Casino owner Carl Icahn may back rival bid for TWA

Friday, March 2, 2001 | 11:27 a.m.

SUN STAFF AND WIRE REPORTS

In Las Vegas

Lowestfare.com officials today declined comment on the report that the Las Vegas firm's owner, Carl Icahn, may back a rival bid for TWA.

They also were mum on what, if any, effect the bid for TWA would have on operations for Lowestfare.com, an airline Internet ticket sales operation.

Separately, McCarran International Airport officials said TWA has made no plans to make any changes in its gate and counter space leases.

Spokeswoman Debbie Millett said TWA plans to continue to operate through its bankruptcy and there has been no discussion about consolidating operations with any other airline. American Airlines, the leading contender to buy TWA, has indicated it will take over TWA leases at some airports.

Millett said TWA has moved within the terminal from the D gates to the airport's A gates, an operational move that occurred before the company went into bankruptcy.

TWA currently operates five flights a day between McCarran and St. Louis.

A day after bids were due for the assets of Trans World Airlines, two new possible buyers emerged with plans to purchase the bankrupt carrier.

Brian M. Freeman, an investment banker who previously advised TWA's machinists' union, notified TWA that a still-forming entity called TWA Acquisition Group is assembling an offer, according to reports today in the Wall Street Journal and the New York Times.

The consortium has possible backing from Carl C. Icahn, TWA's former chairman, and wants to keep TWA as an independent carrier, the newspapers reported. In Las Vegas, Icahn controls the Stratosphere and two Arizona Charlie's hotel-casinos.

His Las Vegas company Lowestfare.com has a deal to buy TWA tickets at a discount and then resell them. American Airlines, the leading contender to buy TWA, wants that deal canceled.

TWA Acquisition said it would bring $575 million in funding, the minimum it must put up to top AMR Corp.'s American Airlines bid of $500 million, plus the assumption of $3.5 billion in debt and lease obligations.

Also, Global Airlines, a small New York holding company with no operations that has twice offered to acquire Trans World Airlines, made an offer Thursday for the bankrupt carrier. But the Global offer was dismissed by experts as irrelevant.

"This is flying fruitcake stuff," said Michael Boyd, president of the Boyd Group consulting firm in Evergreen, Colo.

TWA spokeswoman Julia Bishop-Cross said today the airline had yet to receive a formal bid from either TWA Acquisition or Global. Bids were due at U.S. Bankruptcy Court in St. Louis on Wednesday.

The Global bid is listed on the court's docket, however, and Global chief executive Emil Bernard insists a copy was sent to TWA.

TWA Acquisition is skipping the bidding process and plans to present a reorganization plan at a March 9 court hearing in Wilmington, Del., to decide who gets TWA's assets.

A term sheet sent by TWA Acquisition to both TWA and American said the group plans to refocus TWA's St. Louis hub, expand operations at San Juan, Puerto Rico, and New York's John F. Kennedy Airport and sell off excess gates and slots, the Journal reported.

The consortium would assume current labor contracts without changes, or offer mechanics and pilots the option to adopt changes in return for some stock in the reorganized company, the newspaper said.

Freeman has been an advisor to the International Association of Machinists and Aerospace workers, which has objected to American's proposal because it fears losing seniority rights.

The Journal said Freeman had asked the union for its support, but an IAM spokesman said Freeman was not working for the union and that members had not decided whether to back his effort.

Procedures set up by the U.S. Bankruptcy Court in Delaware had required the bids to be filed with TWA by Wednesday afternoon, with copies sent to the court.

American announced its plans to bid for TWA on Jan. 10, the same day the St. Louis-based carrier filed for bankruptcy.

Also bidding is Jet Acquisitions Group Inc., which offered $889 million for substantially all of TWA's assets. Illinois-based Galileo International LLC also submitted a $220 million bid for TWA's stake in Worldspan, a computer reservation system owned jointly by TWA, Northwest and Delta airlines.

American's offer was the starting point in the bidding process approved by the court. Other bidders had to offer at least $75 million more.

Both of Global's bids, worth $450 million and $570 million, fall short of that guideline. Bishop-Cross said it would be up to the court to decide if Global's apparent violations of the bidding procedure would disqualify its offer.

Bernard said he expected the court would select Global's lower offer, which is for all of TWA's assets expect those in Kansas City and St. Louis. He said those assets, including TWA's hub, are what American is really after.

"American (then) gets what American wants," Bernard said. "We get everything else and start to become a major competitor against American and United and that's what Congress wants."

The bids, however, are mostly in Global Airlines stock, which Bernard said would start trading as soon as he is awarded the airline's assets. The stock's value, he said, is based on those assets.

"If you think Jet Acquisitions Group was mysterious, this is even less credible," said Robert Milmore, an analyst at Arnhold and S. Bleichroeder in New York.

Milmore said he still expects the court will select American's bid, mostly because the airline is a known commodity.

Bernard said, if successful in acquiring TWA, he would merge the assets of TWA with US Airways, which he said he's also trying to buy. Officials at US Airways didn't immediately return calls for comment.

But Boyd said if Bernard succeeds, "Elvis will be their first passenger."