1
Rule 424(b)(3)
File No. 33-54243
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED JANUARY 29, 1996
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 29, 1996)
6,100,000 SHARES
AMERICA WEST AIRLINES
CLASS B COMMON STOCK
------------------------
All of the shares of Class B Common Stock, par value $.01 ("Class B Common
Stock") offered hereby (the "Offering") are being sold by the Selling
Securityholders named herein (the "Selling Securityholders"). See "Selling
Securityholders." The Company will not receive any of the proceeds from this
Offering. The Class B Common Stock is traded on the New York Stock Exchange
under the symbol "AWA." On January 26, 1996, the last reported sale price of the
Class B Common Stock on the New York Stock Exchange was $17 5/8 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE ACCOMPANYING PROSPECTUS FOR
CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE CLASS B COMMON STOCK
OFFERED HEREBY.
------------------------
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 UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
=============================================================================================
PROCEEDS TO
PRICE TO UNDERWRITING SELLING
PUBLIC DISCOUNT(1) SECURITYHOLDERS(2)
Per Share................ $ $ $
- --------------------------------------------------------------------------------------------
Total(3)................. $ $ $
============================================================================================
(1) The Company and the Selling Securityholders have severally agreed to
indemnify the several Underwriters against certain liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Selling Securityholders estimated
at .
(3) Certain of the Selling Securityholders have granted to the several
Underwriters an option for 30 days to purchase up to an additional 610,000
shares of Class B Common Stock at the Price to Public, less Underwriting
Discount, solely to cover over-allotments, if any. If such option is
exercised in full, the Price to Public, Underwriting Discount and Proceeds
to Selling Securityholders will be $ , $ and $ ,
respectively. See "Underwriting."
------------------------
The shares of Class B Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of the shares of Class B Common Stock will be made in New
York, New York on or about , 1996.
------------------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
------------------------
The date of this Prospectus Supplement is , 1996.
2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS B COMMON
STOCK AND THE WARRANTS TO PURCHASE CLASS B COMMON STOCK AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
RECENT DEVELOPMENTS
America West Airlines, Inc. (the "Company" or "America West") recently
reported record 1995 operating and pretax income of $154.7 million and $108.4
million, respectively. The Company also reported net income for 1995 of $53.8
million or $1.15 per share on a fully diluted basis, on revenues of
approximately $1.6 billion. The 1995 results included a $10.5 million pretax
restructuring charge. America West's operating margin of 10.0% for 1995 was the
highest among major full-service U.S. airlines. Beginning with the first quarter
of 1993, the Company has achieved 12 consecutive quarters of profitability.
The financial data for the three months ended December 31, 1995 and 1994
and the year ended December 31, 1995 set forth below are derived from unaudited
financial statements and in the opinion of management contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly
the information therein, and the information for the periods January 1 to August
25, 1994 and August 26 to December 31, 1994 has been derived from the Company's
audited financial statements. The 1995 financial data set forth below represent
preliminary unaudited results. Statements of operations data subsequent to
August 25, 1994 and balance sheet data as of December 31, 1994 and 1995 reflect
the adoption by the Company of fresh start reporting upon consummation of the
Company's reorganization and are not prepared on a basis of accounting
consistent with prior data. References to "Predecessor Company" refer to the
Company's operations prior to its reorganization.
REORGANIZED COMPANY | PREDECESSOR
---------------------------------------------------------- | COMPANY
| ------------
THREE MONTHS ENDED PERIOD FROM | PERIOD FROM
DECEMBER 31, YEAR ENDED AUGUST 26 TO | JANUARY 1 TO
------------------------- DECEMBER 31, DECEMBER 31, | AUGUST 25,
1995 1994 1995 1994 | 1994(1)
---------- ---------- ------------ ------------ | ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS AND OPERATING DATA)
|
STATEMENTS OF OPERATIONS DATA: |
Operating revenues.................................... $ 396,309 $ 342,451 $1,550,642 $ 469,766 | $ 939,028
Operating income...................................... 22,720(2) 30,535 154,732(2) 38,871 | 107,506
Income (loss) before income taxes and |
extraordinary items................................. 13,100 16,693 108,378 19,736 | (201,209)
Income (loss) before extraordinary items.............. 5,988 6,628 54,770 7,846 | (203,268)
Extraordinary items(3)................................ -- -- (984) -- | 257,660
Net income............................................ 5,988(2) 6,628 53,786(2) 7,846 | 54,392
Earnings per share(4): |
Primary............................................. .13 .15 1.16 .17 | 1.99
Fully diluted....................................... .12(2) .15 1.15(2) .17 | 1.41
BALANCE SHEET DATA (AT END OF PERIOD): |
Working capital deficiency............................ $ (80,416) $ (47,927) $ (80,416) $ (47,927) | $ (163,572)
Total assets.......................................... 1,598,709 1,545,092 1,598,709 1,545,092 | 1,053,780
Long-term debt, less current maturities(5)............ 373,964 465,598 373,964 465,598 | 597,839
Total stockholders' equity (deficiency)............... 649,472 595,446 649,472 595,446 | (286,395)
OPERATING DATA: |
Available seat miles (in millions).................... 4,919 4,621 19,421 6,424 | 11,636
Revenue passenger miles (in millions)................. 3,277 2,872 13,313 3,972 | 8,261
Passenger load factor (%)............................. 66.6 62.2 68.5 61.8 | 71.0
Yield per revenue passenger mile (cents).............. 11.27 11.11 10.91 11.02 | 10.68
Passenger revenue per available seat mile (cents)..... 7.51 6.91 7.48 6.81 | 7.58
Operating cost per available seat mile (cents)........ 7.60(6) 6.75 7.19(6) 6.71 | 7.15
Full time equivalent employees (at end of period)..... 8,712 10,715 8,712 10,715 | 10,849
- ---------------
(1) Includes net expenses of $273.7 million incurred by the Predecessor Company
in connection with the Company's reorganization.
(2) Costs associated with the Company's recent outsourcing of its heavy aircraft
maintenance resulted in a pretax restructuring charge of approximately $10.5
million, or $6.5 million after tax, resulting in a $.14 reduction in
earnings per share (on a fully diluted basis).
(3) Includes (i) an extraordinary loss of $984,000 (or $.02 per share on a
primary and fully diluted basis) in 1995 resulting from the exchange of debt
by the Company and (ii) an extraordinary gain of $257.7 million in 1994
resulting from the discharge of indebtedness pursuant to the consummation of
the Company's plan of reorganization.
(4) Historical per share data for the Predecessor Company are not meaningful
since the Company has been recapitalized and has adopted fresh start
reporting as of August 25, 1994.
(5) Includes certain balances reported as "Estimated Liabilities Subject to
Chapter 11 Proceedings" for the Predecessor Company.
(6) Restructuring costs associated with the Company's outsourcing of its heavy
aircraft maintenance resulted in an increase in cost per available seat mile
of $.21 for the three months ended December 31, 1995 and $.05 for the year
ended December 31, 1995.
S-2
3
THE OFFERING
Class B Common Stock Offered by the Selling Securityholders.... 6,100,000 shares(1)
Class A Common Stock Outstanding............................... 1,200,000 shares(2)
Class B Common Stock Outstanding............................... 44,141,330 shares(3)
----------------------
Total Common Stock Outstanding............................ 45,341,330 shares(3)
Warrants Outstanding........................................... 10,380,286(2)
Listing........................................................ New York Stock Exchange
Class B Common Stock Trading Symbol............................ "AWA"
Use of Proceeds................................................ The Company will not receive any
proceeds from the Offering.
- ---------------
(1) Assumes the Underwriters' over-allotment option is not exercised.
(2) As of December 31, 1995.
(3) As of December 31, 1995. Excludes 12,580,619 shares of Class B Common Stock
reserved for issuance upon exercise of outstanding Warrants and options.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Class B
Common Stock by the Selling Securityholders.
SELLING SECURITYHOLDERS
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Securityholders as of the
date of this Prospectus Supplement and as adjusted to reflect the sale of the
Class B Common Stock offered hereby (assuming no exercise of the Underwriters'
over-allotment option). See "Principal Stockholders" and "Selling
Securityholders" in the accompanying Prospectus.
CLASS A & B CLASS A & B
COMBINED CLASS B COMBINED
CLASS B CLASS B VOTING CLASS B COMMON STOCK VOTING
CLASS A COMMON COMMON STOCK PERCENTAGE COMMON PERCENT PERCENTAGE
COMMON STOCK OWNED PERCENT OWNED BEFORE STOCK OFFERED OWNED AFTER AFTER
STOCK OWNED BEFORE OFFERING(1) BEFORE OFFERING(1) OFFERING(1)(2) HEREBY OFFERING(1)(3) OFFERING(1)(2)(3)
----------- ------------------ ------------------ -------------- -------------- -------------- -----------------
TPG
Partners,
L.P.(3).. 642,078 5,739,480 12.6% 35.8% 2,072,567 7.9% 36.9%
TPG
Parallel I,
L.P.(3) .. 64,699 578,338 1.3% 3.7% 208,843 * 3.8%
Air Partners
II,L.P.(3) . 67,718 605,330 1.4% 3.8% 218,590 * 3.9%
Continental
Airlines,
Inc.(3)... 325,505 2,311,094 5.1% 17.7% 1,100,000(4) 2.9%(4) 12.9%(4)
Mesa Air
Group,
Inc..... 100,000 2,985,239 6.6% 7.6% 1,500,000(4) 3.3%(4) 6.2%(4)
Lehman
Brothers
Holdings
Inc. ... -- 3,844,768 8.7% 3.7% 1,000,000 6.4% 2.7%
--------------
Total... 6,100,000
===========
- ------------------
* Less than 1%.
(1) Includes shares of Class B Common Stock issuable upon exercise of
outstanding Warrants held by the Selling Securityholders.
(2) Each share of Class A Common Stock is entitled to 50 votes.
(3) Concurrent with the consummation of the Offering, Continental Airlines, Inc.
("Continental") is expected to exchange 80,926 shares of Class A Common
Stock held by it for an equal number of shares of Class B Common Stock held
by TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P. (in
the amounts of 67,090, 6,760 and 7,076, respectively) (the "Firm Shares
Exchange"). If the Underwriters' over-allotment option is exercised in full,
Continental is expected to exchange an additional 86,010 shares of Class A
Common Stock held by it for an equal number of shares of Class B Common
Stock held by TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II,
L.P. (in the amounts of 71,305, 7,185 and 7,520, respectively) (the "Option
Shares Exchange"). The columns "Class B Common Stock Percent Owned After
Offering" and "Class A & B Combined Voting Percentage After Offering" assume
the Firm Shares Exchange (but not the Option Shares Exchange) is
consummated. In connection with the Offering, Continental will waive its
right of first refusal to purchase the Class B Common Stock offered by TPG
Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P.
(4) Continental and Mesa Air Group Inc. have granted the Underwriters an option
to purchase an additional 258,030 and 351,970, respectively, shares of Class
B Common Stock solely to cover over-allotments, if any.
S-3
4
UNDERWRITING
Subject to the terms and conditions set forth in the Purchase Agreement
(the "Purchase Agreement") among the Company, the Selling Securityholders and
each of the underwriters named below (the "Underwriters"), the Selling
Securityholders have severally agreed to sell to each of the Underwriters, and
each of the Underwriters, for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Donaldson, Lufkin & Jenrette Securities
Corporation and Lehman Brothers Inc. are acting as representatives (the
"Representatives"), has severally agreed to purchase from the Selling
Securityholders the number of shares of Class B Common Stock set forth below
opposite their respective names. The Underwriters are committed to purchase all
of such shares if any are purchased. Under certain circumstances, the
commitments of non-defaulting Underwriters may be increased as set forth in the
Purchase Agreement.
UNDERWRITERS NUMBER OF SHARES
----------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated........................................
Donaldson, Lufkin & Jenrette Securities Corporation..............
Lehman Brothers Inc..............................................
----------------
Total............................................. 6,100,000
=============
The Representatives have advised the Company and the Selling
Securityholders that the Underwriters propose to offer the shares of Class B
Common Stock to the public initially at the public offering price set forth on
the cover page of this Prospectus Supplement and to certain dealers at such
price less a concession not in excess of $ per share. The Underwriters
may allow, and such dealers may reallow, a discount not in excess of $
per share on sales to certain other dealers. After the commencement of the
Offering, the public offering price, concession and discount may be changed.
Continental and Mesa have granted the Underwriters an option, exercisable
by the Representatives, to purchase up to 258,030 and 351,970, respectively,
additional shares of Class B Common Stock at the public offering price less the
underwriting discount. Such option, which expires 30 days after the date of this
Prospectus, may be exercised solely to cover over-allotments. To the extent the
Representatives exercise such option, each of the Underwriters will be
obligated, subject to certain conditions, to purchase approximately the same
percentage of the option shares as the number of shares to be purchased
initially by that Underwriter bears to the total number of shares to be
purchased initially by the Underwriters.
The Company and the Selling Securityholders have severally agreed to
indemnify the several Underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make in respect thereof.
In connection with the Offering, certain of the Company's officers and
directors and, subject to certain exceptions, the Selling Securityholders have
agreed that, during a period of 90 days from the date of this Prospectus
Supplement, such holders will not, without the prior written consent of Merrill
Lynch, directly or indirectly, offer, sell, grant any option with respect to,
pledge, hypothecate or dispose, synthetically or otherwise, of any Securities
(as defined in the accompanying Prospectus). In addition, the Company has agreed
that, subject to certain exceptions, during a period of 90 days from the date of
this Prospectus Supplement, the Company will not, without the prior written
consent of Merrill Lynch, directly or indirectly, offer, sell, grant any option
with respect to, pledge, hypothecate or dispose, synthetically or otherwise, of
any Securities except for shares of Class B Common Stock issued upon the
exercise of options granted under the Company's incentive equity plan, upon
exercise of Warrants or upon conversion of shares of Class A Common Stock for
shares of Class B Common Stock.
S-4
5
LEGAL MATTERS
The validity of the shares of Class B Common Stock offered hereby have been
passed upon for the Company by Andrews & Kurth L.L.P., Houston, Texas. Certain
legal matters will be passed upon for the Underwriters by Skadden, Arps, Slate,
Meagher & Flom, Los Angeles, California.
S-5
6
======================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SECURITYHOLDERS OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY STATEMENT MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, THE CLASS B COMMON STOCK IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
---------------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Recent Developments................... S-2
The Offering.......................... S-3
Use of Proceeds....................... S-3
Selling Securityholders............... S-3
Underwriting.......................... S-4
Legal Matters......................... S-5
PROSPECTUS
Available Information................. 2
Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 11
Price Range of Class B Common Stock
and Warrants........................ 11
Dividend Policy....................... 11
Capitalization........................ 12
Selected Financial Data............... 13
Management's Discussion and Analysis
of Financial Condition and
Results of Operations............... 14
Business.............................. 23
Management............................ 32
Certain Transactions.................. 39
Principal Stockholders................ 40
Selling Securityholders............... 43
Description of Capital Stock.......... 44
Description of Warrants............... 47
Plan of Distribution.................. 48
Legal Matters......................... 49
Experts............................... 50
Index to Financial Statements......... Q-1
======================================================
======================================================
6,100,000 SHARES
AMERICA WEST AIRLINES
CLASS B COMMON STOCK
---------------------------
PROSPECTUS SUPPLEMENT
---------------------------
MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
, 1996
======================================================