================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
----------
Date of Report (Date of earliest event reported): October 18, 2001
SOUTHWEST AIRLINES CO.
(Exact name of registrant as specified in its charter)
TEXAS 1-7259 74-1563240
(State or other jurisdiction (Commission (I.R.S. employee
of incorporation) file number) identification no.)
P.O. Box 36611
2702 Love Field Drive
Dallas, Texas 75235-1611
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, include area code: (214) 792-4000
================================================================================
Item 7. Financial Statements and Exhibits.
The following documents are being filed in connection with, and
incorporated by reference into, the Registration Statement of Southwest Airlines
Co. ("Southwest" or the "Registrant") on Form S-3 (File No. 333-71392), as
declared effective on October 15, 2001, relating to Pass Through Certificates,
Series 2001-1.
Exhibits
Exhibit 1.3 - Underwriting Agreement, dated October 18, 2001, among
Southwest and the Underwriters relating to the
issuance of Pass Through Certificates, Series 2001-1.
Exhibit 4.3 - Form of Trust Supplement No. 2001-1A-1 between
Southwest and the Trustee relating to Pass Through
Certificates, Series 2001-1A-1.
Exhibit 4.4 - Form of Pass Through Trust Certificate, Series
2001-1A-1 (included in Exhibit A to Exhibit 4.3).
Exhibit 4.5 - Form of Trust Supplement No. 2001-1A-2 between
Southwest and the Trustee relating to Pass Through
Certificates, Series 2001-1A-2.
Exhibit 4.6 - Form of Pass Through Trust Certificate, Series
2001-1A-2 (included in Exhibit A to Exhibit 4.5).
Exhibit 4.7 - Form of Trust Supplement No. 2001-1B between
Southwest and the Trustee relating to Pass Through
Certificates, Series 2001-1B.
Exhibit 4.8 - Form of Pass Through Trust Certificate, Series
2001-1B (included in Exhibit A to Exhibit 4.7).
Exhibit 4.9 * - Form of Trust Indenture and Mortgage (N700GS) between
Southwest and the Mortgagee relating to the Equipment
Notes with respect to one Boeing 737-7H4 Aircraft,
Registration No. N700GS.
Exhibit 4.10* - Form of Trust Indenture Supplement No. 1 between
Southwest and the Mortgagee relating to the Equipment
Notes with respect to one Boeing 737-7H4 Aircraft,
Registration No. N700GS (included in Exhibit A to
Exhibit 4.9).
Exhibit 4.11 * - Form of Equipment Notes with respect to Boeing
737-7H4 Aircraft, Registration No. N700GS (included
in Section 2.01 of Exhibit 4.9).
Exhibit 4.12 * - Form of Participation Agreement among Southwest, the
Mortgagee, the Subordination Agent and the Trustee
with respect to one Boeing 737-7H4 Aircraft,
Registration No. N700GS.
-2-
Exhibit 4.13 - Form of Intercreditor Agreement among Southwest, the
Trustee, the Class A-1 and Class A-2 Liquidity
Providers and the Subordination Agent.
Exhibit 4.14 - Form of Revolving Credit Agreement (2001-1A-1)
between the Subordination Agent and the Class A-1
Liquidity Provider relating to Pass Through
Certificates, Series 2001-1A-1.
Exhibit 4.15 - Form of Revolving Credit Agreement (2001-1A-2)
between the Subordination Agent and the Class A-2
Liquidity Provider relating to Pass Through
Certificates, Series 2001-1A-2.
*The financing of each of the identified aircraft pursuant to Pass
Through Certificates is documented separately. Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Registrant has filed the form of the indicated
documents for one of these aircraft only -- specifically, the aircraft with
Registration No. N700GS. The documents for the other aircraft are identical
except for the information identifying the aircraft in question and various
information relating to the principal amounts, interest rates and payment
schedules of the Equipment Notes relating to such aircraft and related Pass
Through Certificates, which information is included in the final Prospectus
Supplement filed with the Securities and Exchange Commission on October 18, 2001
relating to the Prospectus dated October 10, 2001 which is contained in
Southwest's Registration Statement on Form S-3 (File No. 71392) as declared
effective on October 15, 2001.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTHWEST AIRLINES CO.
October 26, 2001 By: /s/ GARY C. KELLY
------------------------------------
Gary C. Kelly
Executive Vice President
and Chief Financial Officer
-4-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
Exhibit 1.3 - Underwriting Agreement, dated October 18, 2001, among
Southwest and the Underwriters relating to the
issuance of Pass Through Certificates, Series 2001-1.
Exhibit 4.3 - Form of Trust Supplement No. 2001-1A-1 between
Southwest and the Trustee relating to Pass Through
Certificates, Series 2001-1A-1.
Exhibit 4.4 - Form of Pass Through Trust Certificate, Series
2001-1A-1 (included in Exhibit A to Exhibit 4.3).
Exhibit 4.5 - Form of Trust Supplement No. 2001-1A-2 between
Southwest and the Trustee relating to Pass Through
Certificates, Series 2001-1A-2.
Exhibit 4.6 - Form of Pass Through Trust Certificate, Series
2001-1A-2 (included in Exhibit A to Exhibit 4.5).
Exhibit 4.7 - Form of Trust Supplement No. 2001-1B between
Southwest and the Trustee relating to Pass Through
Certificates, Series 2001-1B.
Exhibit 4.8 - Form of Pass Through Trust Certificate, Series
2001-1B (included in Exhibit A to Exhibit 4.7).
Exhibit 4.9 * - Form of Trust Indenture and Mortgage (N700GS) between
Southwest and the Mortgagee relating to the Equipment
Notes with respect to one Boeing 737-7H4 Aircraft,
Registration No. N700GS.
Exhibit 4.10* - Form of Trust Indenture Supplement No. 1 between
Southwest and the Mortgagee relating to the Equipment
Notes with respect to one Boeing 737-7H4 Aircraft,
Registration No. N700GS (included in Exhibit A to
Exhibit 4.9).
Exhibit 4.11 * - Form of Equipment Notes with respect to Boeing
737-7H4 Aircraft, Registration No. N700GS (included
in Section 2.01 of Exhibit 4.9).
Exhibit 4.12 * - Form of Participation Agreement among Southwest, the
Mortgagee, the Subordination Agent and the Trustee
with respect to one Boeing 737-7H4 Aircraft,
Registration No. N700GS.
Exhibit 4.13 - Form of Intercreditor Agreement among Southwest, the
Trustee, the Class A-1 and Class A-2 Liquidity
Providers and the Subordination Agent.
-5-
Exhibit 4.14 - Form of Revolving Credit Agreement (2001-1A-1)
between the Subordination Agent and the Class A-1
Liquidity Provider relating to Pass Through
Certificates, Series 2001-1A-1.
Exhibit 4.15 - Form of Revolving Credit Agreement (2001-1A-2)
between the Subordination Agent and the Class A-2
Liquidity Provider relating to Pass Through
Certificates, Series 2001-1A-2.
*The financing of each of the identified aircraft pursuant to Pass
Through Certificates is documented separately. Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Registrant has filed the form of the indicated
documents for one of these aircraft only -- specifically, the aircraft with
Registration No. N700GS. The documents for the other aircraft are identical
except for the information identifying the aircraft in question and various
information relating to the principal amounts, interest rates and payment
schedules of the Equipment Notes relating to such aircraft and related Pass
Through Certificates, which information is included in the final Prospectus
Supplement filed with the Securities and Exchange Commission on October 18, 2001
relating to the Prospectus dated October 10, 2001 which is contained in
Southwest's Registration Statement on Form S-3 (File No. 333-71392).
-6-