UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q/A
þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
or
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number1-12649
AMERICA WEST HOLDINGS CORPORATION
| DELAWARE | 86-0847214 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 111 WEST RIO SALADO PARKWAY, TEMPE, ARIZONA | 85281 | |
| (Address of principal executive offices) | (Zip Code) |
| (480) 693-0800 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Commission file number0-12337
AMERICA WEST AIRLINES, INC.
| DELAWARE | 86-0418245 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4000 EAST SKY HARBOR BLVD, PHOENIX, ARIZONA | 85034 | |
| (Address of principal executive offices) | (Zip Code) |
| (480) 693-0800 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yesþ Noo
As of December 2, 2003, America West Holdings Corporation has 859,027 shares of class A common stock and 34,947,505 shares of class B common stock outstanding. As of December 2, 2003, America West Airlines, Inc. has 1,000 shares of class B common stock outstanding, all of which are held by America West Holdings Corporation.
| EXPLANATORY NOTE | ||||||||
| ITEM 6. EXHIBITS | ||||||||
| SIGNATURE | ||||||||
| SIGNATURE | ||||||||
| Exhibit 10.2 | ||||||||
| Exhibit 31.5 | ||||||||
| Exhibit 31.6 | ||||||||
| Exhibit 31.7 | ||||||||
| Exhibit 31.8 | ||||||||
AMERICA WEST HOLDINGS CORPORATION AND
AMERICA WEST AIRLINES, INC.
INDEX TO FORM 10-Q/A
EXPLANATORY NOTE
The registrants are filing this Amendment No. 1 on Form 10-Q/A to amend Exhibit 10.2 to the registrants’ Form 10-Q originally filed on October 21, 2003 (the “Form 10-Q”). No revisions have been made to the registrants’ financial statements or any other disclosure contained in the Form 10-Q.
ITEM 6. EXHIBITS.
a. Exhibits
| EXHIBIT | ||
| NUMBER | DESCRIPTION AND METHOD OF FILING | |
| 1.1(2) | Purchase Agreement dated July 24, 2003 by and among America West Holdings Corporation, America West Airlines, Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated. | |
| 4.1(2) | Indenture, dated as of July 30, 2003, between America West Airlines Inc. and U.S. Bank National Association, as trustee and not in its individual capacity, for America West Airlines Inc. Senior Exchangeable Notes due 2023. | |
| 4.2(2) | Form of America West Airlines, Inc. Senior Exchangeable Note due 2023. | |
| 4.3(2) | Registration Rights Agreement, dated as of July 30, 2003, with respect to shares of Class B Common Stock underlying the America West Airlines Inc. Senior Exchangeable Notes due 2023. | |
| 4.4(2) | Guarantee and Exchange Agreement, dated as of July 30, 2003, between America West Holdings Corporation and U.S. Bank, National Association, as exchange agent and trustee and not in its individual capacity, for America West Airlines Inc. Senior Exchangeable Notes due 2023. | |
| 10.1(2) | Third Amendment to Code Share and Revenue Sharing Agreement dated as of January 29, 2003 among AWA, Mesa Airlines, Inc. and Freedom Airlines, Inc. | |
| 10.2(1) | Fourth Amendment to Code Share and Revenue Sharing Agreement and Release dated as of September 5, 2003 among AWA, Mesa Airlines, Inc., Air Midwest, Inc. and Freedom Airlines, Inc. | |
| 31.1(2) | Certification of Holdings’ Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.2(2) | Certification of Holdings’ Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. |
| EXHIBIT | ||
| NUMBER | DESCRIPTION AND METHOD OF FILING | |
| 31.3(2) | Certification of AWA’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.4(2) | Certification of AWA’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.5 | Certification of Holdings’ Chief Executive Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.6 | Certification of Holdings’ Chief Financial Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.7 | Certification of AWA’s Chief Executive Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.8 | Certification of AWA’s Chief Financial Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 32.1(2) | Certification of Holdings’ Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2(2) | Certification of AWA’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (1) | The Company has sought confidential treatment for portions of the referenced exhibit. | |
| (2) | Previously filed as an exhibit to Holdings’ and AWA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. |
b. Reports on Form 8-K
| Holdings and AWA filed a report on Form 8-K dated July 2, 2003, furnishing under Item 9 a press release dated July 2, 2003 announcing certain traffic statistics for June 2003. | ||
| Holdings and AWA filed a report on Form 8-K dated July 22, 2003, furnishing under Item 9 a press release dated July 22, 2003 announcing the Company’s results for the second quarter ended June 30, 2003. | ||
| Holdings and AWA filed a report on Form 8-K dated July 24, 2003, filing under Item 5 a press release dated July 23, 2003 announcing AWA’s intention to sell its senior exchangeable notes due 2023. | ||
| Holdings and AWA filed a report on Form 8-K dated July 25, 2003, filing under Item 5 a press release dated July 24, 2003 announcing the pricing of AWA’s offering of its senior exchangeable notes due 2023. | ||
| Holdings and AWA filed a report on Form 8-K dated August 1, 2003, filing under Item 5 a press release dated August 1, 2003 announcing that AWA had completed the offering of its senior exchangeable notes due 2023. | ||
| Holdings and AWA filed a report on Form 8-K dated August 5, 2003, furnishing under Item 9 a press release dated August 5, 2003 announcing certain traffic statistics for July 2003. | ||
| Holdings and AWA filed a report on Form 8-K dated August 27, 2003, filing under Item 4 information related to dismissal of PricewaterhouseCoopers LLP as the Company’s independent auditors and the appointment of KPMG LLP as the Company’s independent auditors. | ||
| Holdings and AWA filed a report on Form 8-K dated September 4, 2003, furnishing under Item 12 a press release dated September 4, 2003 announcing certain traffic statistics for August 2003. | ||
| Holdings and AWA filed a report on Form 8-K dated September 11, 2003, furnishing under Item 9 a press release dated September 10, 2003 announcing certain growth plans for 2004. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMERICA WEST HOLDINGS CORPORATION | ||||
| By | /s/ Derek J. Kerr | |||
| Derek J. Kerr | ||||
| Senior Vice President and Chief Financial Officer | ||||
DATED: January 12, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMERICA WEST AIRLINES, INC. | ||||
| By | /s/ Derek J. Kerr | |||
| Derek J. Kerr | ||||
| Senior Vice President and Chief Financial Officer | ||||
DATED: January 12, 2004
EXHIBIT INDEX
| EXHIBIT | ||
| NUMBER | DESCRIPTION AND METHOD OF FILING | |
| 1.1(2) | Purchase Agreement dated July 24, 2003 by and among America West Holdings Corporation, America West Airlines, Inc., Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated. | |
| 4.1(2) | Indenture, dated as of July 30, 2003, between America West Airlines Inc. and U.S. Bank National Association, as trustee and not in its individual capacity, for America West Airlines Inc. Senior Exchangeable Notes due 2023. | |
| 4.2(2) | Form of America West Airlines, Inc. Senior Exchangeable Note due 2023. | |
| 4.3(2) | Registration Rights Agreement, dated as of July 30, 2003, with respect to shares of Class B Common Stock underlying the America West Airlines Inc. Senior Exchangeable Notes due 2023. | |
| 4.4(2) | Guarantee and Exchange Agreement, dated as of July 30, 2003, between America West Holdings Corporation and U.S. Bank, National Association, as exchange agent and trustee and not in its individual capacity, for America West Airlines Inc. Senior Exchangeable Notes due 2023. | |
| 10.1(2) | Third Amendment to Code Share and Revenue Sharing Agreement dated as of January 29, 2003 among AWA, Mesa Airlines, Inc. and Freedom Airlines, Inc. | |
| 10.2(1) | Fourth Amendment to Code Share and Revenue Sharing Agreement and Release dated as of September 5, 2003 among AWA, Mesa Airlines, Inc., Air Midwest, Inc. and Freedom Airlines, Inc. | |
| 31.1(2) | Certification of Holdings’ Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.2(2) | Certification of Holdings’ Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.3(2) | Certification of AWA’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.4(2) | Certification of AWA’s Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.5 | Certification of Holdings’ Chief Executive Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.6 | Certification of Holdings’ Chief Financial Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.7 | Certification of AWA’s Chief Executive Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.8 | Certification of AWA’s Chief Financial Officer related to the Amendment No. 1 to Form 10-Q pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 32.1(2) | Certification of Holdings’ Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2(2) | Certification of AWA’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (1) | The Company has sought confidential treatment for portions of the referenced exhibit. | |
| (2) | Previously filed as an exhibit to Holdings’ and AWA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. |
