AMERICA WEST AIRLINES INC
8-K, 1994-03-01
AIR TRANSPORTATION, SCHEDULED
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                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549


                              FORM 8-K


           CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934



   Date of Report  (Date of  Earliest Event Reported):   February 24, 1994
                                                         _________________

                      AMERICA WEST AIRLINES, INC.
   _______________________________________________________________________
       (Exact name of registrant as specified in its charter)


       Delaware                    1-10140             86-0418245
   _______________________________________________________________________
   (State of Incorporation) (Commission File No.) (I.R.S. Employer 
                                                   Identification No.)



                            51 W. Third Street
                           Tempe, Arizona  85281
   _______________________________________________________________________
       (Address of principal executive offices, including zip code)



   Registrant's  telephone number, including  area code:   (602) 693-0800
                                                           _______________


   <PAGE>

     Item 5.   Other Events.
               ____________

     On  February  24,   1994, America  West   issued  the  press
   release, attached hereto  as  an exhibit,  reporting  that its
   Board of Directors unanimously   selected   AmWest   Partners,
   L.P.  as     the   lead investor  in the Company's  bankruptcy
   reorganization.  

     Item 7.   Financial Statements and Exhibits.
               _________________________________

               (c)  Exhibits.
                    ________

                    Exhibit No.    Description
                    __________     ___________

                       99          Press Release   of the Company dated
                                   February 24, 1994





                             SIGNATURES
                             __________


     Pursuant  to the requirements of the Securities Exchange Act
   of  1934, the  registrant has  duly caused  this report  to be
   signed   on  its  behalf  by  the  undersigned  hereunto  duly
   authorized.

                                   AMERICA WEST AIRLINES, INC.



   Date: February 28, 1994         By   /s/ Alphonse E. Frei
                                        ______________________________
                                        Alphonse E. Frei
                                        Senior Vice President-Finance
   <PAGE>


                   AMERICA WEST BOARD OF DIRECTORS
              SELECTS AMWEST PARTNERS AS LEAD INVESTOR
              ________________________________________


     PHOENIX, AZ (FEB.24) (NASDAQ:AWAQC; PSE:AWA)  -- The America
   West Airlines Board of  Directors announced today that  it had
   unanimously  selected  AmWest  Partners,  L.P.  as   the  lead
   investor in  the Company's bankruptcy  reorganization.  AmWest 
   Partners is  a limited partnership  led by  Air Partners, L.P.
   and  includes as  investors Continental  Airlines, Inc.,  Mesa
   Airlines, Inc., and Fidelity Investments.

     "After  carefully considering  all  the factors  it was  the
   Board's judgment that the  AmWest Partners bid was superior to
   other alternatives," said Bill  Franke, America West Airlines'
   Chairman of the Board.  "AmWest's bid contemplates a strategic
   alliance which  would result  in an  independent America  West
   Airlines  headquartered  in  Phoenix,  and affiliated  with  a
   global  partnership.  Under  this proposal, America  West will
   emerge from bankruptcy with a strong balance sheet and healthy
   cash reserves," Franke said.

     Franke  said the AmWest  Partners bid would  provide America
   West  with $100 million  of new  long-term unsecured  debt and
   $120  million  of  new  equity  in  exchange  for  a  minority
   ownership interest in an reorganized America West.

     In addition to the 37.5% interest in the reorganized company
   that AmWest would  receive, other interests would  receive the
   following:

     One secured creditor in exchange for
     certain concessions                           7.5%

     Unsecured creditors                          45.0%

   An  additional  10%   of  the  Company's  common   stock  (the
   "Contingent  Stock")  would  be  available  to  the  Company's
   existing common  stockholders if (and to the  extent that) the
   proposed America West  plan of reorganization would  result in
   the  unsecured  creditors  receiving  full recovery  of  their
   claims.   To the extent that the Bankruptcy Court is unable to
   make  this determination, the contingent stock would be placed
   in  trust and,  one year  later, would  be distributed  to the
   unsecured creditors and/or equity holders depending on whether
   (and to the extent that) the  market price at such time of the
   shares of reorganized America West's common  stock distributed
   to  the unsecured creditors  had indicated that  the unsecured
   creditors had received full recovery of their claims.

     In  addition, both the  Company's equity holders  and AmWest
   Partners   would  receive  warrants  to  purchase  5%  of  the
   reorganized Company's  common stock.   The  exercise price  of
   these warrants would be  set at a  level such that they  would
   not be  exercised until  after the  unsecured creditors  would
   received full recovery of their claims.

     Finally, equity holders would be granted the right to invest
   $15 million  in new money  in the reorganized  America West at
   approximately the same price as AmWest Partners.

     The  alliance also would  result in Continental  and America 
   West cooperating in a broad range of marketing and operational
   areas, including code sharing  arrangements, combined frequent
   flier programs, and  strengthened sales and marketing presence
   for each carrier.

     An Air Partners spokesman said the alliance should result in
   additional traffic at  Sky Harbor  Airport, strengthening  its
   role as a regional  hub and providing the opportunity for more
   jobs for the Phoenix, area.

     In a statement, Air Partners said:  "We believe our proposal
   provides  benefit for all  concerned.  Our  estimates indicate
   that  this strategic  alliance  will  improve  America  West's
   operating income  materially and we expect as investors and as
   affiliated  carriers  to  enjoy  these  synergistic   economic
   benefits."

     Franke   said   the   companies'   route   structures   were
   strategically  complementary,  strengthening   America  West's
   system in the west and southwest.  Continental's system in the
   east,  northeast, southeast, as well  as in the  southwest and
   Mesa Airline's existing role as an AWA Express operator.

     The   Boards's  decision  will  be  presented  to  the  U.S.
   Bankruptcy  Court for its  approval in  the near  term, Franke
   said.
                                -30-


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