<PAGE> 1
As filed with the Securities and Exchange Commission on May 11, 1998
Registration No. 333-51107
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3/A
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 of Incorporation) (I.R.S. Employer
Identification No.)
51 W. THIRD STREET
TEMPE, ARIZONA 85281
(602) 693-0800
(Address, including zip code, and telephone number, including area
code of Registrant's principal executive offices)
STEPHEN L. JOHNSON
SENIOR VICE PRESIDENT - CORPORATE AFFAIRS
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)
Copies to:
SAMUEL M. LIVERMORE, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111-3580
(415) 693-2000
FAX (415) 951-3699
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Title of Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Aggregate Amount of
Registered Registered Price per Share (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock, 100,000 Shares $29.625 $2,962,500.00 $874.00
$0.01 par value per share
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933 based upon the average of
the high and low sales prices of the Registrant's Class B Common Stock as
reported on the New York Stock Exchange for April 20, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 11, 1998
PROSPECTUS
AMERICA WEST HOLDINGS CORPORATION
100,000 SHARES OF CLASS B COMMON STOCK
This Prospectus covers the resale by The America West Community
Foundation (the "Selling Stockholder") of up to one hundred thousand (100,000)
shares (the "Shares") of Class B Common Stock (the "Class B Common Stock") of
America West Holdings Corporation, a Delaware corporation ("Holdings" or the
"Company"). Holdings is the holding company for America West Airlines, Inc.
("AWA") and The Leisure Company ("Leisure Co.").
The Company's Class B Common Stock is traded on the New York Stock
Exchange under the symbol "AWA." The last reported sales price of the Company's
Class B Common Stock on the New York Stock Exchange on April 20, 1998 was $29
7/8 per share.
The Selling Stockholder, directly or through its agents, broker-dealers
or underwriters, may sell the Shares offered hereby from time to time, on terms
to be determined at the time of sale, in transactions on the New York Stock
Exchange or in privately negotiated transactions. The Selling Stockholder and
any agents, broker-dealers or underwriters that participate in the distribution
of the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"), and any commission received by
them and any profit on the resale of the Shares purchased by them may be deemed
to be underwriting discounts or commissions under the Act. See "Selling
Stockholder" and "Plan of Distribution."
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
INVESTORS IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE
"RISK FACTORS" COMMENCING ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Expenses of preparing and filing the Registration Statement of which
this Prospectus is a part and all post-effective amendments will be borne by the
Company. Estimated expenses payable by the Company in connection with this
offering are approximately $21,000. The aggregate proceeds to the Selling
Stockholder from the Shares will be the price of the Shares sold less the
expenses paid by the Company in connection with this offering and less aggregate
agents' commissions and underwriters' discounts, if any. The Company will not
receive any proceeds from the sale by the Selling Stockholder of the Shares
being offered hereby.
May 11, 1998
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional
Offices located at Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such materials can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. Reports, proxy statements and other
information filed electronically by the Company with the Commission are
available at the Commission's World Wide Web site at http://www.sec.gov. The
Class B Common Stock of Holdings is traded on the New York Stock Exchange, and
reports, proxy statements and other information concerning the Company may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
ADDITIONAL INFORMATION
A registration statement on Form S-3/A with respect to the Shares
offered hereby (together with all amendments, exhibits and schedules thereto,
the "Registration Statement") has been filed with the Commission under the Act.
This Prospectus does not contain all of the information contained in such
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. For further information with
respect to the Company and the Shares offered hereby, reference is made to the
Registration Statement. The Registration Statement may be inspected without
charge at the Securities and Exchange Commission's principal office at 450 Fifth
Street, Washington D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington D.C. 20549, upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K and Form 10-K/A for the
fiscal year ended December 31, 1997; and
2. The description of the Company's Class B Common Stock set forth in
AWA's Registration Statement on Form 8-A filed on August 10, 1994,
including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
documents should be directed to America West Holdings Corporation, Attention:
Patricia A. Penwell, Corporate Secretary, 51 W. Third Street, Tempe, Arizona,
85281, telephone (602) 693-0800.
2.
<PAGE> 4
FORWARD-LOOKING INFORMATION
This Prospectus contains or incorporates by reference various
forward-looking statements and information that are based on management's
beliefs as well as assumptions made by and information currently available to
management. When used in this Prospectus, the words "anticipate," "estimate,"
"project," "expect" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, projected
or expected. Among the key factors that may have a direct bearing on the
Company's results are competitive practices in the airline and travel industries
generally and particularly in the Company's principal markets, the ability of
the Company to meet existing financial obligations in the event of adverse
industry or economic conditions or to obtain additional capital to fund future
commitments and expansion, the Company's relationship with employees and the
terms of future collective bargaining agreements and the impact of current and
future laws and governmental regulations affecting the airline and travel
industries and the Company's operations. For additional discussion of such
risks, see "Risk Factors." Any forward-looking statements speak only as of the
date such statements are made.
THE COMPANY
Holdings is a Delaware corporation and the holding company for AWA and
Leisure Co. Unless otherwise indicated, the "Company" and "America West" refer
collectively to Holdings, AWA and Leisure Co. The Company's principal offices
are located at 51 W. Third Street, Tempe, Arizona 85281, and its telephone
number is (602) 693-0800.
America West is the ninth largest commercial airline carrier in the United
States, operating through its principal hubs located in Phoenix, Arizona and Las
Vegas, Nevada, and a mini-hub located in Columbus, Ohio. Leisure Co. arranges
and sells vacation packages that include hotel accommodations, airfare, ground
transportation and a variety of entertainment options.
3.
<PAGE> 5
RISK FACTORS
Except for the historical information contained herein, the discussion
in this Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below, as well as those
discussed elsewhere in this Prospectus and in any documents incorporated herein
by reference. In addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the securities offered hereby.
COMPETITION; INDUSTRY CONDITIONS
The airline industry is highly competitive and industry earnings are
volatile. From 1990 to 1992, the airline industry experienced unprecedented
losses due to high fuel costs, general economic conditions, intense price
competition and other factors. Airlines compete on the basis of pricing,
scheduling (frequency and flight times), on-time performance, frequent flyer
programs and other services. The airline industry is susceptible to price
discounting, which involves the offering of discount or promotional fares to
passengers. Any such fares offered by one airline are normally matched by
competing airlines, which may result in lower industry yields without a
corresponding increase in traffic levels. Also, in recent years several new
carriers have entered the industry, typically with low cost structures. In some
cases, new entrants have initiated or triggered price discounting. The entry of
additional new carriers in many of AWA's markets, as well as increased
competition from or the introduction of new services by established carriers,
could negatively impact the Company's financial condition and results of
operations. In addition, the introduction of broadly available, deeply
discounted fares would result in lower yields for the entire industry and could
have a material adverse effect on the Company's financial condition and results
of operations.
Most of the AWA's markets are highly competitive and are served by
larger carriers with substantially greater financial resources than the Company.
At its Phoenix and Las Vegas hubs, the Company's principal competitor is
Southwest Airlines. A number of the Company's larger competitors have
proprietary reservation systems providing them with certain competitive
advantages.
The results of operations in the air travel business historically
fluctuate in response to general economic conditions. The airline industry is
sensitive to changes in economic conditions that affect business and leisure
travel and is highly susceptible to unforeseen events, such as political
instability, regional hostilities, recession, fuel price escalation, inflation,
adverse weather conditions or other adverse occurrences that result in a decline
in air travel. Any event that results in decreased travel or increased
competition among airlines could have a material adverse effect on the Company's
financial condition and results of operations.
Leisure Co.'s business is also highly competitive. Leisure Co. competes
with wholesalers and tour operators, some of which have substantially greater
financial and other resources than Leisure Co.
The Company's results of operations for interim periods are not
necessarily indicative of those for an entire year, because the travel business
is subject to seasonal fluctuations. Due to the greater demand for air and
leisure travel during the summer months, revenues in the airline and leisure
travel industries in the second and third quarters of the year tend to be
greater than revenues in the first and fourth quarters of the year.
LEVERAGE; FUTURE CAPITAL REQUIREMENTS
At December 31, 1997, the Company had $327 million of long-term
indebtedness (including current maturities). The Company does not have available
significant unencumbered assets and thus may be less able than certain of its
competitors to withstand adverse industry conditions or a prolonged economic
recession. In addition, at December 31, 1997, AWA had firm commitments for a
total of 22 Airbus A319-100 and 12 Airbus A320-200 aircraft for delivery
beginning in 1998. The aggregate net cost of such aircraft is based on formulae
that include certain price indices (including indices for various aircraft
components such as metal products) for periods preceding the various delivery
dates. Based on an assumed 3.5% annual price escalation, the Company estimates
such
4.
<PAGE> 6
aggregate net cost to be approximately $1.2 billion. AWA has arranged for
financing for up to one-half of the commitment relating to such aircraft, but
will require substantial capital from external sources to meet its remaining
financial commitment. There can be no assurance that AWA will be able to obtain
such capital in sufficient amounts or on acceptable terms, and a default by AWA
of its purchase commitments could have a material adverse effect on the
Company's financial condition and results of operations.
LABOR RELATIONS
There have been numerous attempts by unions to organize the employees
of AWA, and the Company expects such organization efforts to continue in the
future. Several groups of AWA's employees have selected union representation and
negotiations for initial collective bargaining agreements are in progress. The
Company cannot predict which, if any, other employee groups may seek union
representation or the outcome or the terms of any future collective bargaining
agreement and therefore the effect, if any, on the Company's financial condition
and results of operations. If negotiations with unions over collective
bargaining agreements prove to be unsuccessful, following specified "cooling
off" periods, the unions may initiate a work action, including a strike, which
could have a material adverse effect on the Company's financial condition and
results of operations.
CONCENTRATION OF VOTING POWER, INFLUENCE OF CERTAIN PRINCIPAL STOCKHOLDERS
TPG Partners, L.P. ("TPG") (together with its affiliates TPG Parallel
I, L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners II")) and
Continental Airlines collectively control approximately 57.4% of the total
voting power of Holdings. As a result, if such stockholders act in concert they
will be able to elect a majority of their designees to the Board of Directors
and otherwise control Holdings. Continental Airlines is engaged in the airline
industry and is a party to an alliance agreement with the Company. Each of TPG,
TPG Parallel and Air Partners II are controlled by TPG Advisors, Inc., a
Delaware corporation, whose executive officers and directors, through their
positions in Air Partners, L.P., a significant shareholder of Continental
Airlines, may be deemed to own beneficially a significant percentage of
Continental Airlines' common stock. There can be no assurance that the
controlling stockholders identified above will not seek to influence Holdings in
a manner that would favor their own personal interests over the interests of the
Company.
AIRCRAFT FUEL
Aircraft fuel costs constitute approximately 14% of the Company's total
operating expenses during 1997. At current consumption levels, a one cent per
gallon change in the price of jet fuel would affect the Company's annual
operating results by approximately $3.9 million in 1998. Accordingly, a
substantial increase in the price of jet fuel or the lack of adequate fuel
supplies in the future would have an adverse effect on the Company's financial
condition and results of operations.
AWA purchases its fuel from petroleum refiners and suppliers on
standard trade terms under master agreements. Although the Company is currently
able to obtain adequate supplies of jet fuel, future supplies and price trends
may change as a result of geopolitical developments, regional production
patterns, environmental concerns and other unpredictable events.
In 1996, AWA implemented a fuel hedging program to manage the risk from
fluctuating jet fuel prices. The program's objectives are to provide some
protection against extreme, upward movements in the price of jet fuel and to
protect AWA's ability to meet its annual fuel expense budget. Under the program,
AWA may enter into certain protective cap and fixed price swap transactions with
approved counterparties for future periods generally not exceeding 12 months.
This program will primarily address AWA's exposure associated with its East
Coast fuel requirements, which correlate well with risk management vehicles
having adequate market liquidity.
Due to the scope and nature of its route system, AWA purchases a
substantially greater share of jet fuel on the United States West Coast than its
larger competitors. West Coast jet fuel prices tend to be more volatile than jet
fuel prices in other domestic markets. Further, the propensity of West Coast jet
fuel prices to move independently
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<PAGE> 7
from the other United States jet fuel markets renders many conventional hedging
techniques ineffective in managing this portion of the Company's jet fuel price
risk.
AVIATION TICKET TAXES
On August 5, 1997 President Clinton signed into law new aviation ticket
taxes to be imposed through September 30, 2007. As a result of competitive
pressures, AWA and other airlines have been limited in their ability to pass on
the cost of these taxes to passengers through fare increases.
SECURITY AND SAFETY MEASURES
Congress recently adopted increased safety and security measures
designed to increase airline passenger security and protect against terrorist
acts. Such measures have resulted in additional operating costs to the airline
industry. The Aviation Safety Commission's report recommends the adoption of
further measures aimed at improving the safety and security of air travel. The
Company cannot forecast what additional security and safety requirements may be
imposed in the future or the costs or revenue impact that would be associated
with complying with such requirements, although such costs and revenue impact
could be significant.
OTHER REGULATORY MATTERS
Laws and regulations have been proposed from time to time that could
significantly increase the cost of airline operations by imposing additional
requirements or restrictions on operations. The Company cannot predict what laws
and regulations will be adopted or what changes to international air
transportation agreements will be effected, if any, or how they will affect the
Company, and there can be no assurance that laws or regulations currently
proposed or enacted in the future will not adversely affect the Company's
financial condition and results of operations.
SUBSTANTIAL RESTRICTIONS AND COVENANTS
Certain loan agreements and debt instruments of the Company contain
significant operating and financial restrictions on the Company. The terms of
such agreements and instruments affect, and in many cases significantly limit or
prohibit, among other things, the ability of the Company to repay indebtedness
prior to its stated maturity, sell assets or engage in mergers or acquisitions.
In addition, under certain of such agreements and instruments, the Company is
required to maintain specified levels of stockholder's equity and adjusted cash
and maintain certain specified financial ratios. While the Company is currently
in compliance with these restrictions and requirements, such restrictions and
requirements could also limit the ability of the Company to effect future
financings, make needed capital expenditures, withstand a future downturn in the
Company's business or the economy in general or otherwise conduct necessary
corporate activities. A failure by the Company to comply with these restrictions
and requirements could lead to a default under the terms of such indebtedness.
In the event of default, the holders of such indebtedness could elect to declare
all of the funds borrowed pursuant thereto due and payable together with accrued
and unpaid interest. In such event, there can be no assurance that the Company
would be able to make such payments or borrow sufficient funds from alternative
sources to make such payments. Even if additional financing could be obtained,
there can be no assurance that it would be on terms that are favorable or
acceptable to the Company.
In the event of certain changes of control, with respect to Holdings or
AWA, the Company will be required to offer to purchase certain amounts of the
indebtedness referred to above, in each case subject to certain conditions.
There can be no assurance that the Company will be able to raise sufficient
funds to meet its obligations in connection with such a change of control. In
addition, in the event of certain asset dispositions, the Company will be
required under certain circumstances to use the excess proceeds to offer to
purchase certain amounts of such indebtedness.
6.
<PAGE> 8
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are
coded to accept two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. Any programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could result
in the computer shutting down or performing incorrect computations. As a result,
in less than two years, computer systems and software used by many companies may
need to be upgraded to comply with such "Year 2000" requirements. Many of the
Company's systems, including information and computer systems and automated
equipment, will be affected by the Year 2000 issue. The Company is also heavily
reliant on the Federal Aviation Administration's ("FAA") management of the
nation's air traffic control system, local authorities' management of the
airports at which AWA operates, and vendors to provide goods (fuel, catering,
etc.), services (telecommunications, data networks, satellites, etc.) and data
(frequent flyer partnerships, alliances, etc.).
The Company is in the process of identifying the programs and
infrastructure that could be affected by the Year 2000 issue and is developing
an implementation plan to resolve the problem on a timely basis. The Company
anticipates that the plan will require the Company to devote a considerable
amount of internal resources and hire substantial external resources to assist
with the implementation and monitoring of the issue and require the replacement
of certain equipment and modification of certain software. The Company expects
that the costs to be incurred by the Company to deal with this issue will be
material and is currently in the process of quantifying such amount. If the
Company's plan is not successfully or timely developed or implemented,
additional costs may be incurred, and the Company may need to devote more
internal resources to the process, either of which could have a material adverse
effect on the Company's financial condition and results of operations. The
Company is also in the process of discussing with the FAA, airport authorities
and its vendors the potential impact the Year 2000 issue will have on their
systems. Problems encountered by the FAA, the airport authorities and vendors in
connection with the Year 2000 issue may have a material adverse effect on the
Company's financial condition and results of operations.
VOLATILITY OF STOCK PRICE
The stock market has experienced significant price and volume
fluctuations that have affected the market prices of equity securities of
companies in the airline industry and that often have been unrelated to the
operating performance of such companies. These broad market fluctuations may
adversely affect the market price of the Class B Common Stock and Warrants to
purchase Class B Common Stock (the "Warrants"). In addition, the market price of
the Company's Class B Common Stock and Warrants is volatile and subject to
fluctuations in response to quarterly variations in operating results,
announcements of new services by the Company or its competitors, changes in
financial estimates by securities analysts or other events or factors, many of
which are beyond the Company's control.
USE OF PROCEEDS
There are no net proceeds to the Company from the sale of the Shares.
7.
<PAGE> 9
SELLING STOCKHOLDER
The following table sets forth certain information regarding the number
of shares of Class B Common Stock owned beneficially by the Selling Stockholder
as of April 1, 1998, and the number of shares which may be offered pursuant to
this Prospectus.
<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY OWNED SHARES BEING BENEFICIALLY OWNED
NAME PRIOR TO OFFERING OFFERED AFTER OFFERING
- ---- ----------------- ------------ --------------
<S> <C> <C> <C>
The America West Community Foundation 100,000* 100,000 --
</TABLE>
* Less than one percent of outstanding Class B Common Stock
In March 1995, the Board of Directors and stockholders of AWA approved
the creation of the Selling Stockholder, which was established to enhance the
Company's ability to fund charitable and civic activities. At the 1995 Annual
Meeting, the stockholders of AWA voted in favor of contributing up to 250,000
shares of AWA's Class B Common Stock to the Selling Stockholder, to be granted
at the discretion of the Board of Directors. On February 28, 1996, the Company
granted to the Selling Stockholder 50,000 shares of AWA's Class B Common Stock.
Upon the establishment of Holdings as the holding company of AWA in December
1996, and the conversion of each AWA share into the corresponding number and
type of shares of Holdings, the 50,000 shares of AWA granted to the Selling
Stockholder became 50,000 shares of Holdings. On March 3, 1998, Holdings granted
to the Selling Stockholder an additional 50,000 shares of Holding's Class B
Common Stock. As a result of these grants, as of March 3, 1998, the Selling
Stockholder beneficially owned an aggregate of 100,000 shares of Class B Common
Stock, all of which may be offered pursuant to this Prospectus.
In addition to the 100,000 shares of Class B Common Stock of Holdings
that have been granted to the Selling Stockholder, the Selling Stockholder has
also received cash contributions from the Company in the amount of $250,000 in
each of 1995, 1996 and 1997. The Company anticipates making annual cash
contributions to the Selling Stockholder in the amount of $250,000 until
Holdings grants all 250,000 shares of its Class B Common Stock that the Board
and stockholders have approved and the Selling Stockholder sells all such shares
in the public market.
Four members of the Board of Directors of Holdings serve on the
six-member Board of Directors of the Selling Stockholder. The Chairman of the
Board of Holdings and AWA is also the Chairman of the Board of the Selling
Stockholder. The two remaining members of the Board of Directors of the Selling
Stockholder are executive officers of AWA who hold the positions of Senior Vice
President - Human Resources and Vice President - Public Affairs. The President
of the Selling Stockholder is the Vice President -- Public Affairs of Holdings.
8.
<PAGE> 10
PLAN OF DISTRIBUTION
The Shares offered by the Selling Stockholder may be sold from time to
time to purchasers directly by the Selling Stockholder acting as principal for
its own account in one or more transactions at a fixed price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. Alternatively, the Selling Stockholder may from time to time offer the
Shares through underwriters, dealers or agents who may receive compensation in
the form of underwriting discounts, commissions or concessions from the Selling
Stockholder and/or the purchasers of shares for whom they may act as agent. The
Selling Stockholder and any underwriters, dealers or agents that participate in
the distribution of the Shares offered hereby may be deemed to be underwriters
within the meaning of the Act and any discounts, commissions or concessions
received by them and any provided pursuant to the sale of Shares by them might
be deemed to be underwriting discounts and commissions under the Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale or
an exemption from registration or qualification requirements is available and is
complied with.
The Company will pay all of the expenses incident to the offering and
sale to the public of the Shares offered hereby and any commissions and
discounts of underwriters, dealers or agents. Such expenses (excluding such
commissions and discounts) are estimated at approximately $21,000.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by
Cooley Godward LLP, San Francisco, California.
EXPERTS
The consolidated financial statements and consolidated financial
statement schedule of the Company as of December 31, 1997 and 1996, and for each
of the years in the three-year period ended December 31, 1997, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
9.
<PAGE> 11
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
-------------------------
<TABLE>
<S> <C>
Available Information................................................. 2
Additional Information................................................ 2
Incorporation of Certain Documents by Reference....................... 2
Forward-Looking Information........................................... 3
The Company........................................................... 3
Risk Factors.......................................................... 4
Use of Proceeds....................................................... 7
Selling Stockholder................................................... 8
Plan of Distribution.................................................. 9
Legal Matters......................................................... 9
Experts............................................................... 9
</TABLE>
-------------------------
10.
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the Shares being registered. All the amounts shown are
estimates except for the registration fee.
<TABLE>
<S> <C>
Registration fee................................................. $ 874.00
Legal fees and expenses.......................................... $ 7,500.00
Accounting fees and expenses..................................... $12,000.00
Miscellaneous.................................................... $ 626.00
Total................................................... $21,000.00
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, among other things, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position with
another corporation or entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
respect to actions or suits by or in the right of the corporation; however, an
indemnitee who acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation is generally limited
to attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the extent
that a court of competent jurisdiction determines that indemnification is
appropriate. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) board of directors by a majority vote of a quorum
of disinterested directors so directs, that indemnification of the indemnitee is
proper because he has met the applicable standard of conduct. Section 145
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law agreement, vote of stockholders or disinterested directors or otherwise.
Section 8.02 of the Company's By-laws provides, in substance, that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the DGCL. Article 13 of the Certificate of
Incorporation limits the liability of directors of Holdings to Holdings or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the DGCL. Specifically, directors
of Holdings will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to AWA or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchase or redemptions as provided in section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit. The
Certificate of Incorporation also provides that if the DGCL is amended after the
approval of the Restated Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of AWA will be eliminated or limited to the full
extent permitted by the DGCL, as so amended.
Holdings has entered into indemnification agreements with each of its
directors providing for indemnification to the fullest extent permitted by the
laws of the State of Delaware. These agreements provide for specific procedures
to better assure the directors' rights to indemnification, including procedures
for directors to
II-1
<PAGE> 13
submit claims, for determination of directors entitled to indemnification
(including the allocation of the burden of proof and selection of a reviewing
party) and for enforcement of directors' indemnification rights.
The Company maintains directors' and officers' liability insurance.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
- ------------------ ---------------------------------------------------------
<S> <C>
2.1(1) Plan of reorganization
5.1 Opinion of Cooley Godward LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1)
24.1 Power of Attorney. Reference is made to page II-4.
</TABLE>
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to
II-2
<PAGE> 14
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of periodic report pursuant
to Section 13 or 15(d) of the Exchange Act containing information required to be
included in a post-effective amendment that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the provisions described in Item 15 or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on May 8, 1998.
AMERICA WEST HOLDINGS CORPORATION
/s/ William A. Franke
-----------------------------------------
William A. Franke
Chairman of the Board of Directors and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William A. Franke, W. Douglas Parker,
Stephen L. Johnson and Jacques Lazard and each or any one of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments
and registration statements filed pursuant to Rule 462) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William A. Franke Chairman of the Board of Directors and
- -------------------------------------------- Chief Executive (Principal Executive May 8, 1998
William A. Franke Officer)
/s/ Richard R. Goodmanson President (Principal Executive Officer)
- -------------------------------------------- and Director May 8, 1998
Richard R. Goodmanson
/s/ W. Douglas Parker Senior Vice President and Chief May 8, 1998
- -------------------------------------------- Financial Officer (Principal Financial
W. Douglas Parker Officer; Principal Accounting Officer)
/s/ James G. Coulter Director May 8, 1998
- --------------------------------------------
James G. Coulter
/s/ Richard P. Schifter Director May 8, 1998
- --------------------------------------------
Richard P. Schifter
</TABLE>
II-4
<PAGE> 16
<TABLE>
<S> <C> <C>
/s/ Julia Chang Bloch Director May 8, 1998
- --------------------------------------------
Julia Chang Bloch
/s/ Frederick W. Bradley Director May 8, 1998
- --------------------------------------------
Frederick W. Bradley
/s/ John F. Fraser Director May 8, 1998
- --------------------------------------------
John F. Fraser
/s/ John L. Goolsby Director May 8, 1998
- --------------------------------------------
John L. Goolsby
/s/ Richard C. Kraemer Director May 8, 1998
- --------------------------------------------
Richard C. Kraemer
/s/ Stephen F. Bollenbach Director May 8, 1998
- --------------------------------------------
Stephen F. Bollenbach
/s/ Frank B. Ryan Director May 8, 1998
- --------------------------------------------
Frank B. Ryan
/s/ John R. Power, Jr. Director May 8, 1998
- --------------------------------------------
John R. Power, Jr.
/s/ John F. Tierney Director May 8, 1998
- --------------------------------------------
John F. Tierney
</TABLE>
II-5
<PAGE> 1
Exhibit 5.1
COOLEY GODWARD LLP
May 11, 1998
America West Holdings Corporation
51 W. Third Street
Tempe, AZ 85281
COOLEY GODWARD LLP
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by America West Holdings Corporation (the "Company") of a
Registration Statement on Form S-3/A (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering the resale of up
to 100,000 shares of the Company's Class B Common Stock (the "Common Stock") to
be sold by the America West Community Foundation (the "Foundation").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation and By-laws
and the originals or copies certified to our satisfaction of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below, and
(ii) assumed that the Common Stock will be sold by the Foundation in the manner
described in the Registration Statement.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Common Stock is validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Samuel M. Livermore
- -------------------------------------
Samuel M. Livermore
SML:srd
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
America West Holdings Corporation:
We consent to the use of our reports dated February 27, 1998, relating to
the consolidated balance sheets of America West Holdings Corporation and
subsidiary as of December 31, 1997 and 1996, and the related consolidated
statements of income, cash flows and stockholders' equity for each of the years
in the three-year period ended December 31, 1997, and the related consolidated
financial statement schedule, which reports appear in the December 31, 1997
annual report on Form 10-K of America West Holdings Corporation incorporated
herein by reference and to the reference to our firm under the heading "Experts"
in the prospectus.
KPMG Peat Marwick LLP
Phoenix, Arizona
May 11, 1998
