As filed with the Securities and Exchange Commission on May 12, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICA WEST HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 86-0847214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
51 W. Third Street
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)
AMERICA WEST
1994 INCENTIVE EQUITY PLAN
(Full title of the plan)
Stephen L. Johnson
America West Holdings Corporation
51 W. Third Street
Tempe, Arizona 85281
(602) 693-0800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered(1) be Registered(2) Per Share(3) Offering Price(3) Registration Fee(2)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock, par value $0.01 per 4,000,000 $14.75 $59,000,000 $17,878.79
share
===================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) 3,500,000 shares of Class B Common Stock, par value $.01 per share,
were registered on Form S-8 (File No. 33-60555) on June 23, 1995, on
which date a fee of $15,087 was paid, and 4,000,000 shares of Class B
Common Stock are being registered herewith. Pursuant to Rule 429 under
the Act, the Prospectus included herein shall relate to the 3,500,000
shares of the registrant's Class B Common Stock previously registered.
(3) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of a share of the
Company's Class B Common Stock on the New York Stock Exchange on May 7,
1997 pursuant to Rule 457(c).
================================================================================
PAGE>
PART I
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed by America West
Holdings Corporation (the "Company"), solely to register additional securities.
In accordance with General Instruction E of Form S-8, the Company hereby
incorporates by reference the contents of the Company's registration statement
on Form S-8 (No. 33- 60555) originally filed with the Securities and Exchange
Commission (the "Commission") on June 23, 1995, and as amended by Post-Effective
Amendment No. 1 as filed with the Commission on January 2, 1997, whereby the
Company as the successor registrant of the Class B Common Stock of America West
Airlines, Inc. ("AWA") adopted AWA's Registration Statement on Form S-8 as filed
on June 23, 1995, relating to the America West 1994 Incentive Equity Plan, as
amended.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1 to this registration statement)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this registration statement).
II-1
<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tempe, State of Arizona, on this 9th day of May,
1997.
AMERICA WEST HOLDINGS CORPORATION
By /s/ William A. Franke
----------------------------
William A. Franke
Chairman of the Board and
Chief Executive Officer
II-2
<PAGE>
Each of the undersigned officers and directors of America West Holdings
Corporation (the "Company") hereby constitutes and appoints W. Douglas Parker
and Stephen L. Johnson, and each of them (with full power to each of them to act
alone), his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and file this registration statement under
the Securities Act of 1933, as amended, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 9, 1997.
Signature Title
--------- -----
/s/ William A. Franke Chairman of the Board and Chief
- --------------------------- Executive Officer
William A. Franke (Principal Executive Officer)
/s/ Richard R. Goodmanson President and Director
- ---------------------------
Richard R. Goodmanson
/s/ W. Douglas Parker Senior Vice President and Chief
- --------------------------- Financial Officer
W. Douglas Parker (Principal Financial and Accounting
Officer)
/s/ Julia Chang Bloch Director
- ---------------------------
Julia Chang Bloch
/s/ Stephen F. Bollenbach Director
- ---------------------------
Stephen F. Bollenbach
/s/ Frederick W. Bradley Director
- ---------------------------
Frederick W. Bradley
/s/ James G. Coulter Director
- ---------------------------
James G. Coulter
/s/ John F. Fraser Director
- ---------------------------
John F. Fraser
II-3
<PAGE>
/s/ John L. Goolsby Director
- ---------------------------
John L. Goolsby
/s/ Richard C. Kraemer Director
- ---------------------------
Richard C. Kraemer
/s/ John R. Power, Jr. Director
- ---------------------------
John R. Power, Jr.
/s/ Larry L. Risley Director
- ---------------------------
Larry L. Risley
/s/ Frank B. Ryan Director
- ---------------------------
Frank B. Ryan
/s/ Richard P. Schifter Director
- ---------------------------
Richard P. Schifter
/s/ John F. Tierney Director
- ---------------------------
John F. Tierney
/s/ Raymond S. Troubh Director
- ---------------------------
Raymond S. Troubh
II-4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1 to this registration statement)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this registration statement).
Exhibit 5.1
May 9, 1997
Board of Directors
America West Holdings Corporation
51 W. Third Street
Tempe, Arizona 85281
Ladies and Gentlemen:
We have acted as counsel to America West Holdings Corporation,
a Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 relating to the registration under the
Securities Act of 1933, as amended, of up to 4,000,000 shares of Class B Common
Stock, par value $.01 per share, of the Company (the "Shares"), issuable
pursuant to the America West 1994 Incentive Equity Plan, as amended (the
"Plan"), and an indeterminate amount of interests to be offered or sold pursuant
to the Plan.
As the basis for the opinions hereinafter expressed, we have
examined such corporate records and documents, certificates of corporate and
public officials and such other instruments as we have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact material to
such opinions, we have relied upon the representations of officers of the
Company. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to be
offered under the Plan have been duly authorized, and that the Shares, when
properly issued under the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
1102/1198/2677
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
America West Holdings Corporation:
We consent to the use of our reports dated February 28, 1997
incorporated herein by reference, relating to the consolidated balance sheets of
America West Holdings Corporation as of December 31, 1996 and 1995 and the
related consolidated statements of income, cash flows and stockholders' equity
for the years ended December 31, 1996 and 1995, the period August 26, 1994
through December 31, 1994, and the period January 1, 1994 through August 25,
1994, and the related schedule, which reports appear in the December 31, 1996
annual report on Form 10-K of America West Holdings Corporation.
The audit report on the consolidated financial statements of
America West Holdings Corporation referred to above contains an explanatory
paragraph that states that as discussed in Note 14 to the consolidated financial
statements, on August 25, 1994, America West Airlines, Inc. emerged from
bankruptcy. The consolidated financial statements of the Reorganized Company
reflect the impact of adjustments to reflect the fair value of assets and
liabilities under fresh start reporting. As a result, the consolidated financial
statements of the Reorganized Company are presented on a different basis of
accounting than those of the Predecessor Company and, therefore, are not
comparable in all respects.
KPMG Peat Marwick LLP
Phoenix, Arizona
May 5, 1997
