8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2004

AMERICA WEST HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State of jurisdiction) 1-12649
(Commission File No.) 86-0847214
(IRS Employer Identification No.)

111 West Rio Salado Parkway
Tempe, Arizona 85281
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (480) 693-0800

AMERICA WEST AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of jurisdiction) 0-12337
(Commission File No.) 86-0418245
(IRS Employer Identification No.)

4000 E. Sky Harbor Boulevard
Phoenix, Arizona 85034-3899
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (480) 693-0800

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
	ITEM 7.01 REGULATION FD DISCLOSURE.
	ITEM 8.01 OTHER EVENTS.
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EX-99.1

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On December 27, 2004, America West Airlines, Inc. (the “Company”), a wholly owned subsidiary of America West Holdings Corporation raised additional capital by financing its Phoenix maintenance facility and flight training center. The flight training center was previously unencumbered, and the maintenance facility became unencumbered earlier this year when the Company refinanced its term loan. Using these two facilities as collateral, the Company, through a wholly owned special purpose entity (the “SPE”), raised $30.8 million through the issuance of a senior secured discount note. The note was issued by the SPE at a discount pursuant to the terms of a senior secured term loan agreement among the Company, the SPE, Heritage Bank, SSB, as administrative agent, Citibank, N.A., as the initial lender, and the other lenders from time to time party thereto. Citibank, N.A. subsequently assigned all of its interests in the note to third party lenders.

     The Company has fully and unconditionally guaranteed the payment and performance of the SPE’s obligations under the note and the loan agreement. The note requires aggregate principal payments of $36 million with principal payments of $1.5 million due on each of the first two anniversary dates and the remaining principal amount due on the fifth anniversary date. The note may be prepaid in full at any time (subject to customary LIBOR breakage costs) and in partial amounts of $1.5 million on the third and fourth anniversary dates. The unpaid principal amount of the note bears interest based on LIBOR plus a margin subject to adjustment based on a loan to collateral value ratio.

     The loan agreement contains customary covenants applicable to loans of this type, including obligations relating to the preservation of the collateral and restrictions on the activities of the SPE. In addition, the loan agreement contains events of default, including payment defaults, cross-defaults to other debt of the SPE, breach of covenants, bankruptcy and insolvency defaults and judgment defaults.

     In connection with this financing, the Company contributed all of its leasehold interests in the maintenance facility and flight training center to the SPE and entered into subleases for the facilities with the SPE at lease rates expected to approximate the interest payments due under the note. In addition, the Company has agreed to make future capital contributions to the SPE in amounts sufficient to cover principal payments and other amounts owing pursuant to the note and the loan agreement.

     The Company completed this financing prior to year end in order to make full use of a waiver granted by the Air Transportation Stabilization Board allowing for a financing of the maintenance facility provided that such financing is completed prior to year-end and the proceeds are used to redeem the Company’s 10 3/4% senior unsecured notes due September 1, 2005.

2

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     See Item 1.01 above.

ITEM 7.01 REGULATION FD DISCLOSURE.

     A copy of the press release announcing the maintenance facility and flight training center financing is furnished herewith as a Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01 OTHER EVENTS.

     On December 27, 2004, the Company called for the redemption on January 26, 2005 of all of its outstanding 10 3/4% senior unsecured notes due September 1, 2005. The senior unsecured notes are being called at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest through the redemption date. On January 26, 2005, interest on the senior unsecured notes will cease to accrue. As of the date hereof, $39.8 million principal amount of the senior unsecured notes are outstanding. U.S. Bank N.A. is the paying agent for the redemption.

     The Company has irrevocably deposited the $30.8 million raised through the maintenance facility and flight training center financing, together with an additional $10.5 million from its operating cash flow, with the trustee for the senior unsecured notes pending the redemption in satisfaction and discharge of certain of its obligations under the indenture for the senior unsecured notes.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press release issued by the Company on December 30, 2004.

3

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: December 30, 2004	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		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: December 30, 2004	By:	/s/ Derek J. Kerr
		Derek J. Kerr
		Chief Financial Officer

4

EXHIBIT INDEX

Exhibit No.	Description
		99.1	Press release issued by the Company on December 30, 2004.

EX-99.1

EXHIBIT 99.1

Contacts: Carlo Bertolini
480/693-5729

FOR IMMEDIATE RELEASE: Thursday, Dec. 30, 2004

AMERICA WEST FINANCES ITS MAINTENANCE FACILITY AND
FLIGHT CENTER

     PHOENIX—America West Airlines (NYSE: AWA), a wholly owned subsidiary of America West Holdings Corporation, today announced it has entered into an agreement to raise additional capital by financing its Phoenix maintenance facility and flight training center. The flight training center was previously unencumbered, and the maintenance facility became unencumbered earlier this year when the airline refinanced its term loan. Using these two facilities as collateral, the airline, on Dec. 27, 2004, raised $30.8 million through the issuance of a senior secured discount note. The new note requires principal payments of $1.5 million on the first two anniversary dates with the remaining principal amount due on the fifth anniversary date. Citigroup Global Markets, Inc. acted as a structuring agent in connection with the financing.

     As part of this transaction, America West called for redemption of all of its outstanding 10.75 percent senior unsecured notes due Sept. 1, 2005. The redemption date is Jan. 26, 2005. The senior unsecured notes will be redeemed at par, which will require a payment of $41.3 million to extinguish the debt. The airline irrevocably deposited the $30.8 million raised through the maintenance facility and flight training center financing, together with an additional $10.5 million from its operating cash flow, with the trustee for the senior unsecured notes. America West has filed additional information about this transaction on Form 8-K with the Securities and Exchange Commission.

     America West’s Chief Financial Officer Derek Kerr stated, “This transaction allows us to extend debt maturities and create additional liquidity. Although we used cash to prepay existing debt, the prepaid debt would have matured in the third quarter of 2005 and this transaction provides approximately $30 million in additional liquidity in the fourth quarter 2005. Today’s announcement provides further evidence that the market continues to support our business plan and our goal to strengthen our balance sheet.”

     America West Holdings Corporation is an aviation and travel services company. Wholly owned subsidiary America West Airlines is the nation’s second largest low-cost carrier with 13,000 employees serving 55,000 customers a day in 96 destinations in the U.S., Canada, Mexico and Costa Rica.

This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties that could cause America West’s
actual results and financial position to differ materially from these statements. The
forward-looking statements include the statements regarding our liquidity and the extension of debt
maturities. These statements are based on the assumption that America West’s loans will not require
prepayment prior to their scheduled maturities and on current projections of America West’s
liquidity. In addition, these forward-looking statements are subject to general risks and
uncertainties applicable to America West and its financial and operational performance, including,
but not limited to, 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; limitations on
our ability to obtain additional financing due to high levels of debt and the financial and other
covenants in our debt instruments; changes in federal and state laws and regulations; changes in
prevailing interest rates and the availability of and terms of financing to fund our business; the
ability to attract and retain qualified personnel; the cyclical nature of the airline industry;
competitive practices in the industry; the impact of changes in fuel prices; relations with
unionized employees generally and the impact and outcome of the labor negotiations and other
factors described from time to time in America West’s publicly available SEC reports. We caution
you that these risks may not be exhaustive. We operate in a continually changing business
environment, and new risks emerge from time to time. America West undertakes no obligation to
publicly update any forward-looking statement to reflect events or circumstances that may arise
after the date of this press release.