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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
DECEMBER 31, 1996
AMERICA WEST AIRLINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-10140 86-0418245
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
4000 E. SKY HARBOR BOULEVARD
PHOENIX, ARIZONA 85034-3899
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(602) 693-0800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
HOLDING COMPANY REORGANIZATION
Effective as of midnight on December 31, 1996, America West Airlines,
Inc. ("AWA") adopted a holding company form of organizational structure. The new
holding company structure is intended to provide greater flexibility in the
management and financing of existing and future business operations and to
facilitate entry into new businesses and the formation of joint ventures or
other business ventures with third parties. Additionally, the reorganization is
expected to permit (i) the airline business to be maintained separately from
businesses that the holding company may acquire or initiate, (ii) non-airline
business units to be operated without Department of Transportation and Federal
Aviation Administration regulation and (iii) business units with distinct and
valuable corporate cultures to be managed without dilution of their unique
characteristics.
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 provides 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.
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 will remain an obligation of AWA.
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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/ STEPHEN L. JOHNSON
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Stephen L. Johnson
Senior Vice President--Legal Affairs
Date: December 31, 1996
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