UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 9, 2005 (September 2, 2005)
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
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AMERICA WEST HOLDINGS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
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AMERICA WEST AIRLINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
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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 2, 2005, US Airways Group, Inc., issued a press release
relating to certain of its proceedings in the U.S. Bankruptcy Court for the
Eastern District of Virginia. A copy of US Airways Group, Inc.'s press release
is filed as Exhibit 99.1 hereto.
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
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99.1 News release dated September 2, 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 9, 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 9, 2005 By: /s/ Derek J. Kerr
Derek J. Kerr
Senior Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 News release dated September 2, 2005