<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
America West Airlines, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
Class B Common Stock, par value $.01 per share
Warrants to purchase Class B Common Stock
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(Title of Class of Securities)
023650-30-2
023650-20-3
023650-11-2
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(CUSIP Number)
Copy to:
Martin J. Whalen
Senior Vice President
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85034
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 25, 1994
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(Date of Event which Requires 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 / /.
Check the following box if a fee is being paid with the statement /x/ /x/. (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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1984 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 023650-11-2 PAGE 2 OF 4 PAGES
<TABLE>
<S> <C> <C>
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(1) Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
William A. Franke
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(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
U.S.A.
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Number of (7) Sole Voting Power 0
Shares Bene-
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ficially (8) Shared Voting Power 4,897,538 (See Item 5)
Owned by
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Each Report- (9) Sole Dispositive Power 0
ing Person
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With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
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(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
0
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(14) Type of Reporting Person
IN
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</TABLE>
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 023650-20-3 PAGE 3 OF 4 PAGES
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
(1) Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
William A. Franke
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(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) [ ] [ ]
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(6) Citizenship or Place of Organization
U.S.A.
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Number of (7) Sole Voting Power 125,100
Shares Bene-
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ficially (8) Shared Voting Power 14,501,967 (See Item 5)
Owned by
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Each Report- (9) Sole Dispositive Power 125,100
ing Person
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With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
125,000
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(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
.29%
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(14) Type of Reporting Person
IN
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</TABLE>
<PAGE> 4
SCHEDULE 13D
CUSIP NO. PAGE 4 OF 4 PAGES
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------
(1) Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
William A. Franke
- ----------------------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [x]
- ----------------------------------------------------------------------------------------------
(3) SEC Use Only
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(4) Source of Funds*
00
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(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
U.S.A.
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Number of (7) Sole Voting Power 0
Shares Bene-
---------------------------------------------------------------------
ficially (8) Shared Voting Power 1,200,000 (See Item 5)
Owned by
---------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 0
ing Person
---------------------------------------------------------------------
With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- ----------------------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- ----------------------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0
- ----------------------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
ORIGINAL REPORT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The securities to which this statement relates are the Class A Common
Stock, $0.01 par value per share (the "Class A Common"), the Class B Common
Stock, $0.01 par value per share (the "Class B Common"), and the Warrants to
Purchase Class B Common (the "Warrants") of America West Airlines, Inc., a
Delaware corporation (the "Company"). The principal offices of the Company are
located at 4000 East Sky Harbor Boulevard, Phoenix, Arizona 85034. Pursuant to a
Plan of Reorganization (the "Plan") which was confirmed by the United States
Bankruptcy Court for the District of Arizona (the "Bankruptcy Court") on August
10, 1994 and which became effective on August 25, 1994 (the "Effective Date"),
the Company has emerged from bankruptcy and is no longer operating as a
debtor-in-possession under Chapter 11 of the United States Bankruptcy Code.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed solely as a precautionary measure by, William A.
Franke in his capacity as Stockholders' Representative pursuant to a
Stockholders' Agreement (described in Item 6 below). Mr. Franke's principal
business address is 2525 E. Camelback Road, Suite 800, Phoenix, Arizona
85016-4203. Mr Franke is the chief executive officer of the Company. The
principal business of the Company is the passenger airline industry. Its
principal address is 4000 E. Sky Harbor Boulevard, Phoenix, Arizona 85034.
During the last five years, Mr. Franke has not been convicted in a criminal
proceeding nor has he 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 prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such law. Mr.
Franke is the chief executive officer of the Company, which is subject to an
order of the Securities and Exchange Commission dated May 12, 1994 finding that
the Company's annual report on Form 10-K for the year ended December 31, 1990
violated section 13(a) of the Exchange Act and Rule 13a-1 thereunder, and that
the Company's Form 10-Q for the first quarter of 1991 violated Section 13(a) of
the Exchange Act and 13a-13 thereunder. The order provides that the Company
neither admitted nor denied any violation of the securities laws.
Mr. Franke is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This statement relates to shares held by the parties to a Stockholders'
Agreement as described in Item 6 below. Mr Franke is a party to the agreement in
his capacity as a Stockholder Representative. Mr. Franke did not purchase any of
the shares which are subject to the Stockholders' Agreement.
Of the 125,100 shares of Class B Common Stock directly owned by Mr. Franke,
125,000 were acquired pursuant to a reorganization success bonus granted to Mr.
Franke by the Company. The Bankruptcy Court approved the payment of the bonus on
August 24, 1994. The remaining 100 shares were acquired as described in Item
5(c).
ITEM 4. PURPOSE OF TRANSACTION
Mr. Franke entered into the Stockholders' Agreement in his capacity as a
Stockholder Representative. He was appointed as a Stockholder Representative by
the previous Board of Directors of the Company. Pursuant to the Stockholders'
Agreement, Mr. Franke, as Stockholders' Representative, has agreed, in certain
instances which generally relate to the election and removal of members of the
Board of Directors of the Company, to recommend to the Independent Directors (as
defined therein) that they support certain actions of the Board.
Mr. Franke received the 125,100 shares of Class B Common owned by him as
described in Item 3 above. Mr. Franke intends to retain 125,000 shares of the
stock solely for the purpose of investment. He intends to
<PAGE> 6
dispose of 100 shares as described in Item 5(c) below. Mr. Franke may make
additional purchases of or dispose of the Company's common stock either in the
open market or in private transactions depending on the Company's business,
prospects and financial condition, the market for the common stock, general
economic conditions, money and stock market conditions and other future
developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Mr. Franke has the sole power to vote and
dispose of 125,100 shares of Class B Common. These shares are not subject to the
Stockholders' Agreement. The Class B Common held by Mr. Franke represents .28%
of the 43,925,000 shares of Class B Common Stock currently outstanding.
(b) As set forth in Item 6, Mr. Franke, in his capacity as Stockholder
Representative, has certain understandings and agreements regarding the
selection of certain Independent Directors and the recommendation of voting by
the Independent Directors on certain matters related to the election and removal
of directors with 1) TPG Partners, L.P. a Delaware limited partnership ("TPG"),
Continental Airlines, Inc., a Delaware corporation ("Continental") and Mesa
Airlines, Inc., a New Mexico corporation ("Mesa"), (TPG, Continental and Mesa
are the successors to AmWest Partners, L.P., a Texas limited partnership,
("AmWest")), 2) GPA Group plc, an Irish public limited company ("GPA") and 3)
certain Stockholder Representatives (collectively with Mr. Franke, the
"Stockholder Representatives"). As a result of these agreements and
understandings, each of TPG, GPA, Continental, and Mesa may be deemed to
comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, and
each may be deemed to beneficially own the securities of the Company owned by
the other. Information concerning the ownership of Class A Common, Class B
Common and Warrants by each of TPG, GPA, Continental and Mesa is contained in
separate Schedules 13D being filed by each of TPG, GPA, Continental Mesa and
certain other individuals who signed the Stockholders' Agreement in their
capacity as Stockholders' Representatives. Were they deemed to be such a group,
such parties would be deemed to beneficially own 1,200,000 shares of the Class A
Common, 9,604,429 shares of the Class B Common, and 4,897,538 Warrants. The
aggregate amount of Class A Common held by such parties represents 100% of the
1,200,000 shares of Class A Common reported to be outstanding as of August 25,
1994, as reported in the Registration Statement on Form S-1, as amended (No.
33-54243) (the "Form S-1"). The aggregate amount of Class B Common held by such
parties represents approximately 21.9% of the 43,925,000 shares of Class B
Common currently known to be outstanding as of August 31, 1994. The aggregate
amount of Warrants held by such parties represent approximately 47.2% of the
10,384,615 Warrants reported to be outstanding as of August 25, 1994, as
reported in the Form S-1. Assuming exercise of the Warrants, the Class B Common
and Warrants held by such parties represent approximately 29.7% of the
48,822,538 shares of Class B Common which would be assumed to be outstanding
upon such exercise.
(c) Mr. Franke purchased 100 shares of Class B Common on August 26, 1994 on
a when-issued basis as part of the Company's opening day ceremonies during the
first day of trading on The New York Stock Exchange. It is Mr. Franke's intent
that he will dispose of the 100 shares when issued through a gift to charity.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
On August 25, 1994, AmWest, GPA, the Stockholder Representatives and the
Company entered into a Stockholders' Agreement (the "Stockholders' Agreement").
This agreement was entered into pursuant to and in connection with the Company's
Plan of Reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code, which
plan became effective on August 25, 1994. The following is a brief description
of the Stockholders' Agreement, and is qualified in its entirety by reference to
such agreement, a copy of which is filed as an exhibit hereto and incorporated
herein by reference.
<PAGE> 7
The Stockholders' Agreement has a term of three years commencing on August
25, 1994 and ending on August 25, 1997. Pursuant to the Stockholders' Agreement,
the parties have agreed that the Board of Directors of the Company shall consist
of up to 15 members designated as follows: nine members to be designated by
AmWest or its designated assignees; three members designated by the Official
Creditors' Committee, provided that each such member be reasonably acceptable to
AmWest or its designated assignees; one member to be designated by the official
Equity Committee, provided that such member be reasonably acceptable to AmWest
or its designated assignees; one member to be designated by the previous Board
of Directors of the Company, provided that such member be reasonably acceptable
to AmWest or its designated assignees; and one member designated by GPA for so
long as GPA shall own two percent of the voting equity securities of the
Company, provided that such member be reasonably acceptable to AmWest or its
designated assignees. The Board of Directors of the Company has been nominated
and elected in accordance with these provisions of the Stockholders' Agreement.
The parties to the Stockholders' Agreement have agreed to vote, or recommend the
voting of, the shares of Class A Common and Class B Common held by each of them
in their capacities set forth in the Stockholders' Agreement in a manner such
that the provisions of the Stockholders' Agreement will be given effect during
its term and in order that both the election and removal of directors will be
consistent with its provisions.
The Stockholders' Agreement also provides that, during its term, the
affirmative vote of a majority of the voting power of the outstanding shares of
each of the Class A Common and Class B Common entitled to vote (excluding any
shares owned by AmWest or any of its affiliates, but not, however, excluding
shares owned, controlled or voted by Mesa or any of its transferees or
affiliates that are not otherwise affiliates of AmWest) voting as a single
class, shall be required to approve, adopt or authorize: (i) any merger or
consolidation of the Company with or into AmWest or any affiliate of AmWest,
(ii) any sale, lease, exchange, transfer or other disposition of all or any
substantial part of the assets of the Company to AmWest or any affiliate of
AmWest, (iii) any transaction a result of which AmWest or any affiliate of
AmWest will, as result of the issuance of voting securities of the Company (or
securities convertible or exchangeable for such voting securities) acquire an
increased percentage of the Company's voting securities, subject to certain
exceptions and (iv) any related series or combination of transactions having the
same direct or indirect effect as any of the foregoing. In addition, the
Stockholders' Agreement obligates AmWest, its partners and affiliates not to (a)
sell or otherwise transfer any shares of Class A Common or Class B Common, if,
after such transaction, the total number of shares of Class B Common
beneficially owned by the transferor is less than twice the number of shares of
Class A Common beneficially owned by the transferor (unless such transaction
results in the sale or transfer of all of such party's Class A Common and Class
B Common); and buy, sell or transfer shares of Class A Common and Class B Common
representing 51% or more of the combined voting power of all shares of Common
Stock of the Company then outstanding without the consent of the Company,
pursuant to an affirmative vote of not less than 75% of its directors and
subject to certain enumerated exclusions (including, without limitation,
transfers to affiliates and sales in connection with a public offering or tender
offer for all shares of Common Stock and for the benefit of all holders of Class
B Common on a pro rata basis at the same price and on the same economic terms).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Stockholder's Agreement
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated:
/s/ WILLIAM A. FRANKE
--------------------------------------
William A. Fanke
<PAGE> 1
EXHIBIT 1
STOCKHOLDERS' AGREEMENT FOR
AMERICA WEST AIRLINES, INC.
THIS STOCKHOLDERS AGREEMENT FOR AMERICA WEST AIRLINES, INC. (this
"Agreement") is entered into as of this 25th day of August, 1994 by and among
AmWest Partners, L.P., a Texas limited partnership, G A Group plc, a
corporation organized under the laws of Ireland ("GPA"), Robert A. Ewert,
David T. Obergfell and William . Franke (collectively, the "Stockholder
Representatives"), and America West Airlines, Inc., a Delaware corporation (the
"Company").
RECITALS:
WHEREAS, on Jun 27, 1991, the Company filed a case seeking relief
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court
for the District of Arizona (the "Bankruptcy Court'); and
WHEREAS, on December 8, 1993, the Bankruptcy Court entered an
Order on Motion to Establish procedures for Submission of Investment Proposals
(the "Procedures Order"); and
WHEREAS, pursuant to the Procedures Order, AmWest and the Company
have entered into that certain Third Revised Investment Agreement dated April
21, 1994 (the "Investment Agreement"), contemplating an investment by AmWest in
the Company (the "Investment") and providing for the consummation of the
Company's Plan of Reorganization (the "Plan"); and
WHEREAS, on August 10, 1994, the Bankruptcy Court entered an order
confirming the Plan; and
WHEREAS, in consideration of the Investment, the Company has
issued common stock of the Company ("Common Stock") consisting of Class A
Common Stock ("Class A Common") and Class B Common Stock ("Class B Common") and
warrants to purchase Class B Common to AmWest and others; and
WHEREAS, in exchange for the release and modification of certain
agreements and claims, the Company has issued shares of Class B Common and
warrants to purchase Class B Common to GPA; and
WHEREAS, pursuant to Section 6(b) of the Investment Agreement, the
Official Committee of Equity Holders of America West Airlines, Inc., appointed
in the Company's Chapter 11 case (the "Equity Committee") has appointed Robert
A. Ewert as a Stockholder Representative; and
<PAGE> 2
WHEREAS, pursuant to Section 6(b) of the Investment Agreement, the
Official Committee of Unsecured Creditors of America West Airlines, Inc.,
appointed in the Company's Chapter 11 case (the " Creditors' Committee") has
appointed David T. Obergfell a Stockholder Representative; and
WHEREAS, pursuant to Section 6(b) of the Investment Agreement, the
Board of Directors of the Company, as constituted prior to consummation of the
Plan, has appointed William A. Franke as a Stockholder Representative; and
WHEREAS, the parties hereto have agreed to enter into this
Agreement pursuant Section 218(c) of Title 8 of the Delaware Code (the "General
Corporation Law").
NOW, THEREFORE, in consideration of the premises herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1.0 DEFINITIONS.
"Affiliate" shall mean (i) when used with reference to any
partnership, any person or entity that, directly or indirectly, owns or has ten
percent (10%) or more of either the capital or profit interests of such
partnership or is a partner of such partnership or is a person or entity in
which such partnership has a ten percent (10%) or greater direct or indirect
equity interest and (ii) when used with reference to any corporation, any
person or entity that, directly or indirectly, owns or controls ten percent
(10%) or more of the outstanding voting securities of such corporation or is a
person or entity in which such corporation has a ten percent (10%) or greater
direct or indirect equity interest. In addition, the term "Affiliate," when
used with reference to any person or entity, shall also mean any other person
or entity that, directly or indirectly, controls or is controlled by or is
under common control with such person or entity. As used in the preceding
sentence, (A) the term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction the management and policies of
the entity referred to, whether through ownership of voting securities, by
contract or otherwise and (B) the terms "controlling" and "controls" shall have
meanings correlative to the foregoing. Not withstanding the foregoing, neither
the Company nor any Fidelity Fund will be deemed to be an Affiliate of AmWest
or any of its partners and each of AmWest GenPar, Inc., Air Partners II, L.P.,
Continental, Mesa, TPG Partners, L.P., and T G Parallel I, L.P., shall be
deemed to be an Affiliate of AmWest.
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<PAGE> 3
"Alliance Agreements" shall have the meaning set forth in the
Investment Agreement.
"AmWest" shall mean AmWest Partners, L.P., and in the event AmWest
Partners L. P., by dissolution or otherwise, designates any or all of its
general and limited partners to receive Common Stock attributable to AmWest
Partners, L. P., "AmWest" shall collectively include all such general and
limited partners. " West Partners, L.P." refers only to such partnership prior
to dissolution.
"AmWest Director" shall mean a director of the Company designated
by AmWest pursuant to Section 2.1(a).
"Annual Meeting" shall mean an annual meeting of the shareholders
of the Company.
"Board" shall mean the Company's Board of Directors.
"Bylaws" shall mean the Restated Bylaws adopted by the Company in
accordance with Section 303 of the General Corporation Law pursuant to the
Plan.
"Citizens of the United States" shall have the meaning set forth
in Section 301, Title 49, United States Code, as now in effect or as it may
hereafter from time to time be amended.
"Continental" shall mean Continental Airlines, Inc. or any
successor.
"Creditors' Committee Director" shall mean a director of the
Company designated by the Creditors' Committee or otherwise pursuant to Section
2.1(b).
"Effective Date" shall mean the date upon which the Restated
Certificate of Incorporation becomes effective in accordance with the Plan and
the General Corporation Law.
"Equity Committee Director" shall mean a director of the Company
designated by the Equity Committee or otherwise pursuant to Section 2.1(b)
"Fidelity Fund" shall mean a fund or account managed or advised by
Fidelity Management Trust Company or any of its Affiliates or successor(s).
"GPA Director" shall mean a director of the Company designated by
GPA pursuant to Section 2.1(c).
"Independent Company Director" shall mean a director of the
Company designated pursuant to Section 2.1(b).
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<PAGE> 4
"Independent Directors" shall mean, collectively, the Creditors'
Committee Directors, the Equity Committee Director, and the Independent Company
Director.
"Lehman" shall mean Lehman Brothers Inc. or any successor.
"Mesa" shall mean Mesa Airlines, Inc. or any successor.
"Public Offering" shall have the meaning set forth in Section 4.2.
"Restated Certificate of Incorporation" shall mean the Restated
Certificate of Incorporation adopted by the Company in accordance with Section
303 of the General Corporation Law pursuant to the Plan.
"Stockholder Representatives" shall mean the persons identified as
such in the recitals set forth above; provided that in the case of the death,
resignation, removal or disability of a Stockholder Representative, his or her
successor shall be designated in the manner set forth in Section 2.1(b), and up
in providing a written acknowledgment to such effect to all other parties
hereto and agreeing to be bound and subject to the terms hereof, shall become a
Stockholder Representative.
"Third Annual Meeting" shall mean the first Annual Meeting after
the anniversary of the Effective Date.
2.0 DESIGNATION AND VOTING FOR COMPANY DIRECTORS.
2.1 Until the Third Annual Meeting, subject to the exception set
forth i Section 4.7(a), the Board shall consist of up to fifteen (15) persons,
of whom nine (9) persons shall be AmWest Directors, five (5) persons shall be
Independent Directors and up to one (1) person shall be a CPA Director, all
designated in accordance with the following procedure:
(a) The West Directors designated on Exhibit A hereto shall serve
until the first Annual Meeting following the Effective Date and until the
successor to each such director shall be duly elected and qualified, or until
their death, disability, removal or resignation. No less than thirty (30) days
in advance of each Annual Meeting prior to (but not including) the Third Annual
Meeting, and no less than five (5) days in advance of any other meeting of the
Board prior to (but not including) the Third Annual Meeting at which a director
will be elected to sit on the Board in a seat vacated by an AmWest Director
because of death, disability, removal, resignation, or otherwise, AmWest shall
give written notice to the other parties hereto designating the individual or
individuals to serve as AmWest Directors. For so long as AmWest and/or its
Affiliates holds at least five percent (5%) of the voting equity securities
- 4 -
<PAGE> 5
of the Company (on a fully diluted basis), GPA agrees to vote the Common Stock
held and controlled by it and to cause the GPA Director to vote or provide
written consensus in favor of such designees and to take any other action
necessary to elect such designees. The stockholder Representatives agree to
recommend to the Independent Directors to vote or provide written consents in
favor of such designees and to take any other action necessary to elect such
designees. Upon dissolution, AmWest Partners, L.P., may assign its rights
under this Section 2.1(a) jointly or severally to any of its general or limited
partners.
(b) Three (3) Creditors' Committee Directors, one (1) Equity
Committee Director, and one (1) Independent Company Director, each as
designated on Exhibit A hereto, shall serve until the first Annual Meeting
following the effective Date and until the successor to each such director
shall be duly elected and qualified, or until their death, disability, removal
or resignation. Until (but not including) the Third Annual Meeting, the
Company s all nominate for reelection, and AmWest and CPA shall vote the Common
Stock held and controlled by them in favor of, each Independent Director
designated on Exhibit for so long as he or she continues to serve on he Board.
No less than five (5) days in advance of any meeting of the Board prior to the
Third Annual Meeting a which a director will be elected to sit on the Board in
a seat vacated by an Independent Director because of death, disability,
removal, resignation or otherwise e (a "Successor Independent Director"), and
no less than thirty (30) days in advance of an Annual Meeting prior to (but not
including) the Third Annual Meeting a which the term of any Successor
Independent Director will expire, the Stockholder Representatives shall give
written notice to the other parties hereto designating the individuals to serve
as Independent Directors; except that if the Creditors' Committee or the Equity
Committee remain in effect, they shall have the right or designate the
Creditors' Committee Directors and the Equity Committee Director, respectively,
or the individuals to fill vacancies thereof, by giving written notice to the
other parties hereto in accordance with the terms set forth above and provided
that the Stockholder Representatives shall select any Successor independent
Director to replace the Independent Company Director from among the executive
officers of the Company. Each of AmWest and GPA agrees to vote the Common
Stock held and controlled by them and to cause the AmWest D#rectors and the GPA
Director, respectively, to vote or provide written consents in favor of such
designees and to take any other action necessary to elect such designees;
provided that each Independent Director hall be reasonably acceptable to AmWest
at the time of his or her initial designation.
(c) The PA Director designated on Exhibit A hereto shall serve
until the first Annual Meeting following the Effective Date and until the
successor to such director shall b duly elected and qualified or until his or
her death , disability, removal, or resignation. No less than thirty (30) days
in advance of each
- 5 -
<PAGE> 6
Annual Meeting prior to (but not including) the Third Annual Meeting, and no
less than five (5) days in advance of any other meeting of the Board prior to
the Third Annual Meeting at which a director will be elected to sit on the
Board if a seat vacated by the GPA Director because of death, disability,
removal, resignation or otherwise, GPA shall give written notice to the other
parties hereto designating the individual to serve as GPA Director. Unless the
rights of GPA hereunder have been terminated pursuant to Section 6.2, AmWest
agrees to vote the Common Stock held and controlled by it, and to cause the
AmWest Directors, and the Stockholder Representatives agree to recommend to the
Independent Directors, to vote or provide written consents in favor of such
designee and to take any other action necessary to elect such designee;
provided that the GPA Director shall be reasonably acceptable to AmWest at the
time of his or her initial designation.
(d) Except as otherwise provided herein, each of AmWest, the
Stockholder Representatives, and GPA agrees to nominate or cause the nomination
of the AmWest Directors, the Independent Directors, and the GPA Director,
respectively, in accordance with the Bylaws.
(e) Notwithstanding the foregoing, no party hereto shall be
obligated to vote any shares for which the voting rights have been suspended,
whether voluntarily or involuntarily.
(f) In the event that AmWest, the Committee or Equity Committee
(for so long as each is in existence and has the ability to designate a
director as herein provided), the Stockholder Representatives, or GPA shall
fail or refuse to designate a nominee to the Board for a position allocated and
to be filled by such group or entity as her in provided, such position shall
not be filled and shall remain vacant unless and until such designation shall
be made as herein provided.
(g) In the event that the rights and obligations of GPA with
respect to this Agreement are terminated in accordance with Section 6.2, GPA
agrees to cause the resignation of, or provide notice to the other parties
hereto as provided in subsection (h) (i) below requesting removal of, the GPA
Director, at which time the Board shall be reduced to fourteen (14) persons.
(h) The parties hereto agree (i) to vote the Common Stock held and
controlled by them in favor of the removal from the Board upon notice by the
group or entity having the right to designate such director under this Section
2.1 and requesting such removal, of any person or persons designated to the
Board by such group or entity, and (ii) to vote the Common Stock held and
controlled by them (other than stock held individually by any Stockholder
Representative) and to cause (or in the case of the Stockholder
Representatives, recommend to the directors designated by them to vote or take
such action as may be required
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<PAGE> 7
under the General Corporation Law or otherwise to implement the provisions of
this Agreement. The group or entity who has nominated any director in
accordance with this Agreement shall have the exclusive right to remove or
replace such director by written notice as herein provided; except that nothing
in this agreement shall be construed to limit or prohibit the removal of any
director for cause.
2.2 Until the Third Annual Meeting, at least eight of the AmWest
Directors, at least two of the Creditors' Committee Directors, the Equity
Committee Director, and the Independent Company Director shall each be Citizens
of the United States.
2.3 AmWest agrees that no AmWest Director shall be an officer or
employee of Continental.
3.0 VOTING ON CERTAIN MATTERS.
3.1 Any director who is selected by, or who is a director of,
Continental shall recuse himself or herself from voting on, or otherwise
receiving any confidential information regarding, matters in connection with
negotiations between Continental and the Company (including, without
limitation, negotiation between Continental and the Company of the Alliance
Agreements) and matters in connection with any action involving direct
competition between Continental and the Company. Any director who is selected
by, or who is a director, officer or employee of, Mesa shall recuse himself or
herself from voting on, or otherwise receiving any confidential information
regarding, matters in connection with negotiations between Mesa and the Company
(including, without limitation, negotiation between Mesa and the Company of the
Alliance Agreements) and matters in connection with any action involving direct
competition between Mesa and the Company.
3.2 Until the Third Annual Meeting, the affirmative vote of the
holders of a majority of the voting power of the outstanding shares of each
class of common stock of the Company entitled to vote (excluding any shares
owned by AmWest or any of its Affiliates, but not, however, excluding shares
owned, controlled or voted by Mesa or any of its transferees or Affiliates that
are not otherwise Affiliates of AmWest Partners, L.P.), voting as a single
class, shall be required to approve, adopt or authorize:
(a) Any merger or consolidation of the Company with or into AmWest
or any Affiliate of AmWest;
(b) Any sale, lease, exchange, transfer, or other disposition by
the Company of all or any substantial part of the assets of the Company to
AmWest or any Affiliate of AmWest;
(c) Any transaction with or involving the Company as a
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<PAGE> 8
result of which AmWest or any of AmWest's Affiliates will, as a result of
issuances of voting securities by the Company (or any other securities
convertible into or exchangeable for such voting securities), acquire an
increased percentage ownership of such voting securities, except for (i) the
exercise of Warrants issued under the Plan, (ii) the conversion of Class A
Common held by it to Class B Common, or (iii) otherwise pursuant to a
transaction in which all holders of Class B Common may participate on a pro
rata basis at the same price per share and on the same economic terms,
including, without limitation, (A) a tender or exchange offer for all shares of
the Common Stock and (B) a Public Offering; or
(d) Any related series or combination of transactions having or
which will have, directly or indirectly, the same effect as any of the
foregoing.
At the request of any party proposing such a transaction, subject
to the Board approving such request, the Company agrees to put to a vote of the
shareholders the approval of any transaction referred to in subparagraphs (a)
through (d) above (excluding the excepted transactions referred to in clauses
(i), (ii), and (iii) of subparagraph (c)) at the next regular or any duly
convened special meeting of the shareholders of the Company. Except to the
extent otherwise required by applicable law, the shareholder voting
requirements specified above shall not be applicable to a proposed action which
has been approved or recommended by at least three Independent Directors.
4.0 FURTHER COVENANTS.
4.1 Neither AmWest nor any partner or Affiliate of AmWest or of
any partner of AmWest shall sell or otherwise transfer any Common Stock (other
than to an Affiliate of the transferor) if, after giving effect thereto and to
any related transaction by such party, the total number of shares of Class B
Common beneficially owned by the transferor is less than twice the total number
of shares of Class A Common beneficially owned by the transferor; provided,
however, that nothing contained in this Section 4.1 shall prohibit any owner of
Common Stock from selling or otherwise transferring, in a single transaction or
related series of transactions, all shares of Common Stock owned by it, subject
to the remaining provisions of this Agreement.
4.2 AmWest Partners, L.P., agrees that its constituent documents
shall at all times require that this Agreement be binding upon all general and
limited partners of AmWest Partners, L.P., and any Affiliate of AmWest
Partners, L.P., or such partners who hold or receive shares of the Company or
direct the voting of any shares held by AmWest, and upon any assignees or
transferees in a single transaction or a related series of transactions of all
or substantially all of the Common Stock owned by AmWest or any of its partners
or Affiliates of AmWest or
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<PAGE> 9
any of their partners; except that this Agreement shall not be binding (x) upon
any Fidelity Fund or Lehman with respect to Class B Common and warrants to
purchase Class B Common acquired by them contemporaneous with the consummation
of the Plan pursuant to an assignment or transfer from AmWest, or (y) upon any
assignee or transferee who acquires such Common Stock pursuant to (i) a tender
or exchange offer open to all shareholders of the Company on a pro rata basis
at the same price per share and on the same economic terms, (ii) a public
distribution registered under the Securities Act of 1933 (as amended, the
"Securities Act"), or sale on the open market through a "brokers' transaction,"
as that term is defined in subsection (g) of Rule 144 (as hereinafter defined),
(a "Public Offering"), or (iii) a transfer made pursuant to Rule 144 (as
amended, "Rule 144") under the Securities Act. AmWest shall not sell or
transfer (including upon dissolution of AmWest Partners, L.P.) any Common Stock
held by it to any of its general or limited partners, to any Fidelity Fund, to
Lehman, or to any Affiliate of AmWest or such partners and AmWest shall not
sell or transfer all or substantially all of the Common Stock held by it in a
single transaction or a related series of transactions, except in accordance
with clauses (i), (ii) or (iii), above, unless and until it causes any assignee
or transferee to provide a written acknowledgment to the other parties hereto
that it accepts and is bound by and subject to the terms of this Agreement.
4.3 AmWest covenants and agrees that, without the prior written
consent of the Company given pursuant to a resolution duly adopted by the
affirmative vote of not less than 75% of all directors of the Company, it shall
not sell or transfer, in a single transaction or a related series of
transactions, shares of Common Stock representing fifty one percent (51%) or
more of the combined voting power of all shares of Common Stock then
outstanding, other than (i) pursuant to or in connection with a tender or
exchange offer for all shares of Common Stock and for the benefit of all
holders of Class B Common on a pro rata basis at the same price per share and
on the same economic terms, (ii) to any Affiliate of AmWest, (iii) to any
Affiliate of AmWest's partners, (iv) pursuant to a bankruptcy or insolvency
proceeding, (v) pursuant to a judicial order, legal process, execution or
attachment, (vi) in a Public Offering; or (vii) in any other transaction where
the purchase price per share of the Common Stock being sold or transferred
therein is equal to or less than the then-current market price per share (i.e.,
the average of the daily mean between the high and low sales prices regular way
of the shares of Common Stock on the exchange on which shares of Common Stock
are listed for ten (10) consecutive trading days preceding the effective date
of such transaction). For purposes of the foregoing, a transaction (the
"Primary Transaction") involving any Person will not be deemed to be related to
any other transaction (the "Other Transaction") if (i) the Other Transaction
does not involve, directly or indirectly, such Person
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<PAGE> 10
or any Affiliate of such Person, it being understood that, for purposes of
this clause (i), TPG Partners, L.P., TPG Parallel I, L.P., and Continental will
be deemed not to be Affiliates of one another, and (ii) the Primary Transaction
and the Other Transaction do not involve, directly or indirectly, Persons who
are assignees, direct or indirect, of AmWest and who are acting in concert with
respect thereto, it being understood that, for purposes of this clause (ii),
Persons will be deemed to be acting in concert when they act jointly or on a
coordinated basis pursuant to any express or tacit agreement, arrangement or
understanding.
4.4 If required by applicable law, within ten (10) days of the
Effective Date, AmWest shall file with the Securities and Exchange Commission,
a Schedule 13D pursuant to Regulation 13D-G ("Regulation 13D-G") under the
Securities Exchange Act of 1934 (as amended, the "Exchange Act"), and shall
amend such filing as required by Regulation 13D-G. Each other party hereto
covered by such filing covenants and agrees to promptly provide to AmWest all
information pertaining to such party and necessary to make such amendments and
to notify AmWest of any changes in facts or circumstances pertaining to such
party that would require any amendments under Regulation 13D-G.
4.5 AmWest agrees that it shall not cause any amendment to the
provisions of the Restated Certificate of Incorporation or the Bylaws or
otherwise take any action that supersedes or materially adversely affects or
impairs the rights and obligations of the parties under this Agreement or is
contrary to the provisions of this Agreement.
4.6 (a) Each certificate evidencing shares of Common Stock issued
to AmWest or any of its partners, GPA and any of their respective Affiliates,
and any assignee or transferee bound by the terms hereof, including shares of
Common Stock issued in connection with the exercise of any warrant, so long as
such Common Stock is held by them and prior to the termination or expiration of
this Agreement, shall be conspicuously stamped or marked with a legend
including substantially as follows:
THE RIGHTS AND OBLIGATIONS OF THE HOLDER OF THIS CERTIFICATE SHALL
BE SUBJECT TO THE TERMS AND PROVISIONS OF THAT CERTAIN
STOCKHOLDERS' AGREEMENT DATED AUGUST 25, 1994, COPIES OF WHICH ARE
ON FILE AT THE PRINCIPAL OFFICE OF AMERICA WEST AIRLINES, INC.
and each such certificate, for so long as such certificate is held by AmWest or
any of its partners and any of their respective Affiliates and any assignee or
transferee bound by the terms hereof and prior to the termination or expiration
of this Agreement, shall include in such legend the following:
- 10 -
<PAGE> 11
THIS CERTIFICATE AND ANY INTEREST HEREIN MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE
AFORESAID STOCKHOLDERS' AGREEMENT.
(b) All certificates evidencing shares of Common Stock
and warrants of the Company that have not been registered pursuant to the
Securities Act of 1933, as amended, and that are not exempt from registration
under Section 1145 of the Bankruptcy Code, shall at all times be conspicuously
stamped or marked with a legend including substantially as follows:
THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE,
AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND
THE RULES AND REGULATIONS THEREUNDER OR AN EXEMPTION THEREFROM AND
FROM ANY APPLICABLE STATE SECURITIES LAWS.
(c) Upon the termination of this Agreement, the Company
shall, without charge and upon surrender of certificates by the holders thereof
and written request cancel all certificates evidencing shares of Common Stock
bearing the legend described in subparagraph (a) above and issue to the holders
thereof replacement certificates that do not bear such a legend for an equal
number of shares held by such holders. Upon the transfer of any Common Stock
bearing the legend described in subparagraph (a) above to a party not bound by
and subject to this Agreement, the Company shall, without charge and upon the
surrender of certificates by the holders thereof and written request cancel all
certificates evidencing such shares of Common Stock and issue to the transferee
thereof replacement certificates that do not bear such a legend.
4.7 During the term of this Agreement, AmWest shall not cause the
issuance of any preferred stock by the Company that would (a) increase the
number of directors in excess of the number provided in Section 2.1 (except for
increases caused by a provision allowing holders of preferred stock to elect
additional directors in the event of nonpayment of dividends) or (b) eliminate
or reduce the number of Creditors' Committee Directors, Equity Committee
Director, Independent Company Director, or GPA Director.
5.0 RIGHTS UPON BREACH.
5.1 Each party hereto recognizes and agrees that a violation of
any term, provision, or condition of this Agreement may cause irreparable
damage to the other parties which is difficult or impossible to quantify or
ascertain and that the award of any sum of damages may not be adequate relief
to such other parties. Each party hereto therefore agrees that in the
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<PAGE> 12
event of any breach of this Agreement, the other party or parties shall, in
addition to any remedies at law which may be available, have the right to
obtain appropriate equitable (including, but not limited to, injunctive)
relief. All remedies hereunder shall be cumulative and not exclusive.
5.2 In addition to any other remedies available at law or in
equity, each party hereto agrees that the Company shall have the right (a) to
withhold transfer, and to instruct any transfer agent for securities of the
Company to withhold transfer, of any certificates evidencing shares of Common
Stock held by AmWest or any partner or Affiliate of AmWest or transferee if the
Company reasonably believes that such transfer would not be in material
compliance with the terms and provisions of this Agreement, unless the
transferee provides to the Company an opinion of legal counsel reasonably
acceptable to the Company that such transfer will be in material compliance
with the terms and provisions hereof, and (b) to require any person requesting
transfer of securities subject to this Agreement to provide such information as
may reasonably be requested by the Company regarding ownership of securities,
affiliations, if any, between the party requesting transfer and the transferee
and such other matters pertaining to the transfer as may be appropriate to
enable the Company to determine the compliance of the proposed transfer of
securities with the terms and provisions of this Agreement.
6.0 TERMINATION.
6.1 This Agreement shall automatically terminate without any
action by any party on the day immediately preceding the Third Annual Meeting
and shall not be extended except in accordance with Section 7.3. Upon such
termination, the rights and obligations of each party hereunder shall terminate
and the provisions of this Agreement shall be of no force and effect; provided
that no such termination shall relieve any person or entity from liability for
breach or default of this Agreement prior to such termination.
6.2 GPA's rights and obligations under this Agreement (other than
its obligations under Section 2.1(g)) shall terminate immediately and without
notice upon the earlier of (a) termination of this Agreement under Section 6.1,
(b) the sale or transfer by GPA of equity securities of the Company resulting
in the holding by GPA of less than two percent (2%) of the voting equity
securities of the Company (on a fully diluted basis), or (c) any occurrence,
other than as described in clause (b) above, resulting in the holding by GPA of
less than two percent (2%) of the voting equity securities of the Company (on a
fully diluted basis) if (i) the Company files a Form 10-Q under the Exchange
Act, or other written report or statement, that is delivered to GPA and a copy
to the party designated in Section 7.1, reflecting information as to the
Company's total issued and outstanding capital stock as of a date therein
specified (the "Determination
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<PAGE> 13
Date") from which GPA can determine whether it holds less than two percent (2%)
of the voting equity securities of the Company (on a fully diluted basis) and
(ii) GPA fails to acquire (by purchase or otherwise) sufficient voting equity
securities of the Company such that it holds at least two percent (2%) of the
voting equity securities of the Company (on a fully diluted basis) determined
as of the Determination Date within thirty-five (35) days after delivery of
such Form 10-Q, or provision of such report or statement to GPA, and to give
prompt notice of such acquisition to the Company and a copy to the party
designated in Section 7.1, as herein provided, following the expiration of such
35-day period. Notwithstanding anything to the contrary herein, GPA
acknowledges that the Company's continuing with its existing procedures for the
distribution of Form 10-Q's to GPA constitutes adequate delivery to GPA within
the meaning of this Section 6.2.
7.0 MISCELLANEOUS.
7.1 All notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given only if delivered
personally or by facsimile transmission or mailed (first class postage prepaid)
or by prepaid express courier at the following addresses or facsimile numbers:
<TABLE>
<S> <C>
If to AmWest: AmWest Partners, L.P.
201 Main Street, Suite 2420
Fort Worth, Texas 76102
Attention: James G. Coulter
Fax Number: (817) 871-4010
with a copy to: Arnold & Porter
1200 New Hampshire Ave., N.W. Washington, D.C. 20036
Attention: Richard P. Schifter
Fax Number: (202) 872-6720
and a copy to: Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Attention: Lyle C. Ganske
Tax Number: (216) 586-7864
If to GPA: CPA Group plc CPA House Shannon,Ireland
Attention: Patrick H. Blaney
Fax Number: 353 61 360220
with a copy to: Paul, Hastings, Janofsky & Walker
399 Park Avenue, 31st Floor
New York, New York 10022
Attention: Marguerite R. Kahn
Tax Number: (212) 319-4090
</TABLE>
- 13 -
<PAGE> 14
<TABLE>
<S> <C>
If to Robert A. Ewert: Robert A. Ewert
3819 E. Nowata Drive
Phoenix, Arizona 85044
Fax Number: (602) 893-2239
If to David T. Obergfell: David T. Obergfell Vice President
Texas Commerce Bank, N.A.
1201 Elm Street, 30th Floor
P.O. Box 2320
Dallas, Texas 75221-2320
Fax Number: (214) 712-3423
If to William A. Franke: William A. Franke
America West Airlines, Inc.
4000 East Sky Harbor Boulevard Phoenix, Arizona 85034
Fax Number: (602) 693-5517
If to the Company: America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, Arizona 85034
Attention: General Counsel
Fax Number: (602) 693-5904
with a copy to: Andrews & Kurth, L.L.P.
4200 Texas Commerce Tower
Houston, Texas 77002
Attention: David G. Elkins
Fax Number: (713) 220-4285
</TABLE>
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 7.1, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number
as provided in this Section 7.1, be deemed given upon receipt, and (iii) if
delivered by mail or by express courier in the manner described above to the
address as provided in this Section 7.1, be deemed given upon receipt (in each
case regardless of whether such notice is received by any other person to whom
a copy of such notice, request or other communication is to be delivered
pursuant to this Section 7.1). Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice as provided in this Section 7.1 specifying such
change to the other parties hereto. Nothing in this Section 7.1 shall be
deemed or construed to alter any notice provisions contained in the Bylaws.
7.2 This Agreement shall in all respects be governed by and construed
in accordance with the laws of the State of Delaware without reference to
principles of conflicts or choice of law under which the law of any other
jurisdiction would apply.
7.3 This Agreement may only be amended, waived,
- 14 -
<PAGE> 15
supplemented, modified or extended by a written instrument signed by authorized
representatives of each party hereto.
7.4 This Agreement shall inure to the benefit of and be binding
upon each of the parties hereto and their respective successors and permitted
assigns.
7.5 This Agreement may be executed by the parties hereto in
counterparts and by telecopy, each of which shall be deemed to constitute an
original and all of which together shall constitute one and the same
instrument.
7.6 If any term or provision of this Agreement shall be found by a
court of competent jurisdiction to be illegal, invalid or unenforceable to any
extent, the remainder of this Agreement shall not be affected thereby and shall
be enforced to the greatest extent permitted by law.
7.7 The parties hereto intend that in the case of any conflict or
inconsistency between this Agreement and the Restated Certificate of
Incorporation or the Bylaws, that this Agreement shall control, and therefore
in the event that any term or provision of this Agreement is rendered invalid,
illegal or unenforceable by the Restated Certificate of Incorporation or the
Bylaws, the parties agree to amend the Restated Certificate of Incorporation or
the Bylaws (as the case may be) so as to render such term or provision valid,
legal and enforceable, if and to the extent legally permitted.
- 15 -
<PAGE> 16
IN WITNESS WHEREOF, the parties hereto, by their respective
officers thereunto duly authorized, have executed this Agreement as of the date
first written above.
AMWEST PARTNERS, L.P.
By: AmWest Genpar, Inc.,
its General Partner
GPA GROUP PLC
By:_________________________
Name:_______________________
Title:______________________
Robert A. Ewert,
Stockholder Representative
David T. Obergfell,
Stockholder Representative
William A. Franke,
Stockholder Representative
AMERICA WEST AIRLINES, INC.
AmWEST PARTNERS, L.P.
By: AmWest Genpar, Inc.,
its General Partner
By:________________________
Name:______________________
Title:_____________________
GPA GROUP PLC
By:________________________
Name:______________________
Title:_____________________
- 16 -
<PAGE> 17
Robert A. Ewert,
Stockholder Representative
David T. Obergfell
Stockholder Representative
William A. Franke,
Stockholder Representative
AMERICA WEST AIRLINES, INC.
By:_______________________
Name:_____________________
Title:____________________
AMWEST PARTNERS, L.P.
By:_______________________
AmWest Genpar, Inc.
its General Partner
By:_______________________
Name:_____________________
Title:____________________
GPA GROUP PLC
By:_______________________
Name:_____________________
Title:____________________
Robert A. Ewert,
Stockholder Representative
David T. Oborgfell,
Stockholder Representative
William A. Franke,
Stockholder Representative
AMERICA WEST AIRLINES, INC.
- 17 -
<PAGE> 18
By:______________________
Name:____________________
Title:___________________
EXHIBIT A
AmWest Directors
Julia Chang Bloch
Frederick W. Bradley, Jr.
James G. Coulter
John F. Fraser
John L. Goolsby
Richard C. Kraemer
A. Maurice Myers
Larry L. Risley
Richard P. Schifter
GPA Director
John F. Tierney
Independent Companv Director
William A. Franke
Creditors' Committee Directors
Harrison J. Goldin
Stephen F. Bollenbach
Raymond 5. Troubh
Equity Committee Director
John R. Power
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