<PAGE> 1
As filed with the Securities and Exchange Commission on May 19, 1998
Registration No. 333-02129
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
AMERICA WEST HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 86-0847214
(State of Incorporation) (I.R.S. Employer Identification No.)
AS SUCCESSOR REGISTRANT OF
AMERICA WEST AIRLINES, INC.**
51 W. THIRD STREET
TEMPE, ARIZONA 85281
(602) 693-0800
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
STEPHEN L. JOHNSON
SENIOR VICE PRESIDENT - CORPORATE AFFAIRS
AMERICA WEST HOLDINGS CORPORATION
51 W. THIRD STREET
TEMPE, ARIZONA 85281
(602) 693-0800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
SAMUEL M. LIVERMORE, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA, 20TH FLOOR
SAN FRANCISCO, CA 94111-3580
(415) 693-2000
FAX (415) 951-3699
** This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended, (the "Securities Act"), to reflect the
adoption by America West Airlines, Inc., a Delaware corporation ("AWA") of a
holding company form of organizational structure. The holding company
reorganization was effected pursuant to an Agreement and Plan of Merger among
AWA, America West Holdings Corporation, a Delaware corporation ("Holdings"), and
AWA Merger, Inc., a Delaware corporation and wholly owned subsidiary of Holdings
("Merger Sub"), which provided for, among other things, the merger ("Merger") of
Merger Sub with and into AWA, with AWA as the surviving corporation. Pursuant to
Section 251(g) of the Delaware General Corporation Law, stockholder approval was
not required for the Merger. Immediately prior to the reorganization, Holdings
had no assets or liabilities other than nominal assets or liabilities.
By virtue of the Merger, AWA became a wholly owned subsidiary of
Holdings and each issued and outstanding share of Class B Common Stock of AWA
("AWA Class B Common") was converted into one share of Class B Common Stock of
Holdings ("Class B Common Stock"). As a result, each holder of AWA Class B
Common became the owner of the same number of shares of Class B Common Stock as
the number of shares of AWA Class B Common owned by such stockholder prior to
the Merger. The conversion of shares of AWA Class B Common into shares of Class
B Common Stock was effected through an exchange of certificates. Also as a
result of the Merger, each Warrant issued by AWA, which prior to the effective
time of the Merger entitled the holder thereof to purchase one share of AWA
Class B Common, entitles the holder of such Warrant to purchase one share of
Class B Common Stock. Accordingly, certificates representing Warrants issued by
AWA are deemed to represent the right to purchase shares of Class B Common
Stock. The Warrants remain an obligation of AWA.
In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this registration statement of AWA and Registration No.
33-54243 as its own for all purposes of the Securities Act and the Securities
Exchange Act of 1934, as amended.
The registration fees were paid at the time of the original filing of
this registration statement.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS IN THIS REGISTRATION STATEMENT ALSO RELATES TO 6,019,672 SHARES OF
CLASS B COMMON STOCK PREVIOUSLY REGISTERED UNDER A REGISTRATION STATEMENT ON
FORM S-3, REGISTRATION NO. 33-54243.
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PROSPECTUS
AMERICA WEST HOLDINGS CORPORATION
3,192,833 SHARES OF CLASS B COMMON STOCK
This Prospectus relates to 3,192,833 shares of Class B Common Stock,
par value $0.01 per share (the "Securities" or the "Shares"), of America West
Holdings Corporation, a Delaware corporation ("Holdings"). Holdings is the
holding company for America West Airlines, Inc. ("AWA") and The Leisure Company
("Leisure Co."). Unless otherwise indicated, the "Company" and "America West"
refer collectively to Holdings, AWA and Leisure Co.
The Company's Class B Common Stock is traded on the New York Stock
Exchange under the symbol "AWA." The last reported sales price of the Company's
Class B Common Stock on the New York Stock Exchange on May 15, 1998 was $28.625
per share.
The Selling Stockholders (as defined herein), directly or through their
agents, broker-dealers or underwriters, may sell the Securities offered hereby
from time to time, on terms to be determined at the time of sale, in
transactions on the New York Stock Exchange or in privately negotiated
transactions. The Selling Stockholders and any agents, broker-dealers or
underwriters that participate in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Act"), and any commission received by them and any profit on the resale of
the Shares purchased by them may be deemed to be underwriting discounts or
commissions under the Act. See "Selling Stockholders" and "Plan of
Distribution."
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
INVESTORS IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY,
SEE "RISK FACTORS" COMMENCING ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Expenses of preparing and filing the Registration Statement of which
this Prospectus is a part and all post-effective amendments will be borne by the
Company. Estimated expenses payable by the Company in connection with this
offering are approximately $13,000. The aggregate proceeds to the Selling
Stockholders from the Shares will be the price of the Shares sold less aggregate
agents' commissions and underwriters' discounts, if any. The Company will not
receive any proceeds from the sale by the Selling Stockholder of the Shares
being offered hereby.
May 21, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional
Offices located at Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such materials can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. Reports, proxy statements and other
information filed electronically by the Company with the Commission are
available at the Commission's World Wide Web site at http://www.sec.gov. The
Class B Common Stock of Holdings is traded on the New York Stock Exchange, and
reports, proxy statements and other information concerning the Company may also
be inspected at the offices of the New York Stock Exchange (the "NYSE"), 20
Broad Street, New York, New York 10005.
ADDITIONAL INFORMATION
A registration statement on Form S-3 with respect to the Shares offered
hereby (together with all amendments, exhibits and schedules thereto, the
"Registration Statement") has been filed with the Commission under the Act. This
Prospectus does not contain all of the information contained in such
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. For further information with
respect to the Company and the Shares offered hereby, reference is made to the
Registration Statement. The Registration Statement may be inspected without
charge at the Securities and Exchange Commission's principal office at 450 Fifth
Street, Washington D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington D.C. 20549, upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K and an amendment thereto
on Form 10-K/A for the fiscal year ended December 31, 1997;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
3. The description of the Company's Class B Common Stock set forth in
AWA's Registration Statement on Form 8-A filed on August 10, 1994,
including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
documents should be directed to America West Holdings Corporation, Attention:
Patricia A. Penwell, Corporate Secretary, 51 W. Third Street, Tempe, Arizona,
85281, telephone (602) 693-0800.
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FORWARD-LOOKING INFORMATION
This Prospectus contains or incorporates by reference various
forward-looking statements and information that are based on management's
beliefs as well as assumptions made by and information currently available to
management. When used in this Prospectus, the words "anticipate," "estimate,"
"project," "expect" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, projected
or expected. Among the key factors that may have a direct bearing on the
Company's results are competitive practices in the airline and travel industries
generally and particularly in the Company's principal markets, the ability of
the Company to meet existing financial obligations in the event of adverse
industry or economic conditions or to obtain additional capital to fund future
commitments and expansion, the Company's relationship with employees and the
terms of future collective bargaining agreements and the impact of current and
future laws and governmental regulations affecting the airline and travel
industries and the Company's operations. For additional discussion of such
risks, see "Risk Factors." Any forward-looking statements speak only as of the
date such statements are made.
THE COMPANY
Holdings is a Delaware corporation and the parent company for AWA and
Leisure Co. AWA is the ninth largest commercial airline carrier in the United
States, operating through its principal hubs located in Phoenix, Arizona and Las
Vegas, Nevada, and a mini-hub located in Columbus, Ohio. AWA is the lowest cost
major airline in the United States. In January 1998, Holdings commenced
operations of Leisure Co. to develop and grow the Company's vacation package
tour business. Leisure Co. arranges and sells vacation packages that include
hotel accommodations, airfare, ground transportation and a variety of
entertainment options.
The Company's principal offices are located at 51 W. Third Street, Tempe,
Arizona 85281, and its telephone number is (602) 693-0800.
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RISK FACTORS
Except for the historical information contained herein, the discussion
in this Prospectus contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below, as well as those
discussed elsewhere in this Prospectus and in any documents incorporated herein
by reference. In addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the securities offered hereby.
COMPETITION; INDUSTRY CONDITIONS
The airline industry is highly competitive and industry earnings are
volatile. From 1990 to 1992, the airline industry experienced unprecedented
losses due to high fuel costs, general economic conditions, intense price
competition and other factors. Airlines compete on the basis of pricing,
scheduling (frequency and flight times), on-time performance, frequent flyer
programs and other services. The airline industry is susceptible to price
discounting, which involves the offering of discount or promotional fares to
passengers. Any such fares offered by one airline are normally matched by
competing airlines, which may result in lower industry yields without a
corresponding increase in traffic levels. Also, in recent years several new
carriers have entered the industry, typically with low cost structures. In some
cases, new entrants have initiated or triggered price discounting. The entry of
additional new carriers in many of AWA's markets, as well as increased
competition from or the introduction of new services by established carriers,
could negatively impact the Company's financial condition and results of
operations. In addition, the introduction of broadly available, deeply
discounted fares would result in lower yields for the entire industry and could
have a material adverse effect on the Company's financial condition and results
of operations.
Most of the AWA's markets are highly competitive and are served by
larger carriers with substantially greater financial resources than the Company.
At its Phoenix and Las Vegas hubs, the Company's principal competitor is
Southwest Airlines. A number of the Company's larger competitors have
proprietary reservation systems providing them with certain competitive
advantages.
The results of operations in the air travel business historically
fluctuate in response to general economic conditions. The airline industry is
sensitive to changes in economic conditions that affect business and leisure
travel and is highly susceptible to unforeseen events, such as political
instability, regional hostilities, recession, fuel price escalation, inflation,
adverse weather conditions or other adverse occurrences that result in a decline
in air travel. Any event that results in decreased travel or increased
competition among airlines could have a material adverse effect on the Company's
financial condition and results of operations.
Leisure Co.'s business is also highly competitive. Leisure Co. competes
with wholesalers and tour operators, some of which have substantially greater
financial and other resources than Leisure Co.
The Company's results of operations for interim periods are not
necessarily indicative of those for an entire year, because the travel business
is subject to seasonal fluctuations. Due to the greater demand for air and
leisure travel during the summer months, revenues in the airline and leisure
travel industries in the second and third quarters of the year tend to be
greater than revenues in the first and fourth quarters of the year.
LEVERAGE; FUTURE CAPITAL REQUIREMENTS
At December 31, 1997, the Company had $327 million of long-term
indebtedness (including current maturities). The Company does not have available
significant unencumbered assets and thus may be less able than certain of its
competitors to withstand adverse industry conditions or a prolonged economic
recession. In addition, at March 31, 1997, AWA had firm commitments for a total
of 22 Airbus A319-100 and 12 Airbus A320-200 aircraft for delivery beginning in
1998. In April 1998, AWA entered into an agreement allowing it to reduce the
firm order of Airbus aircraft from 34 to 29 in connection with the lease of five
A320 aircraft in 1998. The aggregate net cost of firm commitments remaining
under the aircraft order is approximately $1.0 billion based on a 3.5 percent
annual price escalation. AWA has arranged for financing for more than two-thirds
of the commitments relating to such aircraft, but will require substantial
capital from external sources to meet its remaining financial commitment. There
can be no assurance that AWA will be able to obtain such capital in sufficient
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amounts or on acceptable terms, and a default by AWA of its purchase commitments
could have a material adverse effect on the Company's financial condition and
results of operations.
LABOR RELATIONS
There have been numerous attempts by unions to organize the employees
of AWA, and the Company expects such organization efforts to continue in the
future. Several groups of AWA's employees have selected union representation and
negotiations for initial collective bargaining agreements are in progress. The
Company cannot predict which, if any, other employee groups may seek union
representation or the outcome or the terms of any future collective bargaining
agreement and therefore the effect, if any, on the Company's financial condition
and results of operations. If negotiations with unions over collective
bargaining agreements prove to be unsuccessful, following specified "cooling
off" periods, the unions may initiate a work action, including a strike, which
could have a material adverse effect on the Company's financial condition and
results of operations.
CONCENTRATION OF VOTING POWER, INFLUENCE OF CERTAIN PRINCIPAL STOCKHOLDERS
TPG Partners, L.P. ("TPG") (together with its affiliates TPG Parallel
I, L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners")) and
Continental Airlines, Inc. ("Continental") collectively control approximately
57.4% of the total voting power of Holdings. As a result, if such stockholders
act in concert they will be able to elect a majority of their designees to the
Board of Directors and otherwise control Holdings. Even after a sale of certain
shares pursuant to this prospectus, such stockholders may be able to control
Holdings. Each of TPG, TPG Parallel and Air Partners are controlled by TPG
Advisors, Inc., a Delaware corporation, whose executive officers and directors,
through their positions in Air Partners, L.P., a significant shareholder of
Continental, may be deemed to own beneficially a significant percentage of
Continental's common stock. There can be no assurance that the controlling
stockholders identified above will not seek to influence Holdings in a manner
that would favor their own personal interests over the interests of the Company.
AIRCRAFT FUEL
Aircraft fuel costs constitute approximately 14% of the Company's total
operating expenses during 1997. At current consumption levels, a one cent per
gallon change in the price of jet fuel would affect the Company's annual
operating results by approximately $3.9 million in 1998. Accordingly, a
substantial increase in the price of jet fuel or the lack of adequate fuel
supplies in the future would have an adverse effect on the Company's financial
condition and results of operations.
AWA purchases its fuel from petroleum refiners and suppliers on
standard trade terms under master agreements. Although the Company is currently
able to obtain adequate supplies of jet fuel, future supplies and price trends
may change as a result of geopolitical developments, regional production
patterns, environmental concerns and other unpredictable events.
In 1996, AWA implemented a fuel hedging program to manage the risk from
fluctuating jet fuel prices. The program's objectives are to provide some
protection against extreme, upward movements in the price of jet fuel and to
protect AWA's ability to meet its annual fuel expense budget. Under the program,
AWA may enter into certain protective cap and fixed price swap transactions with
approved counterparties for future periods generally not exceeding 12 months.
This program will primarily address AWA's exposure associated with its East
Coast fuel requirements, which correlate well with risk management vehicles
having adequate market liquidity.
Due to the scope and nature of its route system, AWA purchases a
substantially greater share of jet fuel on the United States West Coast than its
larger competitors. West Coast jet fuel prices tend to be more volatile than jet
fuel prices in other domestic markets. Further, the propensity of West Coast jet
fuel prices to move independently from the other United States jet fuel markets
renders many conventional hedging techniques ineffective in managing this
portion of the Company's jet fuel price risk.
AVIATION TICKET TAXES
On August 5, 1997 President Clinton signed into law new aviation ticket
taxes to be imposed through September 30, 2007. As a result of competitive
pressures, AWA and other airlines have been limited in their ability to pass on
the cost of these taxes to passengers through fare increases.
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SECURITY AND SAFETY MEASURES
Congress recently adopted increased safety and security measures
designed to increase airline passenger security and protect against terrorist
acts. Such measures have resulted in additional operating costs to the airline
industry. The Aviation Safety Commission's report recommends the adoption of
further measures aimed at improving the safety and security of air travel. The
Company cannot forecast what additional security and safety requirements may be
imposed in the future or the costs or revenue impact that would be associated
with complying with such requirements, although such costs and revenue impact
could be significant.
OTHER REGULATORY MATTERS
Laws and regulations have been proposed from time to time that could
significantly increase the cost of airline operations by imposing additional
requirements or restrictions on operations. The Company cannot predict what laws
and regulations will be adopted or what changes to international air
transportation agreements will be effected, if any, or how they will affect the
Company, and there can be no assurance that laws or regulations currently
proposed or enacted in the future will not adversely affect the Company's
financial condition and results of operations.
SUBSTANTIAL RESTRICTIONS AND COVENANTS
Certain loan agreements and debt instruments of the Company contain
significant operating and financial restrictions on the Company. The terms of
such agreements and instruments affect, and in many cases significantly limit or
prohibit, among other things, the ability of the Company to repay indebtedness
prior to its stated maturity, sell assets or engage in mergers or acquisitions.
In addition, under certain of such agreements and instruments, the Company is
required to maintain specified levels of stockholder's equity and adjusted cash
and maintain certain specified financial ratios. While the Company is currently
in compliance with these restrictions and requirements, such restrictions and
requirements could also limit the ability of the Company to effect future
financings, make needed capital expenditures, withstand a future downturn in the
Company's business or the economy in general or otherwise conduct necessary
corporate activities. A failure by the Company to comply with these restrictions
and requirements could lead to a default under the terms of such indebtedness.
In the event of default, the holders of such indebtedness could elect to declare
all of the funds borrowed pursuant thereto due and payable together with accrued
and unpaid interest. In such event, there can be no assurance that the Company
would be able to make such payments or borrow sufficient funds from alternative
sources to make such payments. Even if additional financing could be obtained,
there can be no assurance that it would be on terms that are favorable or
acceptable to the Company.
In the event of certain changes of control, with respect to Holdings or
AWA, the Company will be required to offer to purchase certain amounts of the
indebtedness referred to above, in each case subject to certain conditions.
There can be no assurance that the Company will be able to raise sufficient
funds to meet its obligations in connection with such a change of control. In
addition, in the event of certain asset dispositions, the Company will be
required under certain circumstances to use the excess proceeds to offer to
purchase certain amounts of such indebtedness.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are
coded to accept two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. Any programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could result
in the computer shutting down or performing incorrect computations. As a result,
in less than two years, computer systems and software used by many companies may
need to be upgraded to comply with such "Year 2000" requirements. Many of the
Company's systems, including information and computer systems and automated
equipment, will be affected by the Year 2000 issue. The Company is also heavily
reliant on the Federal Aviation Administration's ("FAA") management of the
nation's air traffic control system, local authorities' management of the
airports at which AWA operates, and vendors to provide goods (fuel, catering,
etc.), services (telecommunications, data networks, satellites, etc.) and data
(frequent flyer partnerships, alliances, etc.).
The Company is in the process of identifying the programs and
infrastructure that could be affected by the Year 2000 issue and is developing
an implementation plan to resolve the problem on a timely basis. The Company
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anticipates that the plan will require the Company to devote a considerable
amount of internal resources and hire substantial external resources to assist
with the implementation and monitoring of the issue and require the replacement
of certain equipment and modification of certain software. The Company expects
that the costs to be incurred by the Company to deal with this issue will be
material and is currently in the process of quantifying such amount. If the
Company's plan is not successfully or timely developed or implemented,
additional costs may be incurred, and the Company may need to devote more
internal resources to the process, either of which could have a material adverse
effect on the Company's financial condition and results of operations. The
Company is also in the process of discussing with the FAA, airport authorities
and its vendors the potential impact the Year 2000 issue will have on their
systems. Problems encountered by the FAA, the airport authorities and vendors in
connection with the Year 2000 issue may have a material adverse effect on the
Company's financial condition and results of operations.
VOLATILITY OF STOCK PRICE
The stock market has experienced significant price and volume
fluctuations that have affected the market prices of equity securities of
companies in the airline industry and that often have been unrelated to the
operating performance of such companies. These broad market fluctuations may
adversely affect the market price of the Class B Common Stock and Warrants to
purchase Class B Common Stock (the "Warrants"). In addition, the market price of
the Company's Class B Common Stock and Warrants is volatile and subject to
fluctuations in response to quarterly variations in operating results,
announcements of new services by the Company or its competitors, changes in
financial estimates by securities analysts or other events or factors, many of
which are beyond the Company's control.
USE OF PROCEEDS
There are no net proceeds to the Company from the sale of the Shares.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Holdings consists of 1,200,000 shares
of Class A Common Stock, $0.01 par value, 100,000,000 shares of Class B Common
Stock, $0.01 par value, and 48,800,000 shares of preferred stock, $0.01 par
value. As of April 3, 1998, there were 1,100,000 outstanding shares of Class A
Common Stock and 44,862,808 outstanding shares of Class B Common Stock. Class A
Common Stock and Class B Common Stock have identical economic rights and
privileges and rank equally, share ratably, and are identical in all respects as
to all matters other than voting rights. The Class A Common Stock votes together
with the Class B Common Stock on all matters except as otherwise required by
law. Each share of Class A Common Stock is entitled to 50 votes; each share of
Class B Common Stock is entitled to one vote. Additionally, the Class A Common
Stock is convertible at any time, on a one-to-one basis, into Class B Common
Stock.
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding the number
of shares of Class B Common Stock owned by the Selling Stockholders as of
February 28, 1998, and the number of shares which may be offered pursuant to
this Prospectus. Percentages are based on 44,836,930 shares of Class B Common
Stock outstanding as of February 28, 1998.
<TABLE>
<CAPTION>
CLASS B CLASS B
COMMON STOCK COMMON STOCK
CLASS A COMMON OWNED PRIOR SUBJECT TO CLASS B COMMON STOCK
STOCK OWNED TO OFFERING OFFERING OWNED AFTER THE OFFERING
NUMBER PERCENTAGE
------- ----------
<S> <C> <C> <C> <C> <C>
TPG Partners, L.P. 780,473 1,613,586 1,613,586 -- --
TPG Parallel I, L.P. 78,644 162,592 162,592 -- --
Air Partners II, L.P. 82,314 170,181 170,181 -- --
Continental Airlines, Inc. 158,569 317,140 317,140 -- --
William A. Franke -- 1,463,334 929,334 534,000 1.2%
- ---------------------------- ---------------- ------------ ---------- ------- -----------
TOTALS 1,100,000 3,726,833 3,192,833 534,000 1.2%
</TABLE>
In connection with the Company's reorganization in 1994, TPG Partners,
L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel") Air Partners II, L.P. ("Air
Partners"), and Continental Airlines, Inc. ("Continental") (collectively, the
"Selling Entities"), together with certain other entities, invested $205.3
million in consideration for the issuance of securities by the Company,
consisting of 1,200,000 shares of Class A Common Stock at a price of $7.467 per
share; 12,981,636 shares of Class B Common Stock, including 12,259,821 shares at
a price of $7.467 per share and 721,815 shares at $8.889 per share; and certain
warrants to purchase Class B Common Stock. The Registration Statement of which
this Prospectus is a part covers the re-sale by the Selling Entities of up to
2,263,499 shares of Class B Common Stock, representing all of the shares of
Class B Common Stock held by the Selling Entities.
TPG is a Delaware limited partnership whose general partner is TPG
GenPar, L.P., a Delaware limited partnership ("TPG GenPar"). The general partner
of each of TPG Parallel and Air Partners is also TPG GenPar. The general
partners of TPG GenPar is TPG Advisors, Inc., a Delaware corporation ("TPG
Advisors"). The executive officers and directors of TPG Advisors include David
Bonderman (director and president), James G. Coulter (director and vice
president), William Price (director and vice president), and Richard P. Schifter
(vice president). Mr. Coulter and Mr. Schifter are directors of Holdings and
AWA. Messrs. Bonderman and Price are directors of Continental. Messrs. Bonderman
and Coulter, through their control positions of Air Partners, L.P., a special
purpose partnership and a significant shareholder in Continental, may be deemed
to own beneficially a significant percentage of Continental's common stock. See
also "Certain Transactions." The chart above does not reflect 819 shares of
Class B Common Stock initially granted to Messrs. Schifter and Coulter on
December 31, 1997 as non-employee directors, which shares were subsequently
transferred to TPG GenPar. The chart also does not reflect 12,000 shares of
Class B Common Stock that each of Messrs. Schifter and Coulter may acquire upon
exercise of stock options.
The Registration Statement of which this Prospectus is a part also
covers 929,334 shares (and shares underlying options) held by William A. Franke,
the Chairman and Chief Executive Officer of Holdings and the Chairman of AWA and
Leisure Co (together with the Selling Entities, the "Selling Stockholders"). Of
such shares, 125,000 were issued to Mr. Franke in connection with the Company's
successful 1994 reorganization, 655,000 represent shares underlying certain
options granted to Mr. Franke pursuant to the America West 1994 Incentive Equity
Plan, and 149,334 represent certain restricted stock grants made to Mr. Franke
pursuant to his employment agreement with the Company. See also "Certain
Transactions." The 534,000 shares owned by Mr. Franke after the offering include
421,000 shares underlying stock options and 113,000 shares of restricted stock
granted to him on April 16, 1998, pursuant to his employment agreement. As of
April 30, 1998, 463,900 options granted to Mr. Franke were unvested.
Because the Selling Stockholders may offer all or some of the Shares
that they hold pursuant to the offering contemplated by this Prospectus, and
because there are currently no agreements, arrangements or understandings with
respect to the sale of any of the Shares by the Selling Stockholders, no
estimate can be given as to the number of Shares that will be held by the
Selling Stockholders after completion of this offering.
8
<PAGE> 10
CERTAIN TRANSACTIONS
The Company has entered into agreements with Continental related to
code-sharing arrangements and ground handling operations. AWA paid Continental
approximately $25.2 million and received approximately $13.4 million from
Continental for such services in 1997.
In March 1997, the Company purchased Warrants to purchase 1,584,915,
159,580 and 167,028 shares of Class B Common Stock from TPG, TPG Parallel and
Air Partners, respectively, for $11,062,706, $1,113,868 and $1,165,855,
respectively.
TPG, TPG Parallel and Air Partners have entered into an agreement with
Continental pursuant to which such parties have granted Continental the right of
first refusal to purchase all, but not less than all, of the Company's
securities that they may propose to sell, and have agreed to notify Continental
prior to selling any such securities. Continental would have the right to
purchase such securities on the same terms and conditions that such securities
would have been sold, or at a market price. Under the agreement, TPG, TPG
Parallel and Air Partners have agreed to share with Continental certain of the
proceeds from their sale or disposition of the securities of the Company covered
by the agreement, if such sharing of proceeds is necessary to ensure that
Continental receives a specified rate of return on its investment in the
securities of the Company.
William A. Franke serves as a Director and Chairman of the Board of
Airplanes Limited and the Controlling Trustee and Chairman of Airplanes U.S.
Trust. The Company currently leases two aircraft from Airplanes U.S. Trust at a
cost of approximately $240,000 per month per aircraft. The leases are in effect
until March 2003.
In 1995, the Company loaned $203,136 to Mr. Franke for the purpose of
enabling him to pay income taxes attributable to certain grants of Class B
Common Stock made to Mr. Franke in 1995. In January 1996, the Company loaned Mr.
Franke an additional $40,000 in connection with such grants. The loans are each
payable in two equal installments on September 26, 2000 and September 26, 2001,
and bear interest (payable semi-annually) at the rate of 5.65% per annum (10%
per annum after maturity). The loan is secured by a portion of the shares
granted to Mr. Franke, but is otherwise nonrecourse to him. In April 1997, the
Company loaned Mr. Franke $194,072 for the purpose of enabling him to pay income
taxes attributable to a grant of Class B Common Stock made to him in 1996. Under
these various loans, the largest aggregate amount of indebtedness outstanding
was $1,602,737 on November 30, 1997, and the amount of indebtedness outstanding
as of February 28, 1998 was $1,577,466.
The Company has entered into indemnity agreements with Mr. Franke as
part of his employment agreement with the Company and his service on subsidiary
boards. The Company has also entered into an indemnity agreement with each of
the Company's directors (including Mr. Franke) which provides, among other
things, that the Company will indemnify such director, under the circumstances
and to the extent provided for therein, for expenses, damages, judgments, fines
and settlements such director may be required to pay in actions or proceedings
by reason of his or her position as a director of the Company or AWA.
Additionally, Leisure Co. and Holdings have entered into an indemnity agreement
with each of Leisure Co.'s directors (including Mr. Franke) which provides,
among other things, that Leisure Co. and Holdings will indemnify such director
under the circumstances and to the extent provided therein, for expenses,
damages, judgments, fines and settlements that such director may be required to
pay by reason of his position as a director of Leisure Co.
9
<PAGE> 11
PLAN OF DISTRIBUTION
The Shares offered by the Selling Stockholders may be sold from time to
time to purchasers directly by the Selling Stockholders acting as principal for
their own account in one or more transactions at a fixed price, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. Alternatively, the Selling Stockholders may from time to time offer the
Shares through underwriters, dealers or agents who may receive compensation in
the form of underwriting discounts, commissions or concessions from the Selling
Stockholders and/or the purchasers of shares for whom they may act as agent. The
Selling Stockholders and any underwriters, dealers or agents that participate in
the distribution of the Shares offered hereby may be deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Act") and any
discounts, commissions or concessions received by them and any provided pursuant
to the sale of Shares by them might be deemed to be underwriting discounts and
commissions under the Act.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale or
an exemption from registration or qualification requirements is available and is
complied with.
The Company will pay all of the expenses incident to the offering and
sale to the public of the Shares offered hereby and any commissions and
discounts of underwriters, dealers or agents. Such expenses (excluding such
commissions and discounts) are estimated at approximately $13,000.
EXPERTS
The consolidated financial statements and consolidated financial
statement schedule of the Company as of December 31, 1997 and 1996, and for each
of the years in the three-year period ended December 31, 1997, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
10
<PAGE> 12
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
-------------------------
<TABLE>
<S> <C>
Available Information............................................................................ 2
Additional Information........................................................................... 2
Incorporation of Certain Documents by Reference.................................................. 2
Forward-Looking Information...................................................................... 3
The Company...................................................................................... 3
Risk Factors..................................................................................... 4
Use of Proceeds.................................................................................. 7
Description of Capital Stock..................................................................... 7
Selling Stockholders............................................................................. 8
Certain Transactions............................................................................. 9
Plan of Distribution............................................................................. 10
Experts.......................................................................................... 10
</TABLE>
-------------------------
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the Shares being registered. All the amounts shown are
estimates. These shares have been previously registered, so no registration fees
are owed.
Legal fees and expenses............................................. $ 7,500
Accounting fees and expenses........................................ $ 5,000
Miscellaneous....................................................... $ 500
Total.......................................................... $13,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law ("DGCL")
authorizes, among other things, a corporation generally to indemnify any person
("indemnitee") who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation, in a similar position with
another corporation or entity, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. With
respect to actions or suits by or in the right of the corporation; however, an
indemnitee who acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation is generally limited
to attorneys' fees and other expenses, and no indemnification shall be made if
such person is adjudged liable to the corporation unless and only to the extent
that a court of competent jurisdiction determines that indemnification is
appropriate. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) board of directors by a majority vote of a quorum
of disinterested directors so directs, that indemnification of the indemnitee is
proper because he has met the applicable standard of conduct. Section 145
provides that indemnification pursuant to its provisions is
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<PAGE> 14
not exclusive of other rights of indemnification to which a person may be
entitled under any by-law agreement, vote of stockholders or disinterested
directors or otherwise.
Section 8.02 of the Company's By-laws provides, in substance, that
directors, officers, employees and agents shall be indemnified to the fullest
extent permitted by Section 145 of the DGCL. Article 13 of the Certificate of
Incorporation limits the liability of directors of Holdings to Holdings or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the DGCL. Specifically, directors
of Holdings will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to AWA or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchase or redemptions as provided in section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal benefit. The
Certificate of Incorporation also provides that if the DGCL is amended after the
approval of the Restated Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of AWA will be eliminated or limited to the full
extent permitted by the DGCL, as so amended.
Holdings has entered into indemnification agreements with each of its
directors providing for indemnification to the fullest extent permitted by the
laws of the State of Delaware. These agreements provide for specific procedures
to better assure the directors' rights to indemnification, including procedures
for directors to submit claims, for determination of directors entitled to
indemnification (including the allocation of the burden of proof and selection
of a reviewing party) and for enforcement of directors' indemnification rights.
The Company maintains directors' and officers' liability insurance.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
- ------------------ ---------------------------------------------------------
<S> <C>
2.1(1) Plan of reorganization
23.1 Consent of KPMG Peat Marwick LLP
</TABLE>
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material
II-2
<PAGE> 15
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of periodic report pursuant
to Section 13 or 15(d) of the Exchange Act containing information required to be
included in a post-effective amendment that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Registrant
pursuant to the provisions described in Item 15 or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 333-02129 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tempe, State of Arizona, on May 18, 1998.
AMERICA WEST HOLDINGS CORPORATION
By: /s/ William A. Franke
--------------------------------------------
William A. Franke
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement No. 333-02129 has
been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ William A. Franke Chairman of the Board of Directors and May 18, 1998
- -------------------------------------------- Chief Executive (Principal Executive
William A. Franke Officer)
/s/ Richard R. Goodmanson * Director and President May 18, 1998
- --------------------------------------------
Richard R. Goodmanson
/s/ W. Douglas Parker Senior Vice President and Chief May 18, 1998
- -------------------------------------------- Financial Officer (Principal Financial
W. Douglas Parker Officer; Principal Accounting Officer)
/s/ Julia Chang Bloch * Director May 18, 1998
- --------------------------------------------
Julia Chang Bloch
/s/ Stephen F. Bollenbach * Director May 18, 1998
- --------------------------------------------
Stephen F. Bollenbach
/s/ Frederick W. Bradley * Director May 18, 1998
- --------------------------------------------
Frederick W. Bradley
- -------------------------------------------- Director May 18, 1998
James G. Coulter
/s/ John F. Fraser * Director May 18, 1998
- --------------------------------------------
John F. Fraser
</TABLE>
II-4
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John L. Goolsby * Director May 18, 1998
- --------------------------------------------
John L. Goolsby
- --------------------------------------------
Walter T. Klenz Director
/s/ Richard C. Kraemer * Director May 18, 1998
- --------------------------------------------
Richard C. Kraemer
- -------------------------------------------- Director
Denise M. O'Leary
/s/ John R. Power, Jr. * Director May 18, 1998
- --------------------------------------------
John R. Power, Jr.
/s/ Frank B. Ryan * Director May 18, 1998
- --------------------------------------------
Frank B. Ryan
/s/ Richard P. Schifter * Director May 18, 1998
- --------------------------------------------
Richard P. Schifter
/s/ John F. Tierney *
- --------------------------------------------
John F. Tierney Director May 18, 1998
By: /s/ W. Douglas Parker
- --------------------------------------------
W. Douglas Parker
Attorney-in-Fact
(Signing under the authority of a
Power of Attorney previously
filed with the Securities and
Exchange Commission)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
America West Holdings Corporation:
We consent to incorporation by reference in the registration statement
(No. 333-02129) on Form S-3 of America West Holdings Corporation of our reports
dated February 27, 1998, relating to the consolidated balance sheets of America
West Holdings Corporation and subsidiary as of December 31, 1997, and 1996, and
the related consolidated statements of income, cash flows and stockholders'
equity for each of the years in the three-year period ended December 31, 1997,
and the related consolidated financial statement schedule, which reports appear
in the December 31, 1997, annual report on Form 10-K of America West Holdings
Corporation.
KPMG PEAT MARWICK LLP
Phoenix, Arizona
May 18, 1998
