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
September 8, 2005 (September 8, 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 8.01 Other Events.
On September 8, 2005, America West Holdings Corporation ("America West
Holdings") and US Airways Group, Inc. ("US Airways Group") issued a news
release announcing new members for the board of directors of US Airways Group
following confirmation of US Airways Group's Plan of Reorganization and
completion of the planned merger of the two companies.
The Agreement and Plan of Merger dated as of May 19, 2005, as amended
(the "Merger Agreement"), among US Airways Group, America West Holdings and
Barbell Acquisition Corp., provides that the board of directors of US Airways
Group following the completion of the merger will consist of 13 directors and
specifies the method of designation of the various directors. In accordance
with the Merger Agreement, the board of directors of US Airways Group
following confirmation of US Airways Group's Plan of Reorganization and the
completion of the merger is expected to consist of the following individuals,
designated as indicated below:
o W. Douglas Parker, who will serve as Chairman of the Board, as
provided in the Merger Agreement;
o Bruce R. Lakefield, who will serve as Vice Chairman of the Board, as
provided in the Merger Agreement;
o Five directors designated by America West Holdings, who will be
Herbert M. Baum, Richard C. Kraemer, Denise M. O'Leary, Richard P.
Schifter and J. Steven Whisler;
o Three directors designated by US Airways Group, who will be Cheryl G.
Krongard, Hans Mirka and George M. Philip; and
o Three directors designated by the equity investors as follows:
- Richard Bartlett, designated by Eastshore Aviation, LLC;
- Robert A. Milton, designated by ACE Aviation Holdings, Inc.; and
- Edward L. Shapiro, designated by PAR Investment Partners, L.P.
The three individuals designated by the equity investors are expected
to be appointed to the board of directors two business days following the
closing of the merger, in accordance with the stockholders agreement to be
entered into among the equity investors and US Airways Group in connection
with the closing of the merger. All other individuals will become members of
the board of directors immediately upon the effectiveness of the merger and of
US Airways Group's Plan of Reorganization pursuant to the terms of the Merger
Agreement and the Plan of Reorganization. A copy of the news release is filed
as Exhibit 99 to this Form 8-K.
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 business
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 merger transaction, US Airways Group has filed
a Registration Statement on Form S-4 (Registration No. 333-126162), which
includes a proxy statement of America West Holdings, and other documents with
the Securities and Exchange Commission. The proxy statement/prospectus was
mailed to stockholders of America West Holdings after the registration
statement was declared effective by the SEC on August 11, 2005. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND
OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors may obtain free copies of the
registration statement and proxy statement/prospectus as well as other filed
documents containing information about US Airways Group and America West
Holdings at http://www.sec.gov, the SEC's Web site. Free copies of America West
Holdings' SEC filings are also available on America West Holdings' Web site 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 Web site 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 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, is set forth in the registration statement and
proxy statement and other materials filed with the SEC in connection with the
proposed transaction.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
- ------ -----------
99 News release dated September 8, 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: September 8, 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: September 8, 2005 By: /s/ Derek J. Kerr
----------------------------
Derek J. Kerr
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99 News release dated September 8, 2005