	usair u rejects twa twa takeover bid usair group inc said its board has rejected trans world airlines inc s offer to uire usair for dlrs per share in cash as grossly in adequate and not in the best interests of usair shareholders employees or passengers the company said the unsolicited bid by the carl c icahn led twa was highly conditional usair said its board and that of piedmont aviation inc pie met separately yesterday to consider usair s offer to uire pct of piedmont for dlrs per share and remaining shares for to common shares each valued at about dlrs per share based on the average closing price of usair common during a period just before the merger the company said it is continuing talks with piedmont on arriving at a definitive merger agreement and the two companies hope to reach one very shortly usair said in light of the highly conditional nature and other terms of the twa offer the timing of the offer and the circumstances under which it was made usair group believes that the purpose of the twa offer is to interfere with usair group s proposed uisition of piedmont twa s proposal is nothing more than an attempt by carl icahn to disrupt at the eleventh hour usair group s uisition of piedmont a transaction which the usair group board views as most beneficial to usair group shareholders employees and passengers and which mr icahn obviously regards as contrary to his own personal interests usair said its board has authorized counsel to explore all appropriate legal remedies against what it called twa s last minute attempt to interfere with usair group s uisition of piedmont the company said conditions to the twa offer include twa obtaining financing the usair board redeeming defensive rights issued to shareholders last year and acting to render the fair price provision contained in usair s charter inapplicable to the twa offer and transportation department approval reuter 
