SCHEDULE 13D
Amendment No. 5
America West Holdings Corporation
Class B Common Stock, $0.01 par value per share
Cusip #023657208
Cusip # 023657208
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 2: See Item #5
Item 4: PF, but see Item #3
Item 6: Commonwealth of Massachusetts
Item 7: 601,900 shares of Class B Common Stock
Item 8: None
Item 9: 2,907,700 shares of Class B Common Stock
Item 10: None
Item 11: 3,029,800 shares of Class B Common Stock
Item 13: 6.77%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should
not be deemed to be, an admission that such Schedule 13D is
required to be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
The securities to which this statement relates are
the Class B common stock, $0.01 par value per share (the
"Class B Common Stock"), of America West Holdings
Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at
4000 East Sky Harbor Boulevard, Phoenix, AZ 85034.
Item 2 Identity and Background.
Item 2 is amended and restated as follows:
This statement is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"). A separate Schedule 13D
is being filed by Fidelity International Limited, a Bermuda
joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). FMR is a
holding company one of whose principal assets is the capital
sock of a wholly-owned subsidiary, Fidelity Management &
Research Company ("Fidelity"), which is also a Massachusetts
corporation. Fidelity is an investment advisor which is
registered under Section 203 of the Investment Advisors Act
of 1940 and which provides investment advisory services to
more than 30 investment companies which are registered under
Section 8 of the Investment Company Act of 1940 and serves
as investment advisor to certain other funds which are
generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company
("FMTC"), a wholly-owned subsidiary of FMR Corp. and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934, as amended, serves as trustee or managing agent for
various private investment accounts, primarily employee
benefit plans and serves as investment advisor to certain
other funds which are generally offered to limited groups of
investors (the "Accounts"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity,
and FMTC are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
FIL is an investment advisor which provides
investment advisory and management services to a number of
non-U.S. investment companies or instrument trusts (the
"International Funds") and certain institutional investors.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by
Fidelity were distributed, as a dividend, to the
shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity, with certain common
shareholders. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of
Fidelity, are non-U.S. entities. Various foreign-based
subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at
Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR.
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of
the aggregate outstanding voting stock of FMR. Mr. Johnson
3d is the Chairman of FMR. The Johnson family group and all
other Class B shareholders have entered into a shareholders'
voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting
common stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address
and principal occupation of Mr. Johnson 3d is set forth in
Schedule A hereto.
In addition, a partnership controlled by Mr. Johnson 3d
and members of his family own shares of FIL voting stock
with the right to cast approximately 47.22% of the total
votes which may be cast by all holders of FIL voting stock.
Mr. Johnson 3d is Chairman of FMR and FIL. FMR and FIL are
separate and independent corporate entities. FMR and FIL
are managed independently and their Boards of Directors are
generally composed of different individuals. Their
investment decisions are made independently, and clients are
different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The Class B Common Stock to which this statement
relates are owned directly by seven of the Fidelity Funds,
twenty-six of the Accounts, and by Fidelity International
Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting
as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934 Act") and that
they are not otherwise required to attribute to each other
the "beneficial ownership" of securities "beneficially
owned" by the other corporation within the meaning of Rule
13d-3 promulgated under the 1934 Act. Therefore, they are
of the view that the Class B Common Stock held by the other
corporations need not be aggregated for purposes of Section
13(d). However, FMR is making this filing on a voluntary
basis as if all of the Shares of Class B Common Stock are
beneficially owned by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the
executive officers and directors of FMR are set forth in
Schedule A hereto.
Within the past five years, none of the persons named
in this Item 2 or listed on Schedule A has been convicted in
any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violations
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and restated as follows:
The Fidelity Funds received 4,185,800 shares of Class B
Common Stock pursuant to an Agreement and Plan of Merger
among the Company, America West Airlines, Inc. ("AWA") and
AWA Merger, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company ("Merger Sub") whereby Merger Sub
was merged with and into AWA, with AWA as the surviving
corporation (the "Merger"). By virtue of the Merger, AWA
became a wholly-owned subsidiary of the Company and each
issued and outstanding share of Class B common stock, par
value $0.01 per share of AWA (the "AWA Class B Common
Stock") was converted into one share of Class B Common
Stock. As a result, the Fidelity Funds, effective as of
midnight on December 31, 1996, became the owner of the same
number of shares of Class B Common Stock as the number of
shares of AWA Class B Common Stock owned prior to the
Merger.
Since the Merger, the Fidelity Funds have purchased and
sold Class B Common Stock. The attached Schedule B sets
forth the Class B Common Stock purchased and/or sold since
August 27, 1997. The Fidelity Funds used their own assets in
making such purchases and no part of the purchase price is
represented by borrowed funds.
The Accounts received 806,221 shares of Class B Common
Stock in connection with the conversion of AWA Class B
Common Stock into Class B Common Stock pursuant to the
Merger.
Since the Merger, the Accounts have purchased and sold
Class B Common Stock. The attached Schedule B sets forth
the Class B Common Stock purchased and/or sold since August
27, 1997. The Accounts used their own assets in making such
purchases and no part of the purchase price is represented
by borrowed funds.
Since the Merger, the International Funds and accounts
purchased 434,200 shares of Class B Common Stock for cash in
the amount of approximately $6,735,446, including brokerage
commissions. The International Funds and accounts used
their own assets in making such purchases and no part of the
purchase price is represented by borrowed funds. The
International Funds and accounts sold 312,100 shares of
Class B Common Stock for cash in the amount of approximately
$4,222,839, including brokerage and commissions.
Item 4. Purpose of Transaction.
Item 4 is amended and restated as follows:
As described in Item 3, certain shares of the Class B
Common Stock were acquired by the Fidelity Funds and
Accounts through the exchange of equity securities of AWA
for equity securities of the Company pursuant to the Merger.
Other shares of Class B Common Stock have been purchased by
the Fidelity Funds and Accounts in pursuit of specified
investment objectives established by the Board of Trustees
of the Fidelity Funds and by the investors in the Accounts.
The Fidelity Funds and Accounts hold the shares of Class B
Common Stock for investment purposes.
Fidelity and FMTC, respectively may continue to have
the Fidelity Funds and the Accounts purchase Class B Common
Stock subject to a number of factors, including, among
others, the availability of Class B Common Stock for sale at
what they consider to be reasonable prices and other
investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations
of the business prospects of the Company and upon other
developments, including, but not limited to, general
economic and business conditions and money market and stock
market conditions, Fidelity may determine to cease making
additional purchases of Class B Common Stock or to increase
or decrease the equity interest in the Company by acquiring
additional Class B Common Stock, or by disposing of all or a
portion of the Class B Common Stock.
Neither Fidelity nor FMTC has any present plan or
proposal which relates to or would result in (i) an
extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale of transfer of a
material amount of assets involving the Company or any of
its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material changes
in the Company's present capitalization or dividend policy
or any other material change in the Company's business or
corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock
becoming eligible for termination of its registration
pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended and restated as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, and
FIL beneficially own all 3,029,800 Shares of Class B Common
Stock, reference is made to Item 2 for a disclaimer of
beneficial ownership with respect to the securities which
are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity, as
investment advisor to the Fidelity Funds, 2,287,800 Shares
of Class B Common Stock or approximately 5.11% of the
outstanding Class B Common Stock of the Company, and through
FMTC, the managing agent for the Accounts, 619,900 shares
of Class B Common Stock, or approximately 1.39% of the
outstanding Class B Common Stock of the Company. FIL
beneficially owns, as investment advisor to the
International Funds, 122,100 Shares of Class B Common Stock
or approximately 0.27% of the outstanding Shares of Class B
Common Stock of the Company. Neither FMR, Fidelity, FMTC,
Edward C. Johnson 3d, FIL nor any of its affiliates nor, to
the best knowledge of FMR, any of the persons named in
Schedule A hereto, beneficially owns any other Shares of
Class B Common Stock. The combined holdings of FMR,
Fidelity, FMTC, and FIL are 3,029,800 Shares of Class B
Common Stock or approximately 6.77% of the outstanding Class
B Common Stock of the Company.
(b) FMR, through its control of Fidelity,
investment advisor to the Fidelity Funds, and the Fidelity
Funds each has sole power to dispose of the Class B Common
Stock. Neither FMR nor Mr. Johnson 3d has the sole power to
vote or direct the voting of the 2,287,800 Class B Common
Stock owned directly by certain Fidelity Funds, which power
resides with the Funds' Boards of Trustees. Fidelity
carries out the voting of the Shares under written
guidelines established by the Funds' Board of Trustees. FMR,
through its control of FMTC, investment manager to the
Accounts, and the Accounts each has sole dispositive power
over 619,900 shares of Class B Common Stock and sole power
to vote or to direct the voting of 601,900 shares of Class
B Common Stock, and no power to vote or to direct the voting
of 18,000 shares of Class B Common Stock owned by the
Accounts.
(c) Except as set forth in Schedule B, neither FMR,
or any of its affiliates, nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has effected
any transaction in the Class B Common Stock during the past
sixty (60) days.
Item 6. Contract, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is amended and restated as follows:
Neither FMR nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons named in Schedule A
hereto has any joint venture, finder's fee, or other
contract or arrangement with any person with respect to any
securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell
such debt securities.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated as follows:
Not Applicable.
This statement speaks as of its date, and no
inference should be drawn that no change has occurred in the
facts set forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
FMR Corp.
DATE: October 24, 1997
By
Frank V. Knox
Compliance Officer - FMR
Corp.
Duly authorized by and
on behalf of
Fidelity International
Limited and
Its direct and indirect
subsidiaries,
and Mr. Edward C.
Johnson 3d, under P/O/A
dated 9-30-97
by Arthur S. Loring
SCHEDULE A
The name and present principal occupation or employment
of each executive officer and director of FMR Corp. are set
forth below. The business address of each person is 82
Devonshire Street, Boston, Massachusetts 02109, and the
address of the corporation or organization in which such
employment is conducted is the same as his business address.
All of the persons listed below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO,
FMR
Chairman & Corp.
Mng. Director
J. Gary Burkhead Director and Vice Chairman President,
Fidelity
Investments
Institutional
Services
Company, Inc.
James C. Curvey Director, Vice Chairman, Chief Operating
Officer, Chief Operating
Officer FMR
William L. Byrnes Director & Mng. Vice Chairman,
FIL
Director
Abigail P. Johnson Director Associate
Director and Senior
Vice President - Fidelity
Management & Research
Company
George A. Vanderheiden Director
Senior Vice President,
Fidelity
Management & Research
Company
David C. Weinstein Sr. Vice President Sr. Vice
President
Administration Administration,
FMR Corp.
Mark A. Peterson Executive Vice President President -
Fidelity
Investments Technology &
Processing Group
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres.
- -
Chief Financial Chief Financial
Officer Officer, FMR
Corp.
SCHEDULE B
America West Holdings Corporation
Three Fidelity Funds purchased Class B Common Stock since
August 27, 1997 at the dates and at the prices set forth
below. The transactions were made for cash in open market
transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
09-03-97 2,900 $12.1875
09-17-97 173,000 14.94295
09-18-97 27,000 14.9487
10-01-97 100 15.00
SCHEDULE B
America West Holdings Corporation
Three Fidelity Funds sold Class B Common Stock since August
27, 1997 at the dates and at the prices set forth below.
The transactions were made for cash in open market
transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
08-27-97 25,000 $12.1607
08-28-97 25,000 12.0874
09-02-97 25,000 12.1298
10-02-97 50,000 14.7133
10-03-97 50,000 14.8027
10-06-97 50,000 14.79
10-07-97 50,000 14.6299
10-08-97 54,100 14.3036
10-09-97 25,000 14.2215
10-10-97 25,000 14.3264
10-15-97 25,000 15.0338
10-17-97 25,000 14.7344
SCHEDULE B
America West Holdings Corporation
Two Fidelity Funds sold America West Wts 8/25/99 B Warrants
since August 27, 1997 at the dates and at the prices set
forth below. The transactions were made for cash in open
market transactions or with other investment companies with
the same or an affiliated investment advisor.
DATE SHARES PRICE
08-29-97 7,000 $3.9375
09-02-97 29,500 4.0095
09-03-97 42,900 4.0757
09-04-97 22,900 4.4227
09-05-97 43,100 4.6875
09-08-97 53,700 4.7247
09-09-97 21,300 4.926
09-15-97 300 5.813
SCHEDULE B
America West Holdings Corporation
Two Accounts purchased America West Class B Common Stock
since August 27, 1997 at the dates and at the prices set
forth below. The transactions were made for cash in open
market transactions or with other investment companies with
the same or an affiliated investment advisor.
DATE SHARES PRICE
09-10-97 2,000 $14.8438
09-18-97 6,400 14.9487
SCHEDULE B
America West Holdings Corporation
Three Accounts sold America West Class B Common Stock since
August 27 , 1997 at the dates and at the prices set forth
below. The transactions were made for cash in open market
transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
08-27-97 10,000 $12.1607
08-28-97 25,200 12.0874
09-10-97 1,700 14.625
10-10-97 600 14.3264
