-----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, IB/D3i7Z+HgaPs1BN5COR9os33jwSefpE02w5bu8uzkJJOSZZjX6kXKEC46aoyCD U6ds8DhF7erAwnVZAH5Bsw== 0000950153-05-001068.txt : 20050510 0000950153-05-001068.hdr.sgml : 20050510 20050510125108 ACCESSION NUMBER: 0000950153-05-001068 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050510 DATE AS OF CHANGE: 20050510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST AIRLINES INC CENTRAL INDEX KEY: 0000706270 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 860418245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110031 FILM NUMBER: 05815013 BUSINESS ADDRESS: STREET 1: 4000 E SKY HARBOR BLVD STREET 2: STE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6026930800 MAIL ADDRESS: STREET 1: 4000 EAST SKY HARBOR BLVD STREET 2: STE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST HOLDINGS CORP CENTRAL INDEX KEY: 0001029863 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 860847214 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110031-01 FILM NUMBER: 05815012 BUSINESS ADDRESS: STREET 1: 111 WEST RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 4806930800 MAIL ADDRESS: STREET 1: 4000 E SKY HARBOR BLVD STREET 2: C/O AMERICA WEST AIRLINES CITY: PHOENIX STATE: AZ ZIP: 85034 424B3 1 p70608e424b3.htm 424B3 e424b3
 

Filed pursuant to rule 424(b)(3)
Registration No. 333-110031, 333-110031-01

Prospectus

Prospectus Supplement to
Prospectus dated August 20, 2004
America West Airlines, Inc.

Senior Exchangeable Notes due 2023
Guaranteed by America West Holdings Corporation

     This prospectus supplement relates to the resale by the selling securityholders of senior exchangeable notes due 2023 issued by America West Airlines, Inc. and the shares of class B common stock of America West Holdings Corporation issuable upon exchange of the notes. This prospectus supplement should be read in conjunction with the prospectus filed August 20, 2004, which is to be delivered with this prospectus supplement. This prospectus supplement is not complete without, and may not be delivered or used except in connection with, the prospectus, including any amendments to it.

     Consider carefully the risk factors beginning on page 6 of the prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is May 10, 2005.

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     The table and related notes appearing in the prospectus under the heading “Selling Securityholders” are amended by adding the following selling securityholders and related notes:

                                         
    Principal Amount             Shares of Class B        
    at Maturity of             Common Stock     Class B Common Stock  
    Notes Beneficially             Beneficially Owned     Owned Upon  
    Owned and     Exchange Shares     Before the     Completion of the Offering  
Name   Offered(1)     Offered (1)(2)(3)     Offering(4)     Number     Percentage  
Whitebox Convertible Arbitrage Partners, L.P. (30)
   $ 8,500,000       272,323       1,536,953 (31)     1,536,953 (31)     4.3% (32)
Whitebox Intermarket Partners, L.P. (33)
   $ 1,500,000       48,057       –       –       –  

(1)   Our registration of these securities does not necessarily mean that the selling securityholders will sell any or all of the securities. The total principal amount of notes and shares of common stock issuable upon exchange of notes listed in the table may be more than $252,695,000 and 8,095,842 shares, respectively, because certain of the selling securityholders may have sold, transferred or otherwise disposed of all or a portion of their notes in transactions exempt from the registration requirements of the Securities Act since the date on which they provided information regarding their notes for inclusion in this table. The maximum principal amount of notes and number of shares of common stock issuable upon exchange of the notes that may be sold under this prospectus will not exceed $252,695,000 and 8,095,842 shares, respectively.
 
(2)   Figures in this column assume that the selling securityholder will fully exchange the notes for shares of Holdings’ class B common stock held by them.
 
(3)   Pursuant to the terms of the indenture governing the terms of the notes, no fractional shares will be issued upon exchange. Instead of fractional shares, the holders of the notes will receive cash in an amount equal to the same fraction of the closing sale price of the class B common stock as set forth on the New York Stock Exchange on the business day preceding the day the notes are exchanged into shares of class B common stock. Therefore, the total sum of shares listed in this column are less than the total shares of class B common stock being registered pursuant to the registration statement of which this prospectus is a part.
 
(4)   Figures in this column do not include the shares of class B common stock issuable upon exchange of the notes listed in the column to the right.
 
(5)   This selling securityholder is an affiliate of a registered broker-dealer and has advised us that it purchased the notes in the ordinary course of business and, at the time of the purchase of the notes, had no agreements or understandings directly or indirectly with any person to distribute the notes or the underlying shares of class B common stock.
 
(30)   Whitebox Convertible Arbitrage Advisors, LLC is the general partner of this entity. Whitebox Advisors, LLC is the controlling person of Whitebox Convertible Arbitrage Advisors, LLC and Andrew Redleaf, as the managing member, is the controlling person of Whitebox Advisors, LLC.
 
(31)   Represents shares issuable upon conversion of $18,443,439 principal amount of 7.5% convertible notes due 2009 issued by America West Holdings Corporation. Such notes are currently held by Whitebox Convertible Arbitrage Partners, L.P.
 
(32)   Percentage is calculated based on 35,316,871 shares outstanding as of April 25, 2005.
 
(33)   Whitebox Intermarket Advisors LLC is the general partner of this entity. Whitebox Advisors, LLC is the controlling person of Whitebox Intermarket Advisors LLC and Andrew Redleaf, as the managing member, is the controlling person of Whitebox Advisors, LLC. Excludes shares issuable upon conversion of 7.5% convertible notes due 2009 held by Whitebox Convertible Arbitrage Partners, L.P., an affiliate of such entity.

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