<PAGE> 1
As filed with the Securities and Exchange Commission on January 2, 1997
REGISTRATION NO. 33-60555
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------------------
<TABLE>
<S> <C> <C>
DELAWARE 4512 APPLIED FOR
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
--------------------------------------------
4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034
(602) 693-0800
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------------------------------
AMERICA WEST 1994 INCENTIVE EQUITY PLAN
(FULL TITLE OF THE PLAN)
--------------------------------------------
STEPHEN L. JOHNSON
SENIOR VICE PRESIDENT
4000 EAST SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034
(602) 693-0800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------------------------------
Copy to:
DAVID J. GRAHAM
ANDREWS & KURTH L.L.P.
4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
(713) 220-4200
--------------------------------------------
================================================================================
<PAGE> 2
This post-effective amendment is being filed pursuant to Rule 414 under
the Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by America West Airlines, Inc., a Delaware corporation (the "Company"),
of a holding company form of organizational structure. The holding company
organizational structure was implemented pursuant to an Agreement and Plan of
Merger (the "Merger Agreement") among the Company, America West Holdings
Corporation, a Delaware corporation (the "Registrant") and AWA Merger, Inc., a
Delaware corporation and wholly owned subsidiary of the Registrant ("Merger
Sub"), which provides for, among other things, the merger (the "Merger") of
Merger Sub with and into the Company, with the Company as the surviving
corporation. Pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware, stockholder approval was not required for the Merger.
As a result of the Merger, which was consummated at midnight on
December 31, 1996, the Company became a direct wholly owned subsidiary of the
Registrant and each share of Class B Common Stock of the Company issued and
outstanding or held in treasury was converted into and exchanged for one share
of Class B Common Stock of the Registrant.
In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this registration statement, as well as the stock option
plan of the Company previously titled "America West Airlines, Inc. 1994
Incentive Equity Plan" and pursuant to the holding company reorganization
referred to as "America West 1994 Incentive Equity Plan" to which it relates, as
its own for all purposes of the Securities Act and the Securities Exchange Act
of 1934, as amended.
The registration fees were paid at the time of the original filing of
this registration statement.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Phoenix, State of Arizona, on this 2nd
day of January, 1997.
AMERICA WEST HOLDINGS CORPORATION
By: /s/ William A. Franke
-----------------------------------------------
William A. Franke
Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated, on this 2nd day of January, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ William A. Franke Chairman, Chief Executive Officer and President
- ------------------------------------
William A. Franke
/s/ Richard R. Goodmanson Executive Vice President and Director
- ------------------------------------
Richard R. Goodmanson
/s/ W. Douglas Parker Senior Vice President and Chief Financial Officer
- ------------------------------------
W. Douglas Parker
/s/ Michael R. Carreon Vice President and Controllor
- ------------------------------------
Michael R. Carreon
* Director
Julia Chang Bloch
* Director
Stephen F. Bollenbach
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C>
* Director
Frederick W. Bradley, Jr.
Director
James G. Coulter
* Director
John F. Fraser
* Director
John L. Goolsby
* Director
Richard C. Kraemer
* Director
John R. Power, Jr.
Director
Larry L. Risley
* Director
Frank B. Ryan
* Director
Richard P. Schifter
* Director
John F. Tierney
* Director
Raymond S. Troubh
</TABLE>
*By: /s/ William A. Franke
____________________________________
William A. Franke
Chairman, Chief Executive Officer
and President, as Attorney-in-Fact
for the persons named above
-4-
