-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V6BtczDC7kOxIniQfND+Heu1dGR55vOTZKAmp/3KNyDvFhY+6ZK3MQ/VL+yWJAx7 HRsjwe9nUXVvrhiAON/Isg== 0000950123-94-000965.txt : 19970827 0000950123-94-000965.hdr.sgml : 19970827 ACCESSION NUMBER: 0000950123-94-000965 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940523 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST AIRLINES INC CENTRAL INDEX KEY: 0000706270 STANDARD INDUSTRIAL CLASSIFICATION: 4512 IRS NUMBER: 860418245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34444 FILM NUMBER: 94529882 BUSINESS ADDRESS: STREET 1: 100 WEST WASHINGTON STREET STREET 2: SUITE 2100 CITY: PHOENIX STATE: AZ ZIP: 85003 BUSINESS PHONE: 6026930800 MAIL ADDRESS: STREET 1: 400 EAST SKY HARBOR BOULEVARD CITY: PHOENIX STATE: AZ ZIP: 85034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS INC// CENTRAL INDEX KEY: 0000728586 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 132518466 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2122982000 MAIL ADDRESS: STREET 1: 2 WORLD TRADE CENTER STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON INC /DE/ DATE OF NAME CHANGE: 19900828 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS INC /DE/ DATE OF NAME CHANGE: 19880323 SC 13D 1 LEHMAN BROTHERS INC./AMERICA WEST AIRLINES INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMERICA WEST AIRLINES INC. (Name of Issuer) Common Stock, par value $.25 per share (Title of Class of Securities) 023650104 (CUSIP Number) Karen C. Manson Secretary Lehman Brothers Inc. 2 World Trade Center, 15th Floor New York, New York 10048 (212) 528-5772 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) May 11, 1994 (Date of Event which Required Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /X/. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). - 1 - 2 SCHEDULE 13D CUSIP NO. 441840105000 1. Name of Reporting Person S.S. or I.R.S. No. of Above Person Lehman Brothers Inc. 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) / / (b) / / 3. SEC Use Only 4. Source of Funds (see instructions) WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / X / 6. Citizenship or Place of Organization Delaware 7. Number of Shares Beneficially Owned by Each Reporting Person with Sole Voting Power 2,503,501 8. Number of Shares Beneficially Owned by Each Reporting Person with Shared Voting Power 2,332,000 9. Number of Shares Beneficially Owned by Each Reporting Person with Sole Dispositive Power 2,503,501 - 2 - 3 10. Number of Shares Beneficially Owned by Each Reporting Person with Shared Dispositive Power 2,332,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,837,701 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) / / 13. Percent of Class Represented by Amount in Row (11) 17.38% 14. Type of Reporting Person (see instructions) BD, CO - 3 - 4 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the Common Stock, par value $.25 per share (the "Common Stock"), of America West Airlines Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 4000 East Sky Harbor Boulevard, Phoenix, Arizona 85034. The Company is currently operating as a debtor-in- possession under Chapter 11 of the United States Bankruptcy Code. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of the following entity (the "Reporting Person"): Lehman Brothers Inc., a Delaware corporation 3 World Financial Center 200 Vesey Street New York, N.Y. LB is a full-line securities firm. . The following entity is a control person (the "Control Person") of the Reporting Persons: Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings") 3 World Financial Center 200 Vesey Street New York, N.Y. Holdings through its domestic and foreign subsidiaries is a full-line securities firm. It is the immediate parent of the Reporting Person. As of the date hereof, American Express Company ("AMEX") beneficially owns all of the common stock of Holdings. However, AMEX is distributing all of such common stock to its shareholders as a common stock dividend. Such dividend was declared on April 29, 1994 and is payable on May 31, 1994. Therefore neither AMEX nor the Reporting Person considers AMEX a control person of the Reporting Person. The names, residence or business addresses, citizenships and present principal occupations or employment of the executive officers and directors of the Reporting Person and the Control Person are set forth in Appendix A hereto. Except as stated in Appendix B hereto, none of the Reporting Person, or, to the best knowledge of the Reporting Person, the Control Person or any of the persons listed in - 4 - 5 Appendix A hereto has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION. All Company securities owned by the Reporting Person were acquired with working capital and any additional Company securities to be acquired pursuant to the Lehman Subscription Agreement referred to below in Item 6 will be acquired with working capital. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Person holds 2,322,000 shares of Common Stock for investment purposes. Of such amount 523,000 shares were originally acquired for investment purposes and 1,799,000 shares were originally acquired in and transferred from a market making account. Securities to be acquired pursuant to the Lehman Subscription Agreement referred to in Item 6 below will be acquired for investment purposes. All other Company equity securities held by the Reporting Person were acquired by the Reporting Person in the ordinary course of its business as a market maker of said securities. The Reporting Person has heretofore reported its beneficial ownership of shares of the Company's Common Stock on a Schedule 13G. However, because the transaction contemplated by the Lehman Subscription Agreement may be deemed to be in connection with the change in control of the Company, the Reporting Person has elected to convert its filing to a Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of May 20, 1994, the Reporting Person is the beneficial owner of 2,324,200 shares of Common Stock of the Company, 2,332,000 for investment purposes and 2,200 for market making purposes. In addition, as of May 20, 1994, the Reporting Person has the right to acquire approximately 2,503,501 shares of Common Stock through the conversion of the Company's 7.5%, 7.75% and 11% Convertible Subordinated Debentures. Total beneficial ownership of Common Stock by the Reporting Person and, to their knowledge, by the Control Person and persons listed in Appendix A hereto is set forth in Appendix C hereto. The Reporting Person also acquired and holds the Kawasaki Priority Facility creditor's claim (subject to participated interests). 15% of the principal amount of this claim will be treated as an unsecured claim and upon approval of a plan of reorganization holders of this percentage of the claim will receive what such plan gives to unsecured creditors. Under the proposed plan or reorganization unsecured creditors would receive common stock. (b) As set forth in Item 6, the Reporting Person has entered into the Lehman Subscription Agreement, and pursuant thereto has certain understandings regarding the Common Stock with AmWest Partners L.P. ("AmWest"). As a result, AmWest may be deemed to have shared power to vote or shared power to dispose of 2,322,000 shares of the Common Stock of the Company which are owned by the Reporting Person, representing approximately 9.18% of the 25,294,870 shares of the Common Stock reported to be outstanding as of April 30, 1994 in the Company's Form 10-Q for the quarterly period ended - 5 - 6 March 31, 1994. The Reporting Person disclaims that it and AmWest comprise a group within the meaning of Section 13(d) (3) of the Securities Exchange Act of 1934. (c) Except as described above and purchases and sales in the ordinary course of its market making business, there were no purchases and sales of Common Stock effected during the past 60 days by the Reporting Person or, to their knowledge, the Control Person or any person listed in Appendix A hereto. (d) Except as described above, neither the Reporting Person nor, to their knowledge, the Control Person or any of the persons listed in Appendix A hereto knows of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On May 11, 1994, AmWest and the Reporting Person entered into a Subscription Agreement (the "Lehman Subscription Agreement"), dated as of such date. The following is a brief description of certain provisions of the Lehman Subscription Agreement and transactions which may be deemed in connection with a change of control, and is qualified in its entirety by reference to such agreement. The Reporting Person believes, based on information provided by AmWest that, on April 21, 1994, AmWest and the Company entered into the Third Revised Investment Agreement, dated as of April 21, 1994, between AmWest and the Company (the "Investment Agreement") pursuant to which AmWest has agreed, in connection with and as a part of a proposed joint plan of reorganization of the Company (the "Plan") and subject to the satisfaction or waiver of certain conditions (including confirmation of the Plan by the United States Bankruptcy Court for the District of Arizona), to acquire certain voting securities, debt securities and warrants of the reorganized comapany ("New America West"). Under the Investment Agreement, AmWest has the right to assign (in whole or in part) its right to acquire such securities and warrants to other parties. It is the understanding of the Reporting Person that, if the transactions contemplated by the Investment Agreement are successfully completed, AmWest will own a controlling interest in New America West and that the Investment Agreement contemplates that the board of directors, charter and by-laws of New America West will be different from those of the Company. Pursuant to the Lehman Subscription Agreement, the Reporting Person has agreed to accept an assignment from AmWest of certain of its rights under the Investment Agreement and the Third Revised Interim Procedures Agreement, dated April 21, 1994, - 6 - 7 between AmWest and the Company (the "Procedures Agreement"), including the right to purchase certain securities of the reorganized company ("New America West") to result upon the emergence of the Company from bankruptcy. Also pursuant to the Lehman Subscription Agreement, unless AmWest directs it to do otherwise, the Reporting Person has agreed to purchase all shares of Class B Common of New America West to which it would be entitled under the Plan, if approved, pursuant to the Investment Agreement, in respect of the 2,322,000 shares of Common Stock owned by it which are subject to the Lehman Subscription Agreement, and has agreed to sell, on the Effective Date, all such purchased shares to AmWest at the price paid therefor by the Reporting Person. In addition, the Reporting Person has agreed to purchase from the Company a percentage of the Class B Common Stock which AmWest may be required to purchase pursuant to the the terms of the Investment Agreement at the same price as the purchase and sale referred to in the preceding sentence. The Reporting Person has also covenanted and agreed in the Lehman Subscription Agreement that for a specified period it will (i) support in all material respects AmWest's proposed investment in New America West, (ii) make all elections to acquire securities of New America West permitted to be made pursuant to the provisions of the Investment Agreement in respect of the 2,322,000 shares of Common Stock of the Company owned by it, (iii) not support any competing proposals to acquire all or any material interest in the business, stock or assets of New America West and (iv) not sell, assign, pledge or otherwise transfer any shares of the 2,322,000 shares of Common Stock owned by it without the prior written consent of AmWest. With the exception of the Lehman Subscription Agreement described herein, there are no understandings, agreements, or arrangements between AmWest and the Reporting Person with respect to the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The Investment Agreement, the Procedures Agreement and the Lehman Subscription Agreement which were filed with the Securities and Exchange Commission as exhibits to the Schedule 13D dated May 16, 1994 filed by AmWest and TPG Partners, L.P. are hereby incorporated by reference. - 7 - 8 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 20, 1994 LEHMAN BROTHERS INC. BY: /s/ Karen C. Manson --------------------- Name: Karen C. Manson Title: Secretary - 8 - 9 APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSON AND CONTROL PERSON REPORTING PERSON Directors: Roger S. Berlind USA Berlind Productions 10 East 53rd Street 30th Floor New York, New York Private Investor Philip Caldwell USA Lehman Brothers Inc. 3 World Financial Center 19th Floor New York, New York 10285 Richard S. Fuld, Jr. USA Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Chairman and Chief Executive Officer of Lehman Brothers Inc. Harvey Golub USA The American Express Company 3 World Financial Center 51st Floor New York, New York 10285 Chairman, President and Chief Executive Officer of American Express Company John R. Laird USA Lehman Brothers Inc. 3 World Financial Center 19th Floor New York, New York 10285 Inside Director of Lehman Brothers Inc. - 9 - 10 Sherman R. Lewis, Jr. USA Lehman Brothers Inc. 3 World Financial Center 16th Floor New York, New York 10285 Vice Chairman of Lehman Brothers Holdings David Marcus USA Lehman Brothers Inc. 3 World Financial Center 19th Floor New York, New York 10285 Managing Director and General Counsel of Lehman Brothers Inc. Robert Matza USA Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Managing Director and Chief Financial Officer of Lehman Brothers Inc. T. Chrisopher Pettit USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 President and Chief Operating Officer of Lehman Brothers Malcolm Wilson USA Kent, Hazzard, Jaeger, Greer, Wilson & Fay 50 Main Street White Plains, New York 10606-1920 Counsel to Kent, Hazzard, Jaeger, Greer, Wilson & Fay Executive Officers who are not Directors: T. Anthony Brooks USA - 10 - 11 Managing Director Lehman Brothers Inc. 3 World Financial Center, 6th Floor New York, NY 10285 Jeremiah M. Callaghan USA Managing Director Lehman Brothers Inc. 3 World Financial Center, 8th Floor New York, NY 10285 James A. Carbone USA Managing Director Lehman Brothers Inc. 3 World Financial Center, 9th Floor New York, NY 10285 John L. Cecil USA Chief Administrative Officer Lehman Brothers Inc. 3 World Financial Center, 8th Floor New York, NY 10285 Ronald L. Gallitin USA Managing Director Lehman Brothers Inc. 3 World Financial Center, 10th Floor New York, NY 10285 Robert E. Genirs USA Managing Director Lehman Brothers Inc. 3 World Financial Center, 10th Floor New York, NY 10285 Joseph M. Gregory USA Managing Director Lehman Brothers Inc. 3 World Financial Center, 9th Floor New York, NY 10285 - 11 - 12 Bruce R. Lakefield USA Managing Director Lehman Brothers Inc. 3 World Financial Center 7th Floor New York, New York 10285 Stephen M. Lessing USA Managing Director Lehman Brothers Inc. 3 World Financial Center 9th Floor New York, New York 10285 Robert Matza USA Managing Director and Chief Financial Officer Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Thomas A. Russo USA Managing Director Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 Mel A. Shaftel USA Managing Director Lehman Brothers Inc. 3 World Financial Center 18th Floor New York, New York 10285 Steven Spiegel USA Managing Director Lehman Brothers Inc. - 12 - 13 3 World Financial Center 7th Floor New York, New York 10285 Thomas H. Tucker USA Managing Director Lehman Brothers Inc. 3 World Financial Center 7th Floor New York, New York 10285 C. Daniel Tyree USA Managing Director Lehman Brothers Inc. 3 World Financial Center 7th Floor New York, New York 10285 Paul D. Williams USA Managing Director Lehman Brothers Inc. 3 World Financial Center 7th Floor New York, New York 10285 CONTROL PERSON Directors: Roger S. Berlind USA Berlind Productions 10 East 53rd Street 30th Floor New York, New York 10028 Private Investor David M. Culver Canada CAI Capital Corporation 3429 Drummond Street - 13 - 14 Suite 200 Montreal, Quebec H3G 1X6 Chairman of CAI Capital Corporation Richard S. Fuld, Jr. USA Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Chairman and Chief Executive Officer of Lehman Brothers Inc. Katsumi Funaki Japan Nippon Life Insurance Company 2-2, Yuraka-cho 1 Chome Chiyoda-ku 100 Tokyo Japan Senior General Manager for International Business of the Finance and Investment Business Office of the Nippon Life Insurance Company Richard M. Furlaud USA Bristol-Meyers Squibb Company 150 East 52nd Street 12th Floor New York, New York 10022 Harvey Golub USA The American Express Company 3 World Financial Center 51st Floor New York, New York 10285 Chairman, President and Chief Executive Officer of American Express Company Sherman R. Lewis, Jr. USA Lehman Brothers Inc. 3 World Financial Center New York, New York 10285 Chairman and Chief Executive Officer of Lehman Brothers Inc. Dina Merrill USA Theo Teryazos - 14 - 15 NY Office-RKO Pavilion 551 Madison Avenue New York, New York 10285 Actress and Private Investor Roger S. Penske USA Penske Corporation 13400 Outer Drive West Detroit, Michigan 48239 President of the Penske Corporation T. Chrisopher Pettit USA Lehman Brothers Inc. 3 World Financial Center 10th Floor New York, New York 10285 President and Chief Operating Officer of Lehman Brothers Masataka Shimasaki Japan Nippon Life Insurance Company 1251 Avenue of the Americas 52nd Floor New York, New York 10020 General Manager for the Americas, Nippon Life Insurance Company Malcolm Wilson USA Kent, Hazzard, Jaeger, Greer, Wilson & Fay 50 Main Street White Plains, New York 10606-1920 Counsel to Kent, Hazzard, Jaeger, Greer, Wilson & Fay Executive Officers who are not Directors: Ronald Gallatin USA Senior Executive Vice President Lehman Brothers Inc. 3 World Financial Center 10th Floor - 15 - 16 New York, New York 10285 David Marcus USA Managing Director and General Counsel Lehman Brothers Inc. 3 World Financial Center 19th Floor New York, New York 10285 Robert Matza USA Managing Director and Chief Financial Officer Lehman Brothers Inc. 3 World Financial Center 6th Floor New York, New York 10285 Michael Milversted USA Managing Director and Treasurer Lehman Brothers Inc. 388 Greenwich Street 8th Floor New York, New York 10013 - 16 - 17 APPENDIX B On May 16, 1988, E.F. Hutton & Co., Inc. ("Hutton"), a company acquired by and merged into the Reporting Person, pleaded guilty to a Federal Information involving a failure to file currency transaction reports with the Internal Revenue Service. The criminal disposition involved three felony counts and resulted in a $1,010,000 fine. The majority of the activities on which the Information is based took place during 1982 and 1983, and none occurred later than August, 1984. All alleged failures to file took place in Hutton's Providence, Rhode Island branch office. The Reporting Person has been involved in a number of civil proceedings which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of a violation of federal or state securities laws. Each of these proceedings was settled by the Reporting Person consenting to the entry of an order without admitting or denying the allegations in the complaint. All of such proceedings are reported and summarized in Schedule D to the Reporting Person's Form BD filed with the Securities and Exchange Commission, which descriptions are hereby incorporated by reference. - 17 - 18 APPENDIX C Beneficial Ownership of Shares of Common Stock, par value $.25 per share, of America West Airlines Inc.
Percentage of Name Amount D/I Common Stock - - --------------------------------------------------- ------------------------------ Lehman Brothers Inc. 4,837,701 D 17.38 Lehman Brothers Holdings Inc. 4,837,701 I 17.38
___________________________ (D) - Direct ownership and indirect ownership of shares held by subsidiaries. (I) - Indirect ownership of shares held by Lehman Brothers Inc. - 18 - -----END PRIVACY-ENHANCED MESSAGE-----