SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
America West Airlines Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
023650104000
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
<PAGE>
CUSIP No.
023650104000
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
4,671,633.88
6) Shared Voting Power
-0-
7) Sole Dispositive Power
4,671,633.88
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,671,633.88<PAGE>
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
16.39%
12) Type of Reporting Person
BD
<PAGE>
CUSIP No.
023650104000
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
4,671,633.88
6) Shared Voting Power
-0-
7) Sole Dispositive Power
4,671,633.88
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,671,633.88
<PAGE>
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
16.39%
12) Type of Reporting Person
HC/CO
<PAGE>
CUSIP No.
023650104000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
4,671,633.88
6) Shared Voting Power
-0-
7) Sole Dispositive Power
4,671,633.88
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,671,633.88
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
<PAGE>
(___)
11) Percent of Class Represented by Amount in Row 9
16.39%
12) Type of Reporting Person
HC/CO
<PAGE>
Item 1(a). Name of Issuer: America West Airlines Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
51 West Third Street
Tempe, Arizona 85281
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
023650104000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent holding
companies in accordance with Section 240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: February 28, 1994
See Item 9 of cover pages
(b) Percent of Class:
<PAGE>
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company
See Exhibit 1
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: February 28, 1994
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
--------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
------------------
Name: Karen C. Manson
Title: Authorized Representative
<PAGE>
Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
<PAGE>
EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers Inc., a
registered Broker/Dealer and Lehman Brothers Holdings Inc. and
American Express Company, parent holding companies. The relevant
subsidiary is Lehman Brothers Inc.
