<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1999
REGISTRATION NO. 333-02129
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST EFFECTIVE AMENDMENT
NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
COMMISSION FILE NUMBER 1-10140
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AS SUCCESSOR OF AMERICA WEST AIRLINES, INC.**
DELAWARE 86-0418245
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
----------------------
4512
(Primary Standard Industrial Classification Code Number)
----------------------
STEPHEN L. JOHNSON
SENIOR VICE PRESIDENT
AMERICA WEST HOLDINGS CORPORATION
111 WEST RIO SALADO PARKWAY
TEMPE, ARIZONA 85281
(602) 693-0800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
COPIES OF CORRESPONDENCE TO:
SAMUEL M. LIVERMORE
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 OF THE
SECURITIES TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE
EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
** 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 ("AWA") of a
holding company form of organizational structure. As a result of the holding
company reorganization (the "Reorganization"), AWA became a wholly owned
subsidiary of America West Holdings Corporation ("Holdings").
By virtue of the Reorganization, each issued and outstanding share of
Class A Common Stock of AWA ("AWA Class A Common") and Class B Common Stock of
AWA ("AWA Class B Common") was converted into one share of Class A Common Stock
("Class A Common Stock") and one share of Class B Common Stock ("Class B Common
Stock") of Holdings, respectively. As a result, each holder of AWA Class A
Common and AWA Class B Common became the owner of the number of shares of Class
A Common Stock or Class B Common Stock, as appropriate, equal to the number of
shares of AWA Class A Common or AWA Class B Common that they owned prior to the
Reorganization. This conversion of shares of AWA Class A Common and AWA Class B
Common into shares of Class A Common Stock and Class B Common Stock was effected
through an exchange of certificates.
In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this registration statement of AWA and Registration No.
33-54243 as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The registration fees were paid at the time of the original filing of
this registration statement.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus in this Registration Statement also relates to 1,200,000 shares of
Class A Common Stock and 1,200,000 shares of Class B Common Stock previously
registered under a Registration Statement on Form S-3, Registration No.
33-54243.
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD PURSUANT TO THIS PROSPECTUS UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION DATED DECEMBER 22, 1999
PROSPECTUS
AMERICA WEST HOLDINGS CORPORATION
1,100,000 SHARES OF CLASS A COMMON STOCK
1,225,000 SHARES OF CLASS B COMMON STOCK
This prospectus relates to 1,100,000 shares of Class A Common Stock and
1,225,000 shares of Class B Common Stock (the Class A Common Stock and Class B
Common Stock are collectively referred to as the "Shares"), of America West
Holdings Corporation, a Delaware corporation ("Holdings"). Of the 1,225,000
shares of Class B Common Stock to be registered, 1,100,000 shares are issuable
upon conversion of the Class A Common Stock. Holdings is the parent company for
America West Airlines, Inc. ("AWA") and The Leisure Company ("TLC"). Unless
otherwise indicated, the "Company" and "America West" refer collectively to
Holdings, AWA and TLC.
The Selling Stockholders may offer shares of Class A Common Stock
through private transactions at individually negotiated prices. The Selling
Stockholders may offer the Shares of Class B Common Stock through public or
private transactions, on or off the New York Stock Exchange, at prevailing
market prices or at individually negotiated prices.
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 December 15, 1999 was
$20.50 per share. The Company does not intend to file an application to have the
Class A Common Stock listed on any national securities exchange and does not
expect to have an active trading market to develop for the Class A Common Stock.
----------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS IN EVALUATING AN INVESTMENT IN
THE SECURITIES OFFERED HEREBY.
----------------------
The Company will pay for expenses incurred to prepare and file the
Registration Statement of which this prospectus is a part as well as all
post-effective amendments. Estimated expenses payable by the Company in
connection with this offering are approximately $13,000.
The aggregate proceeds to the Selling Stockholders from the Shares will
be the price of the Shares sold. The Company will not receive any proceeds from
the sale by the Selling Stockholder of the Shares being offered hereby.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE
SHARES OFFERED OR SOLD UNDER THIS PROSPECTUS OR DETERMINED THAT THIS PROSPECTUS
IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 22, 1999.
1
<PAGE> 3
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 OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS................................................. 3
WHERE TO FIND MORE INFORMATION.................................................................................. 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................................................. 3
FORWARD-LOOKING INFORMATION..................................................................................... 4
THE COMPANY..................................................................................................... 4
RISK FACTORS.................................................................................................... 5
USE OF PROCEEDS................................................................................................. 9
DESCRIPTION OF CAPITAL STOCK.................................................................................... 9
SELLING STOCKHOLDERS........................................................................................... 10
RECENT DEVELOPMENTS............................................................................................ 11
PLAN OF DISTRIBUTION........................................................................................... 11
EXPERTS ....................................................................................................... 11
</TABLE>
2
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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
You should rely only on the information provided in this prospectus
including the information incorporated by reference. We have not authorized
anyone to provide you with different information. The Selling Stockholders are
offering to sell and seeking offers to buy the Shares only in jurisdictions
where offers and sales are permitted. The information in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the Shares.
WHERE TO FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy, or request copies of
any document we file at the SEC's Public Reference Room at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may obtain
information on the operation of the SEC's Public Reference room by calling the
SEC at (800) SEC-0300. Our SEC filings are available to you on the SEC's
Internet site at http://www.sec.gov. Our Class B Common Stock is quoted on The
New York Stock Exchange. Reports, proxy statements and other information
concerning America West may also be inspected at the offices of the New York
Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information we file
with the SEC, which means that we can disclose information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we later file with the SEC
will automatically update the information in this prospectus.
We incorporate by reference all annual, quarterly and current reports
filed by the Company during 1998 and 1999. These include the Annual Report on
Form 10-K for the year ended December 31, 1998, the Quarterly Reports on Forms
10-Q filed for the quarters ended March 31, 1999, June 30, 1999 and September
30, 1999 and the Current Report on Form 8-K filed on July 21, 1999. We also
incorporate by reference the portions of the Proxy Statement for the annual
stockholder meeting held on May 20, 1999, that were incorporated by reference in
the Form 10-K. In addition, 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, is incorporated by reference. Any future annual, quarterly or
current reports and proxy materials filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act is also hereby incorporated by reference.
As a recipient of this prospectus, you may request a copy of any
document we incorporate by reference, except exhibits to the documents (unless
the exhibits are specifically incorporated by reference), at no cost, by writing
or call us at: Corporate Secretary, America West Holdings Corporation, 111 West
Rio Salado Parkway, Tempe, Arizona 85281; (480) 693-5839.
3
<PAGE> 5
FORWARD-LOOKING INFORMATION
This prospectus contains 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
document, 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 Company's ability to negotiate 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 parent company for AWA and
TLC. AWA 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. AWA is the lowest cost major
airline in the United States. In January 1998, Holdings commenced operations of
TLC to develop and grow the Company's vacation package tour business. TLC
arranges and sells vacation packages that include hotel accommodations, airfare,
ground transportation and a variety of entertainment options.
The Company's principal offices are located at 11 West Rio Salado
Parkway, Tempe, 85281, and its telephone number is (480) 693-0800.
4
<PAGE> 6
RISK FACTORS
The Shares offered involve a high degree of risk. You should carefully
consider the risks below before making an investment decision. The risks below
are not the only risks facing the Company. There may be additional risks and
uncertainties not presently known to us or that we have deemed immaterial which
could also negatively impact our business operations. If any of the following
risks actually occur, our business, financial condition and results of
operations would be materially adversely affected. In that event, the trading
price of our securities could decline, and you may lose all or part of your
investment. This prospectus may contain certain forward-looking statements that
involve risks and uncertainties, such as statements of our plans, objectives,
expectations and intentions. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus.
COMPETITION AND INDUSTRY CONDITIONS
The airline industry is highly competitive and industry earnings are
typically 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 occurs
when a carrier offers discounts or promotional fares to passengers. Discounted
fares offered by one carrier are normally matched by competing carriers, which
may have the effect of lowering the profit per passenger but not necessarily
increasing the number of passengers who fly. In addition, in recent years
several new carriers have entered the airline industry, and many of them have
low-cost structures. In some cases, these new carriers have initiated or
triggered price discounting. The entry of additional new carriers in many of our
markets, as well as increased competition from or the introduction of new
services by existing carriers, could have a material adverse effect on our
business, financial condition and operating results.
Most of the markets we serve are highly competitive and are served by
larger carriers with substantially greater financial resources than we have
available. At our Phoenix and Las Vegas hubs, our principal competitor is
Southwest Airlines. A number of larger competitors have proprietary reservation
systems, which gives them certain competitive advantages.
The air travel business historically fluctuates 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 that result in declines in air travel, including:
- - political instability
- - regional hostilities
- - recession
- - fuel price escalation
- - inflation
- - adverse weather conditions
- - labor instability
- - regulatory oversight
If the rates of travel on the routes that we serve decreases or if
competition increases between carriers, our business, financial condition and
operating results could be materially adversely affected.
THE COMPANY'S ABILITY TO BORROW FUNDS IN THE FUTURE
As of September 30, 1999, the Company owed approximately $155.7 million
of long-term debt (less current maturities). Much of this debt is secured by a
large portion of the Company's assets, leaving a limited number of assets to use
to obtain additional financing which may be needed if the Company encounters
adverse
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industry conditions or a prolonged economic recession in the future.
In addition, as of September 30, 1999, the Airline had firm commitments
to AVSA S.A.R.L., an affiliate of Airbus Industrie ("AVSA") to purchase a total
of 19 Airbus aircraft with four still to be delivered in 1999. AWA also had an
option to purchase 46 more Airbus aircraft. The aggregate net cost of firm
commitments remaining under the aircraft order is approximately $800 million,
based on a 3.5% annual price escalation.
In October 1999, we entered into an agreement with AVSA to purchase 15
Airbus A318-100 and 12 Airbus A320-200 aircraft. Deliveries for the A320
aircraft will begin August 2000 and continue through 2003. The A318s are
scheduled to be delivered in 2003 and 2004. We also received 25 options and 25
purchase rights to purchase aircraft in the "A320 family" of aircraft (A318s,
A319s, A320s and A321s) for delivery in 2004 through 2008. As part of this
agreement, all options outstanding under the previous agreement were cancelled.
The aggregate net cost of firm commitments under this aircraft order is
approximately $1.1 billion based on a 3.5% annual price escalation.
We have arranged for financing from AVSA for approximately 75% of the
remaining aircraft to be delivered under the purchase commitment existing at
September 30, 1999, but we will have to look to outside sources to finance the
remaining commitments. We cannot guarantee that we will be able to obtain enough
capital to finance the remainder of the aircraft, and if we default on our
commitments to purchase aircraft, our business, financial condition and
operating results could be materially adversely affected.
LABOR RELATIONS
In the recent past, labor unions have made several attempts to organize
our employees, and we expect that these efforts will continue. Certain groups of
our employees have chosen to be represented by a union and we are currently
negotiating initial collective bargaining agreements with some of these groups.
We cannot predict which, if any, other groups of employees may seek union
representation or the outcome of collective bargaining agreements that we may be
forced to negotiate in the future. If we are unable to negotiate acceptable
collective bargaining agreements, we might have to wait through "cooling off"
periods, which are often followed by union-initiated work actions, including
strikes. Depending on the type and duration of work action we endure, our
business, financial condition and operating results could be materially
adversely affected.
CONTROL BY CERTAIN PRINCIPAL STOCKHOLDERS
Currently, three stockholders collectively control more than 50% of the
total voting power of the Company. These stockholders, TPG Partners, L.P., TPG
Parallel I, L.P. and Air Partners II, L.P. are all controlled by the same
company, TPG Advisors, Inc. We cannot guarantee that the controlling
stockholders identified above will not try to influence the Company's business
in a way that would favor their own personal interests to the detriment of our
interests.
FLUCTUATIONS IN FUEL COSTS
Fuel is the principal raw material used in our business, accounting for
approximately 11% of our total operating expenses during the nine-month period
ended September 30, 1999. For example, with our current level of fuel
consumption, if jet fuel prices increase by one cent per gallon, our annual
operating results will decrease by $4.6 million for 2000. Among the
unpredictable events whose occurrence could effect the price and supply of jet
fuel in the future are:
- geopolitical developments
- regional production patterns
- environmental concerns
In 1996, we implemented a "fuel hedging" program to manage the risk and
possible effect that fluctuating jet fuel prices could have on our business. The
program primarily addresses our exposure to fuel
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<PAGE> 8
requirements on the East Coast. West Coast jet fuel prices, however, tend to be
more volatile than jet fuel prices in other areas of the United States and
because we primarily serve the Western United States, we purchase a
substantially larger portion of our jet fuel requirements on the West Coast
compared to our larger competitors.
Accordingly, if the price of jet fuel goes up substantially or the
supply of jet fuel is inadequate in the future and we have not implemented
adequate protection measures, our business, financial condition and operating
results could be materially adversely affected.
AVIATION TICKET TAXES
On August 5, 1997 President Clinton signed a new aviation ticket tax
into law that is scheduled to remain in effect though September 30, 2007. As a
result of the competitive environment in the passenger airline industry, we have
been limited in our ability to pass on the additional costs of these taxes to
passengers through fare increases.
SECURITY AND SAFETY MEASURES
Congress recently adopted increased safety measures designed to
increase airline passenger security and protect against terrorist acts.
Implementing these measures has increased operating costs for the airline
industry as a whole. A recent report from Congress' Aviation Safety Commission
recommends that airlines implement additional measures to improve the safety and
security of air travel. We cannot predict which additional measures Congress
will impose or the impact that implementing those measures will have on our
operating results, but it is possible that the impact could be significant.
OTHER REGULATORY MATTERS
The airline industry is heavily regulated. Both federal and state
governments from time to time propose laws and regulations that would impose
additional requirements and restrictions on airline operations. Depending on
which and how many of these laws and regulations are enacted, the cost of
operating an airline could increase significantly. We cannot predict which laws
and regulations will be adopted or the changes and increased expense that they
could cause. Accordingly, we cannot guarantee that future legislative and
regulatory acts will not have a materially adverse effect on our business,
financial conditions or operating results.
SUBSTANTIAL RESTRICTIONS IMPOSED AND PROMISES MADE IN CONNECTION
WITH CURRENT LOAN AGREEMENTS AND DEBT INSTRUMENTS
We have borrowed money pursuant to certain loan agreements and debt
instruments with significant operating and financial restrictions. These
agreements and instruments contain terms that may significantly restrict or
prohibit our ability to take certain actions, including our ability:
- to repay certain debts before they come due
- to sell assets
- to participate in certain mergers and acquisitions
- to conduct future financings
- to make needed capital expenditures
- to implement certain measures that would better enable us to
withstand future downturns in the airline industry or the economy in
general
In addition, several of these borrowing arrangements require us to
satisfy certain benchmarks in respect of its financial position.
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We are currently in compliance with the restrictions and requirements
referred to above, but any default would allow our lenders to require repayment
of the full amount of money borrowed, plus accrued and unpaid interest. If this
were to occur, we cannot guarantee that we would have or be able to raise the
funds needed to repay these debts.
Finally, we may be obligated to offer to purchase certain amounts of
the debts referred to above. Such obligations would arise if certain changes
occur with respect to who controls us, or if we dispose of certain assets.
YEAR 2000 COMPLIANCE PROGRAM AND RISKS
The Year 2000 issue results from computer programs being written using
two digits rather than four to define the applicable year. As a consequence,
time-sensitive computer equipment and software may recognize a date using "00"
as the year 1900 rather than the year 2000. Many of our systems, including
information and computer systems and automated equipment, will be affected by
the Year 2000 issue. We are also heavily reliant on the management of the
nation's air traffic control system by the Federal Aviation Administration
("FAA"), 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.).
We have underway a Year 2000 Project (the "Project" or "Year 2000
Project") to identify the programs and infrastructure that could be affected by
the Year 2000 issue and has implemented a plan to resolve the problems
identified on a timely basis. The Project requires us to devote a considerable
amount of internal resources and hire substantial external resources to assist
with the implementation and monitoring of the Project, and has required the
replacement of certain equipment and modification of certain software.
We believe that our Year 2000 Project will be completed prior to any
currently anticipated significant impact on us arising from the Year 2000 issue.
The Project is divided into three main sections, including information
technology ("IT") systems, embedded systems and third party compliance. Mission
critical IT and embedded systems are complete. Monitoring and corrective
actions, if required, will continue through the first quarter of 2000. An
initial assessment of third party suppliers is complete. Ongoing assessment will
continue through the year based on the suppliers' Year 2000 readiness and their
importance to us.
We currently estimate that the total cost of our Year 2000 Project will
be approximately $48 million, which will be funded from operating cash flows.
These costs include approximately $8 million of normal system software and
equipment upgrades and replacements which we anticipated incurring in the
ordinary course of business regardless of the Year 2000 issue. As of September
30, 1999, we had incurred approximately $35 million of non-capital expenditures
in connection with the Year 2000 Project. We expect that approximately $39
million of the costs have been or will be expensed as incurred and we have had
or will have approximately $9 million of capital expenditures.
The costs and expected completion date of our Year 2000 Project are
based on management's best estimates, and reflect assumptions regarding the
availability and cost of personnel trained in this area, the compliance plans of
third parties and similar uncertainties. However, due to the complexity and
pervasiveness of the Year 2000 issue and in particular the uncertainty regarding
the compliance programs of third parties, no assurance can be given that these
estimates will be achieved, and actual results could differ materially from
those anticipated. If our plan to address the Year 2000 issue is not
successfully or timely implemented, we may need to devote more resources to the
process and additional costs may be incurred, which could have a material
adverse effect on our financial condition and results of operations.
The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. While difficult to predict, we speculate that the most reasonably
likely worst case Year 2000 scenario will result from the failure of third
parties, including operators of airports and air traffic control systems, to
resolve their Year 2000 compliance issue. We have initiated communications with
such parties and its significant suppliers and vendors with which its systems
interface and upon which our
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business depends in an effort to reduce the adverse impact of the Year 2000
issue. There can be no assurance, however, that the systems of such third
parties will be modified on a timely basis and such failure may have a material
adverse effect on our financial condition and results of operations.
As a component of its Year 2000 Project, we have developed a
comprehensive analysis of the operational problems and costs (including loss of
revenues) that would be reasonably likely to result from the failure by us and
certain third parties to complete efforts necessary to achieve Year 2000
compliance on a timely basis. We have developed contingency plans designed to
enable it to continue operations, consistent with the highest standards of
safety, in the event of such third party failures.
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 of Holdings (the
"Class B Common Stock"). In addition, the market price of the Company's Class B
Common Stock is volatile and subject to fluctuations in response to
quarterly variations in operating results, announcements of new services by us
or our competitors, changes in financial estimates by securities analysts or
other events or factors, many of which are beyond our control.
USE OF PROCEEDS
The proceeds from the sale of the Shares will go to the Selling
Stockholders who offer and sell them. Accordingly, we will not receive any
proceeds from sales of the Shares.
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our Certificate of Incorporation
authorizes us to issue 1,200,000 shares of Class A Common Stock, 100,000,000
shares of Class B Common Stock, and, 48,800,000 shares of preferred stock. As of
September 30, 1999, there were 1,100,000 outstanding shares of Class A Common
Stock and 36,257,296 outstanding shares of Class B Common Stock. Class A Common
Stock and Class B Common Stock have identical economic rights and privileges and
rank equally, share ratably, and are identical in all respects as to all matters
other than voting rights. The Class A Common Stock votes together with the Class
B Common Stock on all matters except as otherwise required by law. Each share of
Class A Common Stock is entitled to 50 votes; each share of Class B Common Stock
is entitled to one vote. Additionally, holders of Class A Common Stock may
convert such shares into Class B Common Stock at any time, on a one-for-one
basis.
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SELLING STOCKHOLDERS
The following table sets forth certain information, as of September 30,
1999, regarding (1) the number of shares of Class A Stock owned by the Selling
Stockholders, (2) the number of shares of Class B Common Stock that the Selling
Entities would own if they caused their shares of Class A Common Stock to
convert to Class B Common Stock, (3) the number of shares of Class A Common
Stock subject to this offering which may be offered pursuant to this prospectus
and (4) the number of shares of Class B Common Stock subject to this offering
which may be offered pursuant to this prospectus. Because the Selling
Stockholders may offer all or some of the Shares that they hold pursuant to the
offering contemplated by this prospectus, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the Shares by the Selling Stockholders, no estimate can be given as to the
number of Shares that will be owned by the Selling Stockholders after completion
of this offering.
<TABLE>
<CAPTION>
CLASS B
COMMON
STOCK CLASS A CLASS B
ISSUABLE COMMON COMMON
CLASS A UPON STOCK STOCK CLASS A CLASS B
COMMON CONVERSION SUBJECT SUBJECT COMMON STOCK COMMON STOCK
STOCK OF CLASS A TO TO OWNED AFTER OWNED AFTER
OWNED COMMON STOCK OFFERING OFFERING THE OFFERING THE OFFERING
NUMBER PERCENTAGE NUMBER PERCENTAGE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TPG Partners, L.P. 780,473 780,473 780,473 780,473 -- -- -- --
TPG Parallel 1, L.P. 78,644 78,644 78,644 78,644 -- -- -- --
Air Partners 11, L.P. 82,314 82,314 82,314 82,314 -- -- -- --
Continental Airlines, Inc. 158,569 158,569 158,569 158,569 -- -- -- --
William A. Franke -- -- -- 125,000 -- -- -- --
- -------------------------- --------- --------- --------- --------- ------ ---------- ------ ----------
Totals 1,100,000 1,100,000 1,100,000 1,225,000 -- -- -- --
</TABLE>
In connection with the Company's reorganization in 1994, TPG Partners,
L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel"), Air Partners II, L.P. ("Air
Partners") and Continental Airlines, Inc. ("Continental") (collectively, the
"Selling Entities"), together with certain other entities, invested $205.3
million in consideration for the issuance of securities by the Company,
consisting of 1,200,000 shares of Class A Common Stock at a price of $7.467 per
share; 12,981,636 shares of Class B Common Stock, including 12,259,821 shares at
a price of $7.467 per share and 721,815 shares at $8.889 per share; and certain
warrants to purchase Class B Common Stock. The Registration Statement of which
this prospectus is a part covers the re-sale by the Selling Entities of up to
(a) 1,100,000 shares of Class A Common Stock and (b) 1,100,000 shares of Class B
Common Stock, representing the same number of shares of Class B Common Stock
that the Selling Stockholders would hold if they exercised their right to
convert their shares of Class A Common Stock.
TPG is a Delaware limited partnership whose general partner is TPG
GenPar, L.P., a Delaware limited partnership ("TPG GenPar"). The general partner
of each of TPG Parallel and Air Partners is also TPG GenPar. The general
partners of TPG GenPar is TPG Advisors, Inc., a Delaware corporation ("TPG
Advisors"). The executive officers and directors of TPG Advisors include David
Bonderman (director and president), William Price (director and vice president),
Richard P. Schifter (vice president) and Jeffrey A. Shaw (vice president). Mr.
Schifter and Mr. Shaw are directors of Holdings and AWA. Messrs. Bonderman and
Price are directors of Continental. The chart above does not reflect 698 shares
of Class B Common Stock initially granted to Mr. Schifter on December 31, 1998
as a non-employee director, which shares were subsequently transferred to TPG
GenPar. The chart also does not reflect 18,000 shares of Class B Common Stock
that Mr. Schifter may acquire upon exercise of stock options, 3,000 of which
were granted to Mr. Schifter in May 1999.
The Registration Statement of which this prospectus is a part also
covers 125,000 shares of Class B Common Stock held by William A. Franke, the
Chairman, President and Chief Executive Officer of Holdings and AWA and the
Chairman of The Leisure Company (together with the Selling Entities, the
"Selling Stockholders"). All of these shares were issued to Mr. Franke in August
1994 during AWA's emergence from bankruptcy pursuant to a court approved
agreement with Mr. Franke.
10
<PAGE> 12
Because the Selling Stockholders may offer all or some of the Shares
that they hold pursuant to the offering contemplated by this prospectus, and
because there are currently no agreements, arrangements or understandings with
respect to the sale of any of the Shares by the Selling Stockholders, no
estimate can be given as to the number of Shares that will be held by the
Selling Stockholders after completion of this offering.
RECENT DEVELOPMENTS
Not applicable.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer the Shares at various times in one
or more of the following transactions:
- on the New York Stock Exchange
- in the over-the-counter market;
- in negotiated transactions other than on the New York Stock Exchange or
the over-the-counter market;
- by pledge to secure debts and other obligations;
- in connection with the writing of call options, in hedge transactions
and in settlement of other transactions in standardized or
over-the-counter options; or
- in a combination of any of the above transactions.
The Selling Stockholders may sell their shares at market prices at the
time of sale, at prices related to such prevailing market prices, at negotiated
or at fixed prices.
The Selling Stockholders may use broker-dealers to sell their shares.
If this happens, broker-dealers will either receive discounts or commissions
from the Selling Stockholders, or they will receive commissions from purchasers
for whom they acted as agents.
In order to comply with the securities laws of certain states, if
necessary, the Shares will only 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 $13,000.
EXPERTS
The consolidated financial statements and consolidated financial
statement schedule of the Company as of December 31, 1998 and 1997, and for each
of the years in the three-year period ended December 31, 1998, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
11
<PAGE> 13
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. These shares have been previously registered, so no registration fees
are owed.
<TABLE>
<S> <C>
Legal fees and expenses........................................................................ $7,500
Accounting fees and expenses................................................................... $5,000
Miscellaneous.................................................................................. $500
Total................................................................................. $13,000
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Restated Certificate of Incorporation and Restated Bylaws
provide that the Company will indemnify each of its directors and officers to
the full extent permitted by the laws of the State of Delaware and may indemnify
certain other persons as authorized by the Delaware General Corporation Law (the
"GCL").
Section 145 of the GCL provides as follows:
"(a) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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 except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
II-1
<PAGE> 14
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b).
Such determination shall be made (1) by a majority vote of the board of
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of undertaking
by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent for such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
II-2
<PAGE> 15
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees)."
(l) The Restated Certificate of Incorporation and Restated Bylaws
also limit the personal liability of directors to the Company and its
stockholders for monetary damages resulting from certain breaches of the
directors' fiduciary duties. The Restated Certificate of Incorporation of the
Company provides as follows:
"A person who is or was a Director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director, except for liability (i) for any
breach of the Director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the Director derived any improper personal
benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of Directors, then the liability
of Directors of the Corporation shall be eliminated or limited to the full
extent permitted by the DGCL, as so amended. The elimination and limitation of
liability provided herein shall continue after a Director has ceased to occupy
such position as to acts or omissions occurring during such Director's term or
terms of office, and no amendment or repeal of this Section 12 shall apply to or
have any effect on the liability or alleged liability of any Director of the
Corporation for or with respect to any acts or omissions of such Director
occurring prior to such amendment or repeal."
The Company has entered into indemnification agreements with each of
its directors providing for indemnification to the fullest extent permitted by
the DGCL. These agreements provide for specific procedures to better assure the
directors' rights to indemnification, including procedures for directors to
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
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
23.1 Consent of KPMG LLP
24.1 Power of Attorney (see signature page in Part II of Registration Statement)
</TABLE>
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 (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 and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
II-3
<PAGE> 16
(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) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2 That, for the purpose of determining any liability under the
Securities 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.
(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 Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the foregoing provisions, 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
Securities Act of 1933 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 any 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 of whether
or not such indemnification is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 2 to
Registration Statement No. 333-02129 on Form S-3 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tempe, State of
Arizona, on the 22nd day of December, 1999.
AMERICA WEST HOLDINGS CORPORATION
By: /s/ William A. Franke
_______________________________________
William A. Franke
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally, William A.
Franke, W. Douglas Parker, Stephen L. Johnson, and each of them acting
individually, as his attorney-in-fact, each with full power of substitution, for
him in any and all capacities, including as an individual or as an officer or
director authorized to act on behalf of an entity, to sign any and all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said Registration
Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to Registration Statement No. 333-02129 on
Form S-3 has been signed 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 Director, President and Chief December 22, 1999
William A. Franke Executive Officer (Principal
Executive Officer)
Executive Vice President, Corporate
/s/ W. Douglas Parker Group (Principal Financial Officer
- ----------------------------------- and Principal Accounting Officer) December 22, 1999
W. Douglas Parker and Director
/s/ John L. Goolsby
- ----------------------------------- Director December 22, 1999
John L. Goolsby
/s/ Walter T. Klenz
- ----------------------------------- Director December 22, 1999
Walter T. Klenz
</TABLE>
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ Marie L. Knowles
- ----------------------------------- Director December 22, 1999
Marie L. Knowles
/s/ Richard C. Kraemer
- ----------------------------------- Director December 22, 1999
Richard C. Kraemer
/s/ Robert J. Miller
- ----------------------------------- Director December 22, 1999
Robert J. Miller
/s/ Gilbert D. Mook
- ----------------------------------- Director December 22, 1999
Gilbert D. Mook
/s/ Denise M. O'Leary
- ----------------------------------- Director December 22, 1999
Denise M. O'Leary
/s/ Richard P. Schifter
- ----------------------------------- Director December 22, 1999
Richard P. Schifter
/s/ Jeffrey A. Shaw
- ----------------------------------- Director December 22, 1999
Jeffrey A. Shaw
/s/ John F. Tierney
- ----------------------------------- Director December 22, 1999
John F. Tierney
</TABLE>
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
23.1 Consent of KPMG LLP
24.1 Power of Attorney (see signature page in Part II of Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To Board of Directors
America West Holdings Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our Firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Phoenix, Arizona
December 22, 1999
S-3
