist monks who sat in silence the whole flight. The Flight Attendants had probably been briefed as to our identities, and we received VIP service. I've never been offered a second round of the cold sandwich in coach before!

We landed in St.Louis on schedule (this was TWA, of course it was on time!) and headed to the gate. I looked out the window and saw a veritable media circus waiting in the terminal. Oh lawd. Tony DePrima was our designated spokesperson and we quickly primped him up. Sure enough, as soon as we were off the jetway we were swamped by 3 TV crews and at least 2 flashbulb wielding print journos. While Tony fielded questions from the TV newshounds, I quietly checked my voicemail to find even more interview requests, notably from the Washington Post and the AP.

We headed over to our connection with TV cameras still in tow and finally boarded the PACKED MD-80. I spent the last minutes before the doors closed giving an interview to the AP from my exit-row seat. The FA gave me some nasty looks during this. I guess she wanted to work for AA?

Ironically enough, that turned out to be my last flight on TWA. I think its fitting to say that it was a pretty memorable one?

March 9 required us to be in Wilmington, DE for Judge Peter Walsh to rule on the auction proceedings. By now, AMR had raised their bid by $245 million which had put them back in the driver's seat. Our plan was to have a late evening strategy meeting in Phoenix on the 8th and then catch the Continental redeye to Newark, connecting to Amtrak for the ride down to Delaware. Our lawyers were already in Wilmington and joined our strategy pow-wow via conference call.

The two of us that were headed to the East Coast set off for the airport clutching our papers and desperately trying to convince Continental to clear our Elite upgrades. I mean c'mon, we were just a Gold and a Silver, but I think the walkup fare more than justified upgrading us? Alas not. The flight was so full that the only seats we could secure were a window and middle in the last row of coach.

After we boarded, the captain announced that a ground engineer had discovered that a flap pin had become damaged during the inbound flight, and as a result we would have to switch aircraft. This tacked on an extra hour to our already tight schedule and left us scrambling to reschedule things. Our plan had been to freshen up and change at the President's Club in Newark, but that had to be scrapped now. I called xxx in Salt Lake City and told him to reschedule our train reservations and to call me back on the GTE AirFone inflight.

We eventually got airborne and set course for Newark. I explained to the FA's in the rear galley what we were up to and they were very helpful. I dragged my small travel iron out of my carry-on and they helped me set up a makeshift ironing board from empty bar cart drawers. In the middle of my ironing, my seat mate from the last row came back to say that the AirFone was ringing with an incoming call for me. Sure enough, our Amtrak had been rescheduled and we were now booked on the Acela. Sweet.

I'm skipping forward in the diary at this point since it gets a little boring. The scene now shifts to the federal courthouse in Wilmington, DE.

The lobby was teeming with reporters. I was recognized by Steve Jankowski (NBC) and John Mills (CBS) and they made an immediate beeline with cameras in tow. I declined comment, but promised to keep them informed as the day progressed. There were a group of APFA Flight Attendants from American Airlines protesting outside and they were getting their share of attention until the TWA pilots showed up.

The TWA pilots entered, about 200-strong, in full uniform and wearing oversized buttons saying "NO ICAHN". Then Bill Compton entered, a former TWA pilot himself and now CEO of the company. He said a few polite hellos to various people in the lobby. "I'm glad to see you guys made it today" were his words to me. Compton then moved to a corner of the lobby and addressed the pilots. His words will stay with me forever.

"Today, we stand here to bid goodbye to the grand old dame that we dedicated our lives to. Believe me, it is the hardest thing that I will ever do to sell her, but I truly believe this is the best option available for the airline and more importantly for her people. Thanks for showing up and Godspeed." There was hardly a dry eye in the entire lobby after that.

Finally, my last diary excerpt comes from the next evening. Judge Peter Walsh had all but ruled in favor of American Airlines and the only remaining formality was for the ink to dry on the paperwork. I had a quick meeting in Nashville, so I routed myself back to Atlanta on Delta via Cincy and Nashville.

I came back in through security and realized that I had about an hour to kill before my Delta flight. Looking at the arrival boards, I noticed that TWA had an arrival from St.Louis due in before that. Lacking anything better to do, I wandered down to the TWA gate. The gate was spartan compared to all the other airlines, but the gold TWA sign on the wall shone as though someone had spent a lot of time polishing her just that morning. The old DC9 landed and taxied in to the gate, discharging her human cargo. A few minutes later, the crew emerged from the jetway. The captain's first question to the agent at the podium was "What happened in Delaware?". The agent began to explain what she knew from various news reports.

I stepped up and introduced myself to the Captain at that point. I told him that I had been in Wilmington that morning and gave him a quick summary of what had transpired. As we spoke, we were joined by the co-pilot and the 3 flight attendants. One of the flight attendants began sobbing when she heard that the sale was almost final. I shook the Captain's hand and wished him well, and the crew set off to their layover hotel.

I sat at the gate in Nashville and looked out at an old, but gleaming DC9-30 sporting the name "TRANS WORLD AIRLINES", an aged but still proud legacy of the past. Tears rolled down my cheeks, but I couldn't bring myself to move. Then a Delta 757 landed, my ride to Atlanta, and I dragged myself away. As I turned the corner towards the Delta gates, I looked back at the gleaming TWA sign. The light caught it an a good angle and it appeared that she was winking at me. I turned again, this time never to look back. TWA was dead for me. She will be missed.




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