February 3, 2000
Gary C. Kelly
Southwest Airlines
P.O. Box 36611
Dallas, TX 75235-1611
RE: Schedule 13G
Enclosed pursuant to Rule 13d-1(b) under the Securities Exchange Act of 1934 is
a report on Schedule 13G reporting beneficial ownership at December 31, 1999 by
American Express Company and American Express Financial Corporation in Common
Stock of Southwest Airlines.
Sincerely,
Steve Turbenson
Director - External Reports and Tax
Enclosure
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Southwest Airlines
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
844741108
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(CUSIP Number)
The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
<PAGE>
CUSIP NO. 844741108
1) Name of Reporting Person American Express Company
S.S. or I.R.S. Identification IRS No. 13-4922250
No. of Above Person
- -------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
------------------
if a Member of a Group (b) X - Joint Filing
--------------------
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Citizenship or Place of Organization New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(5) Sole Voting Power -0-
(6) Shared Voting Power 2,349,745
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 27,471,741
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 27,471,741
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10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
- -------------------------------------------------------------------------------
11) Percent of Class Represented by
Amount In Row (9) 5.5%
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12) Type of Reporting Person CO, HC
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<PAGE>
CUSIP NO. 844741108
1) Name of Reporting Person American Express Financial Corporation
S.S. or I.R.S. Identification IRS No. 13-3180631
No. of Above Person
- -------------------------------------------------------------------------------
2) Check the Appropriate Box (a)
------------------
if a Member of a Group (b) X - Joint Filing
------------------------
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(5) Sole Voting Power -0-
--------------------- ------------
(6) Shared Voting Power 2,349,745
----------------------- ------------
(7) Sole Dispositive Power -0-
-------------------------- ------------
(8) Shared Dispositive Power 27,471,741
---------------------------- ------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
9) Aggregate Amount Beneficially
Owned by Each Reporting Person 27,471,741
- ------------------------------------------------------------------------------
10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
- ------------------------------------------------------------------------------
11) Percent of Class Represented by
Amount In Row (9) 5.5%
- ------------------------------------------------------------------------------
12) Type of Reporting Person CO, IC
- ------------------------------------------------------------------------------
<PAGE>
1(a) Name of Issuer: Southwest Airlines
1(b) Address of Issuer's Principal P.O. Box 36611
Executive Offices: Dallas, TX 75235-1611
2(a) Name of Person Filing: American Express Company
American Express Financial Corporation
2(b) Address of Principal Business Office: American Express Company
American Express Tower
200 Vesey Street
New York, NY 10285
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440
2(c) Citizenship: See Item 4 of Cover Page
2(d) Title of Class of Securities: Common Stock
2(e) Cusip Number: 844741108
3 Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b): American Express Company, one of the persons filing this
statement, is a Parent Holding Company in accordance with Rule
13d-1(b)(ii)(G).
American Express Financial Corporation, one of the persons filing this
statement, is an Investment Advisor registered under section 203 of
the Investment Advisors Act of 1940.
4(a) Amount Beneficially Owned as of December 31, 1999: See Item 9 of Cover
Pages
4(b) Percent of Class: See Item 11 of Cover Pages
4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5 of Cover Pages
(ii)Shared power to vote or direct the vote: See Item 6 of Cover Pages
(iii) Sole power to dispose or to direct the disposition of: See Item 7
of Cover Pages
(iv)Shared power to dispose or to direct the disposition of: See Item 8
of Cover Pages
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5 Ownership of 5% or Less of a Class:
If this statement is being filed to report the fact as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
( ).
6 Ownership of more than 5% on Behalf of Another Person:
Not Applicable
7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
See Exhibit I
8 Identification and Classification of Members of the Group:
Not Applicable
9 Notice of Dissolution of Group:
Not Applicable
10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
American Express Financial Corporation
Dated: December 31, 1999 By
Signature
Steve Turbenson
Director - External Reports and Tax
Name/Title
Telephone: (612) 671-2059
<PAGE>
Exhibit Index
Exhibit I Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company.
Exhibit II Statement of American Express Company
Exhibit III Statement of American Express Financial Corporation
<PAGE>
Exhibit I
to
Schedule 13G
One of the persons filing this statement is a parent holding company. The
relevant subsidiary, American Express Financial Corporation, a Delaware
Corporation, is registered as investment advisor under section 203 of the
Investment Advisors Act of 1940.
<PAGE>
EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
American Express Company, American Express Tower, World Financial Center, New
York, New York disclaims beneficial ownership of the securities referred to in
the Schedule 13G to which this exhibit is attached, and the filing of this
Schedule 13G shall not be construed as an admission that American Express
Company is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, the beneficial owner of any securities covered by this Schedule
13G.
Pursuant to Rule 13d-1(f) (1) and subject to the preceding disclaimer, American
Express Company affirms it is individually eligible to use Schedule 13G and
agrees that this Schedule is filed on its behalf, and authorizes the President,
any Vice President, the comptroller, the Secretary, the General Counsel, any
Associate General Counsel or any Counsel, each with power to act singly, of each
subsidiary of American Express Company making this filing to sign this statement
on behalf of American Express Company.
AMERICAN EXPRESS COMPANY
By:____________________________
Name: Stephen P. Norman
Title: Secretary
<PAGE>
Exhibit III
to
Schedule 13G
Under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation
affirms that it is individually eligible to use Schedule 13G and agrees that
this Schedule is filed in its behalf.
American Express Financial Corporation
By:
Steve Turbenson
Director - External Reports
and Tax
