-----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, U9OgZcmeBKdkoh8jN1KG76YrVRcvMAJZm7L+9hh+Btl8dzyTqClposZ67pB2OQR0 KMXDpRvkHwsraDeDztfOkQ== 0000319687-96-000017.txt : 19960525 0000319687-96-000017.hdr.sgml : 19960525 ACCESSION NUMBER: 0000319687-96-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960524 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34444 FILM NUMBER: 96572111 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL AIRLINES INC /DE/ CENTRAL INDEX KEY: 0000319687 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 742099724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2929 ALLEN PKWY STE 1513 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 7138345000 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLE EXPRESS AIRLINES INC DATE OF NAME CHANGE: 19890726 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) America West Airlines, Inc. ---------- (Name of Issuer) Class A Common Stock, $.01 par value Class B Common Stock, $.01 par value Warrants to Purchase Class B Common Stock ---------- (Title of Class of Securities) 023650 302 023650 203 023650 112 ---------- (CUSIP Numbers) Jeffery A. Smisek Senior Vice President, General Counsel and Secretary Continental Airlines, Inc. 2929 Allen Parkway, Suite 2010 Houston, Texas 77019 (713) 834-2950 ---------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 20, 1996 ---------- (Date of Event which Requires 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 [ ]. Check the following box if a fee is being paid with the statement [ ]. SCHEDULE 13D CUSIP Nos. 023650 302, 023650 203, 023650 112 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Continental Airlines, Inc. 74-2099724 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 SOLE VOTING POWER CLASS A COMMON STOCK 158,569 CLASS B COMMON STOCK 317,140 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 6,559,906 WARRANTS 4,095,905 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 158,569 CLASS B COMMON STOCK 317,140 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 6,559,906 WARRANTS 4,095,905 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 6,559,906 WARRANTS 4,095,905 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CLASS A COMMON STOCK 100.0% CLASS B COMMON STOCK 13.6% WARRANTS 39.5% 14 TYPE OF REPORTING PERSON CO This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D filed on September 6, 1994, as amended by Amendment No. 1 filed on November 22, 1995, Amendment No. 2 filed on January 30, 1996, Amendment No. 3 filed on February 16, 1996, Amendment No. 4 filed on February 22, 1996 and Amendment No. 5 filed on February 27, 1996 (the "Schedule 13D"), of Continental Airlines, Inc. ("Continental") with respect to the Class A Common Stock, $0.01 par value per share (the "Class A Common"), the Class B Common Stock, $0.01 par value per share (the "Class B Common"), and the Warrants to Purchase Class B Common (the "Warrants") of America West Airlines, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by inserting the following paragraph immediately prior to the final paragraph thereof. On May 20, 1996, Continental and the Company entered into an agreement for Continental to sell to the Company all of Continental's 802,860 Warrants for $6,531,266.10, representing an amount per Warrant equal to (a) the difference between the closing sale price of the Class B Common as reported on the New York Stock Exchange Composite Tape on May 16, 1996 and $12.74 (the exercise price of the Warrants), plus (b) a premium of $1.00 per Warrant. The sale of the Warrants was completed on May 23, 1996. Item 5. Interest in Securities of the Issuer. Items 5(a) and (b) of the Schedule 13D are hereby amended to read in their entirety as follows: (a)-(b) At the date hereof, Continental has the sole power to vote and dispose of 158,569 shares of Class A Common and 317,140 shares of Class B Common. The Class A Common held by Continental represents approximately 13.2% of the 1,200,000 shares of Class A Common outstanding as of April 30, 1996, based on information provided by the Company. The Class B Common held by Continental represents approximately 0.7% of the 44,019,379 shares of Class B Common outstanding as of April 30, 1996, based on information provided by the Company. As set forth in Item 5(d) and 6, the TPG Parties have certain understandings and agreements regarding the voting and disposition of the securities of the Company held by them with GPA Group plc, an Irish public limited company ("GPA"), Continental and Mesa Airlines, Inc., a New Mexico corporation ("Mesa"). As a result of these agreements and understandings, the TPG Parties together with each of GPA, Continental and Mesa comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, and each may be deemed to beneficially own the securities of the Company owned by the others. Information concerning the ownership of Class A Common, Class B Common and Warrants by each of the TPG Parties, GPA and Mesa is contained in separate Schedules 13D, as amended, filed by each of the TPG Parties, GPA and Mesa. On the basis of information contained in the Schedules 13D filed by the TPG Parties, GPA and Mesa, Continental, the TPG Parties, Mesa and GPA, as a group, beneficially own 1,200,000 shares of Class A Common, 2,464,001 shares of Class B Common (excluding 4,095,905 shares of Class B Common purchasable upon the exercise of Warrants), and 4,095,905 Warrants. The aggregate amount of Class A Common beneficially owned by the group represents 100% of the 1,200,000 shares of Class A Common outstanding as of April 30, 1996, based on information provided by the Company. The aggregate amount of Class B Common beneficially owned by the group (excluding shares purchasable upon the exercise of Warrants) represents approximately 5.6% of the 44,019,379 shares of Class B Common outstanding as of April 30, 1996, based on information provided by the Company. The aggregate amount of Warrants beneficially owned by the group represents approximately 42.8% of the 9,569,378 Warrants outstanding as of April 30, 1996, based on information provided by the Company, after giving effect to the cancellation of the Warrants sold by Continental to the Company. Assuming exercise of the Warrants, the aggregate amount of Class B Common and Warrants beneficially owned by the group represents approximately 13.6% of the 48,115,284 shares of Class B Common that would be assumed to be outstanding upon such exercise. Except as described herein, Continental does not have the sole or shared power to vote or the sole or shared power to dispose of any shares of Class A Common, Class B Common or any of the Warrants. To the knowledge of Continental, none of the individuals named in Item 2 has the sole or shared power to vote or the sole or shared power to dispose of any shares of Class A Common, Class B Common or any of the Warrants. Item 7. Material To Be filed as Exhibits. Exhibit 1 -- Warrant Purchase Agreement. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and accurate. Dated: May 23, 1996 CONTINENTAL AIRLINES, INC. By: /s/ Jeffery A. Smisek Name: Jeffery A. Smisek Senior Vice President EX-99 2 EXHIBIT 1 WARRANT PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into as of the 20th day of May, 1996, by and among America West Airlines, Inc., a Delaware corporation ("AWA") and Continental Airlines, Inc., a Delaware corporation ("Warrant Holder"). WITNESSETH: WHEREAS, the Warrant Holder holds 802,860 warrants (collectively, the "Warrants" and, individually, a "Warrant") to purchase shares of Class B Common Stock, par value $.01 per share of AWA (the "Common Stock"), which Warrants were acquired and are held pursuant to the terms of that certain Warrant Certificate dated August 25, 1994 issued in the name of Warrant Holder, and governed by the terms of that certain Warrant Agreement dated as of August 25, 1994, between AWA and the Warrant Agent named therein; WHEREAS, AWA desires to purchase all of the Warrants held by Warrant Holder, and Warrant Holder desires to sell such Warrants to AWA; NOW, THEREFORE, in consideration of the premises and of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows: Section 1. Closing. The Closing (the "Closing") of the transaction contemplated hereby shall occur on Tuesday, May 21, 1996, at 10:00 a.m. at the offices of AWA in Phoenix, Arizona (or as soon thereafter as Warrant Holder receives its Warrant Certificate from GPSF (as defined below), but in no event later than May 24, 1996), or at such other place or such other date or time as all of the parties may agree. Section 2. Actions at Closing. At the Closing, the Warrant Holder shall sell, transfer, convey and deliver to AWA all of such Warrant Holder's right, title and interest in and to the Warrants, and AWA shall acquire the Warrants. Such transfer shall be effected by the execution by the Warrant Holder of an assignment substantially in the form contemplated by the Warrants and delivery of the original certificate for the Warrants. At the Closing, AWA shall pay to the Warrant Holder an aggregate of $6,531,266.10, representing an amount per Warrant equal to (a) the difference between the closing sale price of the Common Stock as reported on the New York Stock Exchange Composite Tape on May 16, 1996, and $12.74 (the exercise price of the Warrant) plus (b) a premium of $1.00 per Warrant ("Purchase Price"). The aggregate Purchase Price shall be paid to Warrant Holder by wire transfer of same day funds to an account of Warrant Holder designated prior to Closing. Section 3. Representations. The Warrant Holder represents and warrants to AWA that it beneficially holds on the date hereof, and will hold at the Closing, the Warrants free and clear of any lien, charge or encumbrance whatsoever (other than the pledge thereof by Warrant Holder to Global Project & Structured Finance Corporation ("GPSF"), which pledge shall be released prior to Closing). Each party represents and warrants to the other that the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary corporate action on its part and are within its corporate power and will not violate its charter, by-laws or any material agreement to which it is a party or by which its assets are bound. Each representation made in this Section 3 shall be deemed to be made again at and as of the Closing. Section 4. Miscellaneous. (a) Notices. Any notice or other communication given in connection with this Agreement shall be in writing and shall be deemed to have been given when delivered by hand to the person to whom such notice or other communication is intended to be given, at the address, indicated next to its signature below. (b) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together with shall constitute and be the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. AMERICA WEST AIRLINES, INC. By: Douglas Parker Title: Senior Vice President and Chief Financial Officer Address: 4000 East Sky Harbor Boulevard Phoenix, AZ 85035 CONTINENTAL AIRLINES, INC. By: Jeffery A. Smisek Title: Senior Vice President Address: 2929 Allen Parkway, Suite 2010 Houston, TX 77019 Attn: General Counsel -----END PRIVACY-ENHANCED MESSAGE-----