FILED BY AMERICA WEST HOLDINGS CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: AMERICA WEST HOLDINGS CORPORATION
COMMISSION FILE NO. 1-12649
COMMISSION FILE NO. 1-12649
| Happy Birthday America WestA Look At 22 Years Of Low Costs And Superior ServiceI t was on Aug. 1, 1983 that The airlineshiny emerged from Chapter new America 11 in 1994, smaller and West B737 ew to Kansas City, leaner, down launching what from would a eet of more than 100 aircraft at the become the nation#fs second-largest end of 1990 to a low-cost carrier. eet of less Now, than 90 at the end of 1994. AUGUST more than two decades later, America West is in the But with increased ef ciency, it again expanded, setting 2005 middle of a merger with US Airways that will make it the up codeshare agreements- with other carriers, partner country#fs fth-largest (in capacity). The change is bitter -ships with sports teams, and cross-marketing with event sweet in that while employees for both airlines are look -and vacation facilities. By the end of 2000, the airline ing forward to the excitement the employed nearly 14,000 people, — had a eet of 138 air new company brings, there#fs also craft and served more than 100 destinations (including nostalgia with the name change code-share service with Mesa and Continental). to US Airways.TA B L E O F C O N T E N TIn the aftermath of 9/11,- America West averted a bank America West initiated service in ruptcy ling by securing-a loan from the Air Transporta 1983 with a eet of three aircraft and 280 employees. ItsScorecard . . . Page . . Extra Effort . . 2 . . . tion Stabilization Board. AWA quickly adapted to the network consisted of ve cities and it operated nine daily Dear ReadersChairman#fs new industry environment, slashing walk-up fares up to departures from Phoenix from three gates. But by the end CASS ReturnsAWA Partners 70 percent and eliminating the tra -of 1983, the airline had grown to nine aircraft and more ditional Saturday-night stay in 2002 Station Of The Month — DEN than 800 employees serving 13 cities.Pack Your . . . and returned a net pro t in 2003.AWA quickly became the rst airline formed since deregu -Frontline . . Page Focus . . On The Go With 3 .Today, the airline enjoys some of the lowest costs in the lation to achieve of cial major-airline status (annualTown Hall And Webcast Travel Section industry, thanks to the hard work and ef ciency of its revenues of at least $1 billion). By 1989, the airlineWrapupCompany Store 14,000 employees and a constant focus on cost controls. was operating Boeing 747s and had its sights set onPlane Deal Recap Though high fuel costs and intense competition make for expanding across the Paci c to Hawaii and beyond itFinal Descent . . . tough industry conditions, a successful merger with East- Merger Resources began service to Honolulu in November of that year andCalendar Of Coast counterpart US Airways should go a long way in Candid Comments launched service to Nagoya, Japan in February of 1991. helping the airline succeed well into the 21st century. Referral Rewards Unfortunately, air travel took a major hit with the onset of the rst Gulf War. In 1991 Congratulations to America West#fs America West had to le forBetween The Wings . . . . . . faithful employees . . Page . Chapter 11 bankruptcy, laterwho have made the airline what ending service to Japan and Merger Map it is today. Happy 22nd!Hawaii and shedding its Boeing 747s.You Know You Lived In America West 22 Years In You ever ended your sentence TheMaking You#fre got the Joey Lawrence19832005Employees28014,165 You owned genie pants Total Aircraft 3140 #gHBO#fs original#h programming Destinations Served 594 You got super-excited when International Destinations 015 You wore French rolls on Daily Departures20949 You owned a doll with Pong was soooo lame compared You own any cassettesMerged Map Check out the center spread for a merged America West and You were taught that US Airways routemap, pp. 4 & 5. Partying ''like it’s 1999’’Jobs Well FlownAWA MBR Is The BestAWA#fs FAs Make Sure Customer Service Takes Off With Each FlightOur ramp servi ce personnel are -The commitment of America West#fs more than 2,500 InFlight crew members is second to none where, and America West has been as the face of the airline every day for our customers. To show thanks for all our ight dedicated each year as Flight Attendant Appreciation Month. During the month, ightfor a few months now. Among the room at PHX are being met with food, prizes and giveaways. Special events included visitsAmerica West#fs mishandled baggage our caterer, LSG, which provided food throughout the week of Aug. 15. So next time you#fre Department of Transportation#fs or seated on a non-rev ight, be sure to give a smile and a sincere thanks to the crew who coming back again and again!tops in the industry for May bags per 1,000 passengers for #gOur people are doing a great Anthony V. Mule, sr. vice is truly remarkable considering challenging conditions of super and ight disruptions due to air that AWA operates a hub-and-spoke carriers such as Southwest signi cant achievement to be AWA people and their commitment very proud of their accomplishmentCongratulations to everyone pulling together to make out against the competitionFlight Attendants K.C. Moss and Susan Enjoying apples provided byParenti relax forcaterer LSG, Flight and providing great service a moment while waiting for theirAttendants Vicki ight to Tampa, Lewis andFla.Penny Hornack show the smiles their customers know so well. Volume 20 An America West Employee Publication 2005 |
| Extra Effort Beyond The CallAnnouncing The 2004Award WinnersEach year, Doug Parker calls on senior leadership-ni cant contributions at America West for the annual projects or demonstrated terri c customer service recognizes all sorts of contributions; it#fs not just or revenue-producing initiative, though there were employees who went way beyond the scope of their job and secure environment or who found innovative ways Awards were handed out during small ceremonies in the nomination letter for every recipient in attendancePalmer,Sinerius, TonyJohn DeLana Ken Cook,Miller, Folz, Joy Phyllis Santos,Beatty, Carla HansellFrom left, Mary Smith, Carrie Camillieri, Robin Gossen, Donald Corey, Brian Field, Laurel Harvey, Jo Schotz, Dorothy Perry, Doug Parker, Annie Harrie, Betty Flores, Kevin Jackson, Lisa Eagleton, WayneLewis Shannon Hards,Liu, Smith,Marlow, Lori Crossen, Jo Fine, Tonya Levar, Linda Rice, Paddy Kunkle, Theresa Servais and Ginny Lunaleft, Feng DerekFromDavid Phalen, Parker, DougFrom left, Kelly Pound, Larry Stephens, Kathy Allen, Greg Lamb, Frank Gill, Stan Skinner, EmmaFrom left,DougJoshBartosch, James Parker, Amy Hadley, Joseph Murdock, Kae Salyers, Tom Volante, Mike Lyman, C.J. Lasher, Jason Schlattman,Parker,PatriciaStogsdill, Borrell, PaulHunt, David Currie, Randy Lauson, Sam Hansen, Michelle Paxton, Ingo Theiss, Tamar Ferrel and CindyWilhelm,Not pictured: Yvette Leslie, Julie Madrid and Tammy Schreiber.AWA Aids Autoimmune Partnership With DAISY Foundation Also Honors NursesIn 1999, J. Patrick Barnes was a successful manager battle with Hodgkin#fs Disease, he was a positive man, to 33, Patrick Barnes was suddenly diagnosed with a rare During the time he was sick, Bonnie and Mark Barnes, care and compassion of nurses. Shortly after Patrick#fs -into ing the DAISY Foundation, an acronym for Diseases raises money for ITP research, but also honors the their presentations of the #gDAISY Award for Extraordinary In June of 2004, America West joined in partnership tremendous work of those in the nursing profession. in facilities around the country are recognized with a sculpture and a framed certi cate commemorating this #gIt became evident to us that nurses are unsung heroes Bonnie Barnes, founder of the DAISY Foundation. #gWe West in several of our hospitals.#h America West proudly sponsors and presents awards to those extraordinary nurses in Kalispell, ful lls its goal of honoring those who are truly at the heart of healthcare, nurses. For more information,www.daisyfoundation.orgor contact Community Relations at (480) 693-5737. visit |
| Pack Your Bags ON THE GO WITH JO Travel Section By Jo Fine,Fall is a great time to OPEN SKIES VACATIONS plan a get away. Customer Relations Representative are lighter, making it possible for you toAustralia — DownThis three-Under Inprivileges. Our tried-and-true interlineincludes accommodations, -The past 18 years at America West have been like offerings for you.portation via Air Canada -a magic carpet ride! From — Cape Town to Kating, hotel taxes and service mandu. Swaziland to Senegal. Buenos Aires to AERO-MARINEperson double occupancy through Bangkok. I#fve forged continents, countries, andClassic SafariThis popular South African program is aExperience#care available.. cities, a total of 36 times, experiencing a cultural four-night package beginning -and ending in Johannesburg. IncludHong Kong Adventure#cHong Kong is the-extravaganza of a lifetime.ed are two nights in Johannesburg and two nights at the Portea bor in Asia and its shopping Hotel Kruger Gate in Mpumalanga for your safari to Kruger Park a four-night package with - -And it is with great pleasure and excitement that Rates are $649 per person double occupancy, Sept. 1 to Nov. 30 pole Hotel or the Ramada Hotel I am able to share some of those experiences withMAUI, KONA AND KAUAIEach package offers vePACKAGES#cdepending on hotel choice and -you in upcoming issues of Plane Talk. nights at the island of your choice and includes tax and car tions, roundtrip space available I will present ideas for exotic travel that may cost Through Dec. 21, rates at Maui begin at $409 per person,Canada), all hotel taxes and you less than a week in Orlando. For instance, occupancy; Kona, $409; Kauai, $489. Special rates availableTo book, contact Open Skies at have you considered Turkey? How about Latvia? children and guests sharing accommodations with the employee. openskiesonline.com. If those are not within your travel radar, I haveVILLA RENTALS INWeekly rentals are available in thisTUSCANY#ca smorgasbord of ideas. We#fll talk converted and about short, renovated Tuscany farmhouse in Podere Torricella affordable getaways that offer exciting alternatives 10 beautiful and spacious one- TIDBITS FROM THE PASSand two-bedroom apartments to the Caribbean and Mexico. I#fll discuss -Through Sept. 30, one custom bedroom is $899, two bedrooms $1149; Oct izing a tour in which you reap the 1 through 29, savings of a $759 and $989; through Dec. 18, The next Parents#f Pass Travel $659 and $889. group, while maintaining your independence. Wednesday, Sept. 7, at For these and other packages by Aero-Marine, contact info@aero-marine.com, (800) 255-2376. Room A, 111 W. Rio Salado p.m. For reservations, contactINTERLINING PLUS693-8644.Western CaribbeanThe Zuiderdam sails from Ft. Lau-Cruises#cReminders If you intend to-standby derdale for seven days to Half Moon Cay, George Town, Costa Maya, and Key West on Sept. 24 from $399 per person double you must be listed in rst. occupancy. Carnival#fs Glory departs agent to do this for you. Port Canaveral on Sept. for seven days to Costa Maya, Belize, Cozumel, and Progreso No Mesa Guest Passes can be from $349 per person, double occupancy. aircraft; only on Mesa-Cruising The PanamaThe NorwegianCanal#cDream departs committed partners may not Los Angeles for 18 days on Sept. 27 calling in Puerto Vallarta, Acapulco, Punta Arenas, terminating Please! Do not expect in Houston. Rates begin free at $699 per person double occupancy. traveling non-revenue.Grand PineappleThis beautiful Caribbean islandBeach, Antigua#cURGENT REMINDER School documents — getaway situated on a secluded white-sand beach, is an all—Jo#fs globe isn#ft for decoration; it#fs a mapsemester are now due in orderfor her to decide where to go next.sive resort. Book before Sept. 15 for rates that begin at status of childre n older than person for three nights, for stays through Dec. 20.(480) 693-8850. Other topics under consideration are: Traveling Contact Interlining Plus at info@interliningplus.com, #gOn The Cheap#h; Dangers Lurking; and of course, (800) 665-3100. speci c travel destinations, tried and true. As airline employees, we — are unique individu als with one common bond: travel. Whether we Company Store venture from Phoenix to Santa Barbara or JFK to Tokyo, we all hold an enviable position; we work in the airline industry withNow In Stockaccess to opportunitiesModel Plane Order others only dream of. If there#fs one central theme Name: ___For immediate delivery, the #gCoast-to-that runs through my writing and my travels itPhone Number:is___Coast#h Executive 1/100 scale model 757 this: Do it now, and maximize your travel potential. with the latest artwork including the agChoose a modeldrape on the twin towers. The retail price Boeing 737 Retail Employee Price$149.95is $195 and the employee price is $161.75. Boeing 757 Retail Employee Price$165.95PLANE TALKLimited OfferingCredit Card: ___For a limited time, the Company Store Need to have your order shipped? Please is also offering Executive airplane models(No P.O. Boxes) A shipping charge of $15.95AUGUST 2005 VOLUME 20(1/100 scale) in the original livery. Choose from either the Boeing 737 or 757. ThisPublished byName: will be a special production run and will beAmerica West Airlinesdelivered approximately 90 days from yourCorporate CommunicationsAddress: date of order. If you are interested inEditor: Andy Wagnerordering one of the model planes you mayCity, State, and Zip:do so by lling out the order form belowContact: (480) 693-5883;or throughwww.awacompanystore.com. PlaneTalk@americawest.comPlease fax form to the companyPayment is required at the time of order.AWA 757 Model Coast to Coast AWA 737 Model LiveryOld Livery AWA 757 Model Old Livery Pre-Jan. 28, 1996plane 7 |
| Final Descent Calendar Of EventsIN RENOIN LAS VEGASIN PHOENIXCenter for Abused Boys Hope Girls Women20-Year Anniversary HopeUMOM New Day Party 2005 Phone-A-Thon Baseball OutingSept. 2, 5:30 p.m.Center#fs Read toregistration, Aug. 30, 5:30 to 9 Aug. 30, 6 to 9:30 p.m.6:30 p.m. dinner p.m.Sept. 6, 5:45 to 7:30 Dickson Realty, 1030 Cashman Field, 850 CaughlinScottsdale Resort Las Vegas Blvd. UMOM New Day Center, & Conference Crossing in Reno,North in Las Vegas Nev. Center, 7700 E. McCormick Park- Van Buren St. in To volunteer, contact To volunteer, contact Teresaway in Scottsdale, Ariz. Dave Brass, To volunteer, contact Coffman, (480) 693-2002 (480) 693-5403 For information, contact Relations, (480)Kathi693 Overkamp, (480) 693-5235$500 Employee Refer a Baggage Handler and receive $500*. Fleet prospective Fleet Service Agents who can work varied diploma or equivalent, and are at least 18 years old To earn the referral bonus, have your referred be held on:Wednesday, Aug. 17, 10 a.m. Thursday, Aug. 18, 1 Thursday, Aug. 25,Tuesday, Aug. 30, 1 p.m. 10 .m.Information sessions are held at 111 W. Rio Salado her job history and a list of personal references so For program details, FAQs and an Employee Referral Recruitment). For external job postings, including www.americawest.com/careers.*reward subject to rules of referral program, whichID90.com offers travel discounts below interline rates for a free two-day trialor a monthly subscription fee of $1.99.8plane talk |
FORWARD-LOOKING STATEMENTS
Certain of the statements contained herein should be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “could,” “should,” and “continue” and similar terms used in connection with statements regarding the companies’ outlook, expected fuel costs, the RASM environment, and the companies’ respective expected 2005 financial performance. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving America West Holdings Corporation (“America West”) and US Airways Group, Inc. (“US Airways Group” and, together with America West, the “companies”), including future financial and operating results, the companies’ plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of America West and US Airways Group’s management and are subject to significant risks and uncertainties that could cause the companies’ actual results and financial position to differ materially from these statements. Such risks and uncertainties include, but are not limited to, the following: the ability of the companies to obtain and maintain any necessary financing for operations and other purposes, whether debtor-in-possession financing, in the case of US Airways Group, or other financing; the ability of the companies to maintain adequate liquidity; the duration and extent of the current soft economic conditions; the impact of global instability including the continuing impact of the continued military presence in Iraq and Afghanistan and the terrorist attacks of Sept. 11, 2001 and the potential impact of future hostilities, terrorist attacks, infectious disease outbreaks or other global events; changes in prevailing interest rates; the ability to attract and retain qualified personnel; the ability of the companies to attract and retain customers; the cyclical nature of the airline industry; competitive practices in the industry, including significant fare restructuring activities by major airlines; the impact of changes in fuel prices; economic conditions; labor costs; security-related and insurance costs; weather conditions; government legislation and regulation; relations with unionized employees generally and the impact and outcome of the labor negotiations; US Airways Group’s ability to continue as a going concern; US Airways Group’s ability to obtain court approval with respect to motions in the Chapter 11 proceedings prosecuted by it from time to time; the ability of US Airways Group to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 proceedings; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for US Airways Group to propose and confirm one or more plans of reorganization, to appoint a Chapter 11 trustee or to convert the cases to Chapter 7 cases; the ability of US Airways Group to obtain and maintain normal terms with vendors and service providers; US Airways Group’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 proceedings on US Airways Group’s liquidity or results of operations; the ability of US Airways Group to operate pursuant to the terms of its financing facilities (particularly the financial covenants); the ability of US Airways Group to fund and execute its Transformation Plan during the Chapter 11 proceedings and in the context of a plan of reorganization and thereafter; and other risks and uncertainties listed from time to time in the companies’ reports to the SEC. There may be other factors not identified above of which the companies are not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. The companies assume no obligation to publicly update any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates other than as required by law. Similarly, these and other factors, including the terms of any reorganization plan of US
Airways ultimately confirmed, can affect the value of the US Airways Group’s various prepetition liabilities, common stock and/or other equity securities. Accordingly, the companies urge that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities. Additional factors that may affect the future results of America West and US Airways Group are set forth in their respective filings with the SEC, which are available at http://www.shareholder.com/americawest/edgar.cfm and http://investor.usairways.com/edgar.cfm, respectively.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger transaction, US Airways Group and America West have filed a Registra(tion Statement on Form S-4 and other documents with the Securities and Exchange Commission (Registration No. 333-126162) containing a preliminary joint proxy statement/prospectus regarding the proposed transaction. The proxy statement/prospectus will be mailed to stockholders of America West after the registration statement is declared effective by the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND OTHER RELATED MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the registration statement and proxy statement, as well as other filed documents containing information about US Airways Group and America West (when available) at http://www.sec.gov, the SEC’s website. Free copies of America West’s SEC filings are also available on America West’s website at http://www.shareholder.com/americawest/edgar.cfm, or by request to Investor Relations, America West Holdings Corporation, 111 West Rio Salado Pkwy, Tempe, Arizona 85281. Free copies of US Airways Group’s SEC filings are also available on US Airways Group’s website at http://investor.usairways.com/edgar.cfm or by request to Investor Relations, US Airways Group, Inc., 2345 Crystal Drive, Arlington, VA 22227.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
America West, US Airways Group and their respective executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from America West’s stockholders with respect to the proposed transaction. Information regarding the officers and directors of America West is included in its definitive proxy statement for its 2005 Annual Meeting filed with the SEC on April 15, 2005. Information regarding the officers and directors of US Airways Group is included in its 2004 Annual Report filed with the SEC on Form 10-K on March 1, 2005. More detailed information regarding the identity of potential participants, and their interests in the solicitation, is set forth in the registration statement and proxy statement and other materials filed with the SEC in connection with the proposed transaction.