SCHEDULE 13D
Amendment No. 3
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: 719,200 shares of Class B Common Stock
Item 8: None
Item 9: 3,830,600 shares of Class B Common Stock (including
329,600 shares issuable upon exercise of Warrants of
America West Airlines, Inc.)
Item 10: None
Item 11: 3,989,700 shares of Class B Common Stock
(including 329,600 shares issuable upon exercise of
Warrants of America West Airlines, Inc.)
Item 13: 8.86%
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 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 eight of the Fidelity Funds,
thirty 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 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. The Fidelity Funds also hold Warrants issued by
AWA, which as a result of the Merger, now entitle the
Fidelity Funds to purchase one share of Class B Common Stock
per Warrant held.
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
July 26, 1997. Except purchases made on margin pursuant to
typical customer margin agreements, 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. The Accounts also hold Warrants issued by AWA,
which as a result of the Merger, now entitle the Accounts to
purchase one share of Class B Common Stock per Warrant held.
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 July
26, 1997. Except purchases made on margin pursuant to
typical customer margin agreements, the 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 received 0 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. The International Funds and accounts also
hold Warrants issued by AWA, which as a result of the
Merger, now entitle the International Funds and accounts to
purchase one share of Class B Common Stock per Warrant held.
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 275,100 shares of
Class B Common Stock for chash in the amoun of approximately
$3,744,148, including brokerage and commissions.
On March 1, 1996, the Shares beneficially owned by the
Fidelity Funds and the Accounts decreased by 202,500 Shares
as a result of the event described in Item 5(c) below.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
As described in Item 3, the Class B Common Stock was
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 as follows:
Although Item 5 assumes that FMR, Fidelity, FMTC, and
FIL beneficially own all 3,989,700 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, 3,093,400 Shares
of Class B Common Stock (including 329,600 shares issuable
upon exercise of Warrants of America West Airlines, Inc.) or
approximately 6.87% of the outstanding Class B Common Stock
of the Company, and through FMTC, the managing agent for the
Accounts, 737,200 shares of Class B Common Stock, or
approximately 1.64% of the outstanding Class B Common Stock
of the Company. As indicated, the number of shares of Class
B Common Stock held by the Fidelity Funds and the Accounts
includes 329,600 shares of Class B Common Stock resulting
from the assumed conversion of 329,600 Warrants of AWA (1
share of Class B Common Stock for each Warrant of AWA). FIL
beneficially owns, as investment advisor to the
International Funds, 159,100 Shares of Class B Common Stock
or approximately 0.35% 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 3,989,700 Shares of Class B
Common Stock (including 329,600 shares issuable upon
exercise of Warrants of America West Airlines, Inc.), or
approximately 8.86% 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 3,093,400 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 737,200 shares of Class B Common Stock and sole power
to vote or to direct the voting of 719,200 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 (including 0 shares
issuable upon exercise of Warrants of AWA) 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.
DDJ Capital Management, LLC or an affiliate of such
Company ("DDJ"), provides investment advisory consulting
services for FMTC's use in connection with FMTC's investment
management of two Accounts. DDJ is not a direct or indirect
subsidiary or affiliate of FMR Corp. or FMTC; DDJ has no
shared or sole voting or dispositive power or any other
investment discretion with respect to such securities or any
other securities owned by Accounts managed by FMTC.
Other than the margin agreements described in Item 3
above and except as may otherwise be described herein,
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 Company, certain of its Accounts and certain other
security holders of the Company are parties to a
Registration Rights Agreement dated August 25, 1994
obligating the Company to register under the Securities Act
of 1933, as amended, certain of the shares of Class B Common
Stock.
In addition, one of the Company's Accounts, Belmont
Capital Partners II, a Bermuda limited partnership, used
funds borrowed under a Credit Agreement to purchase shares
of Class B Common Stock, which borrowings have since been
repaid.
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.
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: August 18, 1997 By:
/s/Frank V. Knox
Frank V. Knox
Compliance Officer - FMR
Corp.
Under P/O/A dated 8-11-97
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 sold Class B Common Stock since July
26, 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
07/28/97 18,000 12.98
07/29/97 77,700 12.69
08/07/97 25,000 13.35
SCHEDULE B
America West Holdings Corporation
Two Fidelity Funds sold America West Wts 8/25/99 B Warrants
since July 26, 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
07/28/97 4,300 4.00
07/29/97 2,400 4.06
07/30/97 23,600 4.10
SCHEDULE B
America West Holdings Corporation
Two Accounts purchased Class B Common Stock since July 26,
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
07/28/97 8,500
$13.25
08/05/97 5,100 13.00
SCHEDULE B
America West Holdings Corporation
Four Accounts sold America West Class B Common Stock since
July 26, 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
07/31/97 4,200
$13.50
08/04/97 21,700 13.57
08/05/97 51,800 12.79
08/06/97 32,700 13.48
08/07/97 44,000 13.53
SCHEDULE B
America West Holdings Corporation
One Account sold America West Wts 8/25/99 B Warrants since
July 26, 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
07/28/97 700 $4.00
07/29/97 800 4.06
07/30/97 17,000 4.10
