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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICA WEST AIRLINES INC.
(Name of Issuer)
Common Stock, par value $.25 per share
(Title of Class of Securities)
023650104
(CUSIP Number)
Karen C. Manson
Secretary
Lehman Brothers Inc.
2 World Trade Center, 15th Floor
New York, New York 10048
(212) 528-5772
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
May 11, 1994
(Date of Event which Required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /X/.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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SCHEDULE 13D
CUSIP NO. 441840105000
1. Name of Reporting Person
S.S. or I.R.S. No. of Above Person
Lehman Brothers Inc.
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds (see instructions)
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(E)
/ X /
6. Citizenship or Place of Organization
Delaware
7. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Voting Power
2,503,501
8. Number of Shares Beneficially Owned by Each Reporting Person with
Shared Voting Power
2,332,000
9. Number of Shares Beneficially Owned by Each Reporting Person with Sole
Dispositive Power
2,503,501
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10. Number of Shares Beneficially Owned by Each Reporting Person with
Shared Dispositive Power
2,332,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,837,701
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
/ /
13. Percent of Class Represented by Amount in Row (11)
17.38%
14. Type of Reporting Person (see instructions)
BD, CO
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
Common Stock, par value $.25 per share (the "Common Stock"), of America West
Airlines Inc., a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is 4000 East Sky Harbor Boulevard,
Phoenix, Arizona 85034. The Company is currently operating as a debtor-in-
possession under Chapter 11 of the United States Bankruptcy Code.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of the following entity (the
"Reporting Person"):
Lehman Brothers Inc., a Delaware corporation
3 World Financial Center
200 Vesey Street
New York, N.Y.
LB is a full-line securities firm. .
The following entity is a control person (the "Control Person") of the
Reporting Persons:
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings")
3 World Financial Center
200 Vesey Street
New York, N.Y.
Holdings through its domestic and foreign subsidiaries is a full-line
securities firm. It is the immediate parent of the Reporting Person.
As of the date hereof, American Express Company ("AMEX") beneficially
owns all of the common stock of Holdings. However, AMEX is distributing all of
such common stock to its shareholders as a common stock dividend. Such
dividend was declared on April 29, 1994 and is payable on May 31, 1994.
Therefore neither AMEX nor the Reporting Person considers AMEX a control person
of the Reporting Person.
The names, residence or business addresses, citizenships and present
principal occupations or employment of the executive officers and directors of
the Reporting Person and the Control Person are set forth in Appendix A hereto.
Except as stated in Appendix B hereto, none of the Reporting Person,
or, to the best knowledge of the Reporting Person, the Control Person or any of
the persons listed in
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Appendix A hereto has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION.
All Company securities owned by the Reporting Person were acquired
with working capital and any additional Company securities to be acquired
pursuant to the Lehman Subscription Agreement referred to below in Item 6 will
be acquired with working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person holds 2,322,000 shares of Common Stock for
investment purposes. Of such amount 523,000 shares were originally acquired
for investment purposes and 1,799,000 shares were originally acquired in and
transferred from a market making account. Securities to be acquired pursuant
to the Lehman Subscription Agreement referred to in Item 6 below will be
acquired for investment purposes. All other Company equity securities held by
the Reporting Person were acquired by the Reporting Person in the ordinary
course of its business as a market maker of said securities. The Reporting
Person has heretofore reported its beneficial ownership of shares of the
Company's Common Stock on a Schedule 13G. However, because the transaction
contemplated by the Lehman Subscription Agreement may be deemed to be in
connection with the change in control of the Company, the Reporting Person has
elected to convert its filing to a Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 20, 1994, the Reporting Person is the beneficial owner
of 2,324,200 shares of Common Stock of the Company, 2,332,000 for investment
purposes and 2,200 for market making purposes. In addition, as of May 20,
1994, the Reporting Person has the right to acquire approximately 2,503,501
shares of Common Stock through the conversion of the Company's 7.5%, 7.75% and
11% Convertible Subordinated Debentures. Total beneficial ownership of Common
Stock by the Reporting Person and, to their knowledge, by the Control Person
and persons listed in Appendix A hereto is set forth in Appendix C hereto.
The Reporting Person also acquired and holds the Kawasaki Priority
Facility creditor's claim (subject to participated interests). 15% of the
principal amount of this claim will be treated as an unsecured claim and upon
approval of a plan of reorganization holders of this percentage of the claim
will receive what such plan gives to unsecured creditors. Under the proposed
plan or reorganization unsecured creditors would receive common stock.
(b) As set forth in Item 6, the Reporting Person has entered into
the Lehman Subscription Agreement, and pursuant thereto has certain
understandings regarding the Common Stock with AmWest Partners L.P. ("AmWest").
As a result, AmWest may be deemed to have shared power to vote or shared power
to dispose of 2,322,000 shares of the Common Stock of the Company which are
owned by the Reporting Person, representing approximately 9.18% of the
25,294,870 shares of the Common Stock reported to be outstanding as of April
30, 1994 in the Company's Form 10-Q for the quarterly period ended
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March 31, 1994. The Reporting Person disclaims that it and AmWest comprise a
group within the meaning of Section 13(d) (3) of the Securities Exchange Act of
1934.
(c) Except as described above and purchases and sales in the
ordinary course of its market making business, there were no purchases and
sales of Common Stock effected during the past 60 days by the Reporting Person
or, to their knowledge, the Control Person or any person listed in Appendix A
hereto.
(d) Except as described above, neither the Reporting Person nor,
to their knowledge, the Control Person or any of the persons listed in Appendix
A hereto knows of any other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock beneficially owned by the Reporting Person.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On May 11, 1994, AmWest and the Reporting Person entered into a
Subscription Agreement (the "Lehman Subscription Agreement"), dated as of such
date. The following is a brief description of certain provisions of the Lehman
Subscription Agreement and transactions which may be deemed in connection with
a change of control, and is qualified in its entirety by reference to such
agreement.
The Reporting Person believes, based on information provided by AmWest
that, on April 21, 1994, AmWest and the Company entered into the Third Revised
Investment Agreement, dated as of April 21, 1994, between AmWest and the
Company (the "Investment Agreement") pursuant to which AmWest has agreed, in
connection with and as a part of a proposed joint plan of reorganization of the
Company (the "Plan") and subject to the satisfaction or waiver of certain
conditions (including confirmation of the Plan by the United States Bankruptcy
Court for the District of Arizona), to acquire certain voting securities, debt
securities and warrants of the reorganized comapany ("New America West").
Under the Investment Agreement, AmWest has the right to assign (in whole or in
part) its right to acquire such securities and warrants to other parties. It
is the understanding of the Reporting Person that, if the transactions
contemplated by the Investment Agreement are successfully completed, AmWest
will own a controlling interest in New America West and that the Investment
Agreement contemplates that the board of directors, charter and by-laws of New
America West will be different from those of the Company.
Pursuant to the Lehman Subscription Agreement, the Reporting Person
has agreed to accept an assignment from AmWest of certain of its rights under
the Investment Agreement and the Third Revised Interim Procedures Agreement,
dated April 21, 1994,
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between AmWest and the Company (the "Procedures Agreement"), including the
right to purchase certain securities of the reorganized company ("New America
West") to result upon the emergence of the Company from bankruptcy. Also
pursuant to the Lehman Subscription Agreement, unless AmWest directs it to do
otherwise, the Reporting Person has agreed to purchase all shares of Class B
Common of New America West to which it would be entitled under the Plan, if
approved, pursuant to the Investment Agreement, in respect of the 2,322,000
shares of Common Stock owned by it which are subject to the Lehman Subscription
Agreement, and has agreed to sell, on the Effective Date, all such purchased
shares to AmWest at the price paid therefor by the Reporting Person. In
addition, the Reporting Person has agreed to purchase from the Company a
percentage of the Class B Common Stock which AmWest may be required to purchase
pursuant to the the terms of the Investment Agreement at the same price as the
purchase and sale referred to in the preceding sentence.
The Reporting Person has also covenanted and agreed in the Lehman
Subscription Agreement that for a specified period it will (i) support in all
material respects AmWest's proposed investment in New America West, (ii) make
all elections to acquire securities of New America West permitted to be made
pursuant to the provisions of the Investment Agreement in respect of the
2,322,000 shares of Common Stock of the Company owned by it, (iii) not support
any competing proposals to acquire all or any material interest in the
business, stock or assets of New America West and (iv) not sell, assign, pledge
or otherwise transfer any shares of the 2,322,000 shares of Common Stock owned
by it without the prior written consent of AmWest. With the exception of the
Lehman Subscription Agreement described herein, there are no understandings,
agreements, or arrangements between AmWest and the Reporting Person with
respect to the Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Investment Agreement, the Procedures Agreement and the Lehman Subscription
Agreement which were filed with the Securities and Exchange Commission as
exhibits to the Schedule 13D dated May 16, 1994 filed by AmWest and TPG
Partners, L.P. are hereby incorporated by reference.
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SIGNATURES
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.
Dated: May 20, 1994
LEHMAN BROTHERS INC.
BY: /s/ Karen C. Manson
---------------------
Name: Karen C. Manson
Title: Secretary
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APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF
REPORTING PERSON AND CONTROL PERSON
REPORTING PERSON
Directors:
Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York
Private Investor
Philip Caldwell
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.
Harvey Golub
USA
The American Express Company
3 World Financial Center
51st Floor
New York, New York 10285
Chairman, President and Chief Executive Officer of American Express Company
John R. Laird
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
Inside Director of Lehman Brothers Inc.
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Sherman R. Lewis, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
16th Floor
New York, New York 10285
Vice Chairman of Lehman Brothers Holdings
David Marcus
USA
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
Managing Director and General Counsel of Lehman Brothers Inc.
Robert Matza
USA
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Managing Director and Chief Financial Officer of Lehman Brothers Inc.
T. Chrisopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
President and Chief Operating Officer of Lehman Brothers
Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
50 Main Street
White Plains, New York 10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
Executive Officers who are not Directors:
T. Anthony Brooks
USA
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Managing Director
Lehman Brothers Inc.
3 World Financial Center, 6th Floor
New York, NY 10285
Jeremiah M. Callaghan
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 8th Floor
New York, NY 10285
James A. Carbone
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
New York, NY 10285
John L. Cecil
USA
Chief Administrative Officer
Lehman Brothers Inc.
3 World Financial Center, 8th Floor
New York, NY 10285
Ronald L. Gallitin
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 10th Floor
New York, NY 10285
Robert E. Genirs
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 10th Floor
New York, NY 10285
Joseph M. Gregory
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
New York, NY 10285
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Bruce R. Lakefield
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
Stephen M. Lessing
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Robert Matza
USA
Managing Director and Chief Financial Officer
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Thomas A. Russo
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
Mel A. Shaftel
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
18th Floor
New York, New York 10285
Steven Spiegel
USA
Managing Director
Lehman Brothers Inc.
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3 World Financial Center
7th Floor
New York, New York 10285
Thomas H. Tucker
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
C. Daniel Tyree
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
Paul D. Williams
USA
Managing Director
Lehman Brothers Inc.
3 World Financial Center
7th Floor
New York, New York 10285
CONTROL PERSON
Directors:
Roger S. Berlind
USA
Berlind Productions
10 East 53rd Street
30th Floor
New York, New York 10028
Private Investor
David M. Culver
Canada
CAI Capital Corporation
3429 Drummond Street
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Suite 200
Montreal, Quebec H3G 1X6
Chairman of CAI Capital Corporation
Richard S. Fuld, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.
Katsumi Funaki
Japan
Nippon Life Insurance Company
2-2, Yuraka-cho 1 Chome
Chiyoda-ku 100 Tokyo Japan
Senior General Manager for International Business of the
Finance and Investment Business Office of the Nippon
Life Insurance Company
Richard M. Furlaud
USA
Bristol-Meyers Squibb Company
150 East 52nd Street
12th Floor
New York, New York 10022
Harvey Golub
USA
The American Express Company
3 World Financial Center
51st Floor
New York, New York 10285
Chairman, President and Chief Executive Officer of American Express Company
Sherman R. Lewis, Jr.
USA
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Chairman and Chief Executive Officer of Lehman Brothers Inc.
Dina Merrill
USA
Theo Teryazos
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NY Office-RKO Pavilion
551 Madison Avenue
New York, New York 10285
Actress and Private Investor
Roger S. Penske
USA
Penske Corporation
13400 Outer Drive West
Detroit, Michigan 48239
President of the Penske Corporation
T. Chrisopher Pettit
USA
Lehman Brothers Inc.
3 World Financial Center
10th Floor
New York, New York 10285
President and Chief Operating Officer of Lehman Brothers
Masataka Shimasaki
Japan
Nippon Life Insurance Company
1251 Avenue of the Americas
52nd Floor
New York, New York 10020
General Manager for the Americas, Nippon Life Insurance Company
Malcolm Wilson
USA
Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
50 Main Street
White Plains, New York 10606-1920
Counsel to Kent, Hazzard, Jaeger, Greer,
Wilson & Fay
Executive Officers who are not Directors:
Ronald Gallatin
USA
Senior Executive Vice President
Lehman Brothers Inc.
3 World Financial Center
10th Floor
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New York, New York 10285
David Marcus
USA
Managing Director and General Counsel
Lehman Brothers Inc.
3 World Financial Center
19th Floor
New York, New York 10285
Robert Matza
USA
Managing Director and Chief Financial Officer
Lehman Brothers Inc.
3 World Financial Center
6th Floor
New York, New York 10285
Michael Milversted
USA
Managing Director and Treasurer
Lehman Brothers Inc.
388 Greenwich Street
8th Floor
New York, New York 10013
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APPENDIX B
On May 16, 1988, E.F. Hutton & Co., Inc. ("Hutton"), a company
acquired by and merged into the Reporting Person, pleaded guilty to a Federal
Information involving a failure to file currency transaction reports with the
Internal Revenue Service. The criminal disposition involved three felony
counts and resulted in a $1,010,000 fine. The majority of the activities on
which the Information is based took place during 1982 and 1983, and none
occurred later than August, 1984. All alleged failures to file took place in
Hutton's Providence, Rhode Island branch office.
The Reporting Person has been involved in a number of civil
proceedings which concern matters arising in connection with the conduct of its
business. Certain of such proceedings have resulted in findings of a violation
of federal or state securities laws. Each of these proceedings was settled by
the Reporting Person consenting to the entry of an order without admitting or
denying the allegations in the complaint. All of such proceedings are reported
and summarized in Schedule D to the Reporting Person's Form BD filed with the
Securities and Exchange Commission, which descriptions are hereby incorporated
by reference.
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APPENDIX C
Beneficial Ownership of Shares of
Common Stock, par value $.25 per
share, of America West Airlines Inc.
<TABLE>
<CAPTION>
Percentage of
Name Amount D/I Common Stock
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<S> <C> <C> <C>
Lehman Brothers Inc. 4,837,701 D 17.38
Lehman Brothers Holdings Inc. 4,837,701 I 17.38
</TABLE>
___________________________
(D) - Direct ownership and indirect ownership of shares held by subsidiaries.
(I) - Indirect ownership of shares held by Lehman Brothers Inc.
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