UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 2, 2005 (May 27, 2005)
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
__________________________
AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
__________________________
Delaware 1-12649 86-0847214
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
111 West Rio Salado Parkway, Tempe, Arizona 85281
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(480) 693-0800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
__________________________
AMERICA WEST AIRLINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
__________________________
Delaware 0-12337 86-0418245
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
4000 E. Sky Harbor Boulevard, Phoenix, Arizona 85034-3899
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(480) 693-0800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into A Material Definitive Agreement.
Investment Agreement
On May 27, 2005, America West Holdings Corporation, a Delaware
corporation ("America West Holdings") and US Airways Group, Inc., a Delaware
corporation ("US Airways Group") entered into an Investment Agreement (the
"Investment Agreement"), with Wellington Management Company, LLP, a large,
Boston-based investment management firm, on behalf of the investors listed on
Schedule 1 of the Investment Agreement for which it acts as investment advisor
(the "Investors"). The Investment Agreement contains terms substantially the
same as the investment agreements previously entered into by America West
Holdings and US Airways Group and certain investors on May 19, 2005 (the "May
19 Agreements") and described on the Form 8-K filed by America West Holdings
on May 25, 2005. The transactions contemplated by the Investment Agreement are
expected to be consummated simultaneously with the closing under the Agreement
and Plan of Merger (the "Merger Agreement") entered into on May 19, 2005
between America West Holdings, US Airways Group and Barbell Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of US Airways Group. The
Merger Agreement provides that, upon the terms and subject to the conditions
set forth in the Merger Agreement, Barbell Acquisition Corp. will merge with
and into America West Holdings (the "Merger"), with America West Holdings
continuing as the surviving corporation. The Investment Agreement provides
that, upon the terms and subject to the conditions set forth in the Investment
Agreement, US Airways Group will sell to the Investors and the Investors will
purchase, shares of US Airways Group common stock for a per share purchase
price of $16.50 and an aggregate purchase price of $150 million, payable in
cash.
The Investors, together with the investors who entered into the May 19
Agreements, have made equity commitments of $500 million in the aggregate. It
is anticipated that upon the consummation of the Merger, based upon certain
assumptions, the Investors, together with the investors who entered into the
May 19 Agreements will hold an aggregate of approximately 49% of the total
outstanding shares of US Airways Group common stock, the shareholders of
America West Holdings as of the effective time of the Merger will hold an
aggregate of approximately 39% of the total outstanding shares of US Airways
Group common stock and the stakeholders of US Airways Group as of the
effective time of the Merger will hold an aggregate of approximately 12% of
the total outstanding shares of US Airways Group common stock, in each case,
subject to dilution as a result of any additional equity issuances.
The Investment Agreement contains certain termination rights for US
Airways Group and the Investors. Unlike the May 19 Agreements, the Investment
Agreement does not contain terms that provide that US Airways Group may be
required to pay a termination fee to the Investors upon termination of the
Investment Agreement under specified circumstances.
The Investors will not be entitled to designate any individual to be
appointed to the board of directors of US Airways Group as of the effective
time of the Merger.
A copy of the Investment Agreement is attached hereto as Exhibit 10.1
and is incorporated herein by reference. The description of the Investment
Agreement is qualified in its entirety by reference to the full text of the
Investment Agreement.
The Investment Agreement contemplates that at the closing thereunder,
the Investors and US Airways Group will enter into the Stockholders Agreement
along with the investors who entered into the May 19 Agreements. The
Stockholders Agreement will provide that, subject to certain exceptions, the
Investors will agree not to transfer any of the shares of US Airways Group
Common Stock acquired pursuant to the Investment Agreement until six months
following the closing under the Investment Agreement and that US Airways Group
will provide certain customary registration rights to the Investor. A copy of
the form of Stockholders Agreement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The description of the Stockholders
Agreement is qualified in its entirety by reference to the full text of the
Stockholders Agreement.
* * *
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 and US Airways Group (together,
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 Holdings 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 Group 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 Holdings 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 transaction, a registration statement,
including a proxy statement of America West Holdings, and other materials will
be filed with the Securities and Exchange Commission (the "SEC"). WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE
OTHER 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 (when
available) as well as other filed documents containing information about US
Airways Group and America West Holdings at http://www.sec.gov, the SEC's
website. Free copies of America West Holdings' SEC filings are also available
on America West Holdings' 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 22224.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be 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 Holdings, 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 Holdings' stockholders with
respect to the proposed transaction. Information regarding the officers and
directors of America West Holdings 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, will be set forth in
the registration statement and proxy statement and other materials to be filed
with the SEC in connection with the proposed transaction.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
10.1 Investment Agreement, dated May 27, 2005, among Wellington Management
Company, LLP, America West Holdings Corporation and U.S. Airways Group,
Inc.
99.1 Form of Stockholders Agreement, among ACE Aviation Holdings, Par
Investment Partners, L.P., Peninsula Investment Partners, L.P.,
Eastshore Aviation, LLC and U.S. Airways Group, Inc. (incorporated by
reference to Exhibit 99.2 to the Form 8-K filed on May 25, 2005).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, America West Holdings Corporation has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
America West Holdings Corporation
Dated: June 2, 2005 By: /s/ Derek J. Kerr
--------------------------
Derek J. Kerr
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, America West Airlines, Inc. has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
America West Airlines, Inc.
Dated: June 2, 2005 By: /s/ Derek J. Kerr
--------------------------
Derek J. Kerr
Senior Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.1 Investment Agreement, dated May 27, 2005, among Wellington Management
Company, LLP, America West Holdings Corporation and U.S. Airways Group,
Inc.
99.1 Form of Stockholders Agreement, among ACE Aviation Holdings, Par
Investment Partners, L.P., Peninsula Investment Partners, L.P.,
Eastshore Aviation, LLC and U.S. Airways Group, Inc. (incorporated by
reference to Exhibit 99.2 to the Form 8-K filed on May 25, 2005).