-----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, KKxg93kSrGiN9yOmsinsbBvjD9/DKVXdCZKDWNVbPvHSEHBWilfGwNipehdzKi4s JjNfRSP2U6ezXdg7UJ39mA== 0000903423-97-000067.txt : 19970321 0000903423-97-000067.hdr.sgml : 19970321 ACCESSION NUMBER: 0000903423-97-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970320 SROS: NYSE GROUP MEMBERS: AIR PARTNERS II. L.P. GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP 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: 97559841 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: TPG PARTNERS LP CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 STREET 2: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) America West Holdings Corporation(1) America West Airlines, Inc. (2) ------------------- (Name of Issuer) (1) Class A Common Stock, $.01 par value (1) Class B Common Stock, $.01 par value (2) Warrants to Purchase Class B Common Stock of America West Holdings Corporation ---------------------------- (Title of Class of Securities) 023657 10 9 023657 20 8 023650 11 2 -------------- (CUSIP Numbers) Richard J. Cooper, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 1997 -------------- (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. 023657 10 9, 02365 20 8, 023650 11 2 ------------ - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Partners, L.P. 75-2473270 - ----------------------------------------------------------------- 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 780,473 CLASS B COMMON STOCK 1,613,586 WARRANTS 0 NUMBER OF - ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 780,473 CLASS B COMMON STOCK 1,613,586 WARRANTS 0 - ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 - -------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 - --------------------------------------------------------------- 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 7.2% WARRANTS 9.8% - ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ---------------------------------------------------------------- 2 SCHEDULE 13D CUSIP Nos. 023657 10 9, 023657 20 8, 023650 11 2 ------------ - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Parallel I, L.P. 75-2544886 - ----------------------------------------------------------------- 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 78,644 CLASS B COMMON STOCK 162,592 WARRANTS 0 NUMBER OF - ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 78,644 CLASS B COMMON STOCK 162,592 WARRANTS 0 - ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 - -------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 - --------------------------------------------------------------- 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 7.2% WARRANTS 9.8% - ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ---------------------------------------------------------------- 3 SCHEDULE 13D CUSIP Nos. 023657 10 9, 023657 20 8, 023650 11 2 ------------ - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Air Partners II, L.P. 75-2553295 - ----------------------------------------------------------------- 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 TEXAS - ----------------------------------------------------------------- 7 SOLE VOTING POWER CLASS A COMMON STOCK 82,314 CLASS B COMMON STOCK 170,181 WARRANTS 0 NUMBER OF - ------------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 82,314 CLASS B COMMON STOCK 170,181 WARRANTS 0 - ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 - -------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 3,263,768 WARRANTS 799,767 - --------------------------------------------------------------- 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 7.2% WARRANTS 9.8% - ---------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ---------------------------------------------------------------- 4 This amendment No. 8 (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 21, 1996, Amendment No. 5 filed on February 27, 1996, Amendment No. 6 filed on May 30, 1996 and Amendment No. 7 filed on June 18, 1996 (the "Schedule 13D"), of TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners II", and collectively with TPG and TPG Parallel, the "Filing Parties"), with respect to the Class A Common Stock, $0.01 par value per share (the "Class A Common") and the Class B Common Stock, $0.01 par value per share (the "Class B Common") of America West Holdings Corporation, a Delaware corporation ("Holdings"), and the Warrants to Purchase Class B Common (the "Warrants") of America West Airlines, Inc., a Delaware corporation (the "Company"). The Warrants entitle holders to purchase one share of Class B Common at a price of $12.74 per share. All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 1. Security and Issuer Item 1 of the Schedule 13D is hereby amended to read in its entirety as follows: The securities to which this statement relates are (i) the Class A Common Stock, $0.01 par value per share (the "Class A Common") and the Class B Common Stock, $0.01 par value per share (the "Class B Common") of America West Holdings Corporation, a Delaware corporation ("Holdings") and (ii) the Warrants to Purchase Class B Common of America West Airlines, Inc., a Delaware corporation (the "Company"). The Warrants entitle holders to purchase one share of Class B Common at a price of $12.74 per share. According to information provided by the Company, effective as of midnight on December 31, 1996, the Company adopted a holding company form of organizational structure. The holding company reorganization was effected pursuant to an Agreement and Plan of Merger among the Company, Holdings and AWA Merger, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Merger Sub"), which provided for, among other things, the merger ("Merger") of Merger Sub with and into the Company, with the Company as the surviving corporation. By virtue of the Merger, the Company became a wholly owned subsidiary of Holdings and each issued and outstanding share of Class A Common Stock and Class B Common Stock of the Company was converted into one share of Class A Common and Class B Common, respectively, of Holdings. As a result, each holder of the Company's Class A Common Stock and Class B Common Stock became the owner of the same number of 5 shares of Class A Common and Class B Common, respectively, of Holdings as the number of shares of the Company's Class A Common Stock and Class B Common Stock owned by such stockholder prior to the Merger. Also as a result of the Merger, each Warrant, which prior to the effective time of the Merger entitled the holder thereof the purchase one share of the Company's Class B Common Stock, now entitles the holder of such Warrant to purchase one share of Class B Common of Holdings. The Warrants remain an obligation of the Company. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) of the Schedule 13D are hereby amended to read in their entirety as follows: (a) - (b) On March 13, 1997, TPG entered into a Warrant Purchase Agreement with the Company, pursuant to which TPG sold 1,584,915 Warrants to the Company for a total of $11,062,706, representing an amount equal to $6.98 per Warrant. TPG had held 107 of such Warrants as a nominee of Air Partners and 102 of such Warrants as a nominee of TPG Parallel. Such sale is scheduled to close on March 19, 1997. Upon the completion of such sale, TPG will no longer hold any Warrants. A copy of such Warrant Purchase Agreement is attached hereto as Exhibit 2. On March 13, 1997, TPG Parallel entered into a Warrant Purchase Agreement with the Company, pursuant to which TPG Parallel sold 159,580 Warrants to the Company for a total of $1,113,868, representing an amount to equal $6.98 per Warrant. Such sale is scheduled to close on March 19, 1997. Upon the completion of such sale, TPG Parallel will no longer hold any Warrants. A copy of such Warrant Purchase Agreement is attached hereto as Exhibit 3. On March 13, 1997, Air Partners entered into a Warrant Purchase Agreement with the Company, pursuant to which Air Partners sold 167,028 Warrants to the Company for a total of $1,165,855, representing an amount equal to $6.98 per Warrant. Such sale is scheduled to close on March 19, 1997. Upon the completion of such sale, Air Partners will no longer hold any Warrants. A copy of such Warrant Purchase Agreement is attached hereto as Exhibit 4. At the date hereof, TPG has the sole power to vote and dispose of 780,473 shares of Class A Common and 1,613,586 shares of Class B Common. The Class A Common held by TPG represents approximately 65.0% of the 1,200,000 shares of Class A Common outstanding as of February 28, 1997, based on information provided by the Company. The Class B Common held by TPG represents approximately 3.6% of the 44,593,235 shares of Class B Common outstanding as of February 28, 1997, based on information provided by the Company. 6 At the date hereof, TPG Parallel has the sole power to vote and dispose of 78,644 shares of Class A Common and 162,592 shares of Class B Common. The Class A Common held by TPG Parallel represents approximately 6.6% of the 1,200,000 shares of Class A Common outstanding as of February 28, 1997, based on information provided by the Company. The Class B Common held by TPG Parallel represents approximately 0.4% of the 44,593,235 shares of Class B Common outstanding as of February 28, 1997, based on information provided by the Company. At the date hereof, Air Partners II has the sole power to vote and dispose of 82,314 shares of Class A Common and 170,181 shares of Class B Common. The Class A Common held by Air Partners II represents approximately 6.9% of the 1,200,000 shares of Class A Common outstanding as of February 28, 1997, based on information provided by the Company. The Class B Common held by Air Partners II represents approximately 0.4% of the 44,593,235 shares of Class B Common outstanding as of February 28, 1997, based on information provided by the Company. In an amendment to its Schedule 13D filed on June 12, 1996, GPA reported that on May 23, 1996 it closed the sale of all of its 1,384,615 Warrants to the Company for a total of $11,609,996.78, representing an amount per Warrant equal to (a) the difference between a per share price of the Class B Common of $20.125 and $12.74 (the exercise price of the Warrants), plus (b) a premium of $1.00 per warrant. In the same amendment to its Schedule 13D, GPA reported that it no longer any held any Class A Common, Class B Common or Warrants. As a result of, and simultaneously with, such sale, the rights and obligations of GPA under each of the Stockholders' Agreement and the GPA Voting Agreement (other than the obligation for GPA to cause the resignation or removal of its designated director from the Company's board of directors) terminated automatically. Accordingly, the Filing Parties no longer have any understandings and agreements regarding the voting and disposition of the securities of the Company held by them with GPA, and the Filing Parties and GPA no longer comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. As set forth in Items 5(d) and 6 to the Schedule 13D, the Filing Parties have certain understandings and agreements regarding the voting and disposition of the securities of the Company held by them with Continental and Mesa. As a result of these agreements and understandings, the Filing Parties, together with each of 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 Continental and 7 Mesa is contained in separate Schedules 13D (and amendments thereto) filed by each of Continental and Mesa. On the basis of information contained in the Schedules 13D (as amended as of the date hereof) filed by each of Continental and Mesa, the Filing Parties, Continental and Mesa, as a group, beneficially own 1,200,000 shares of Class A Common, 2,464,001 shares of Class B Common, and 799,767 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 February 28, 1997, based on information provided by the Company. The aggregate amount of Class B Common beneficially owned by the group represents approximately 5.5% of the 44,593,235 shares of Class B Common outstanding as of February 28, 1997, based on information provided by the Company. The aggregate amount of Warrants beneficially owned by the group represents approximately 12.8% of the 6,266,384 Warrants outstanding as of February 28, 1997, based on information provided by the Company, after giving effect to the cancellation of Warrants sold to the Company by TPG, TPG Parallel and Air Partners (as reported herein). Assuming exercise of the Warrants, the aggregate amount of Class B Common and Warrants beneficially owned by the group represents approximately 7.2% of the 45,393,002 shares of Class B Common which would be assumed to be outstanding upon such exercise. Except as described herein, none of the Filing Parties has the sole or shared voting 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 the Filing Parties, 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 of any Warrants. (c) Except as stated herein, no transactions in shares of Class A Common, Class B Common or Warrants were effected during the past 60 days by any Filing Party or to the best of their knowledge, any of the individuals identified in Item 2. Item 7. Material to be Filed as Exhibits. Exhibit 1 -- Joint Filing Agreement Exhibit 2 -- TPG Partners Warrant Purchase Agreeement Exhibit 3 -- TPG Parallel Warrant Purchase Agreeement Exhibit 4 -- Air Partners Warrant Purchase Agreeement 8 SIGNATURE 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 accurate. Dated: March 19, 1997 TPG PARTNERS, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien ------------------------ Name: James O'Brien Title: Vice President TPG PARALLEL I, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien ------------------------ Name: James O'Brien Title: Vice President AIR PARTNERS II, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien ------------------------ Name: James O'Brien Title: Vice President 9 EX-99 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, (this "Agreement"), dated as of September 1, 1994 among TPG PARTNERS, L.P., a Delaware limited partnership ("TPG"), TPG PARALLEL I, L.P., a Delaware limited partenrship ("TPG Parallel") and AIR PARTNERS II, L.P., a Texas limited partnership ("Air Partners II"). W I T N E S S T H WHEREAS, as of the date hereof, each of TPG, TPG Parallel and Air Partners II is filing a Schedule 13D under the Securities Exchange Act of 1934 (the "Exchange Act") with respect to the securities of America West, Inc., a Delaware corporation (the "Schedule 13D"; WHEREAS, each of TPG, TPG Parallel and Air Partners II is individually eligible to file the Schedule 13D; WHEREAS, each of TPG, TPG Parallel and Air Partners II wishes to file the Schedule 13D and any amendments thereto jointly and on behalf of each of TPG and AmWest, pursuant to Rule 13d-1(f)(1) under the Exchange Act; NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows: 1. TPG, TPG Parallel and Air Partners II hereby agree that the Schedule 13D is, and any amendments thereto will be, filed on behalf of each of TPG, TPG Parallel and Air Partners II pursuant to Rule 13d-1(f)(1)(iii) under the Exchange Act. 2. TPG hereby acknowledges that, pursuant to Rule 13d- 1(f)(1)(i) under the Exchange Act, TPG is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning TPG contained therein, and is not responsible for the completeness and accuracy of the information concerning TPG Parallel or Air Partners II contained therein, unless TPG knows or has reason to know that such information is inaccurate. 3. TPG Parallel hereby acknowledges that, pursuant to Rule 13d-1(f)(1)(i) under the Exchange Act, TPG Parallel is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning TPG Paralllel contained therein, and is not responsible for the completeness and accuracy of the information concerning TPG or Air Partners II contained therein, unless TPG Parallel knows or has reason to know that such information is inaccurate. 1 4. Air Partners II hereby acknowledges that, pursuant to Rule 13d-1(f)(1)(i) under the Exchange Act, Air Partners II is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning Air Partners II contained therein, and is not responsible for the completeness and accuracy of the information concerning TPG or TPG Parallel contained therein, unless Air Partners II knows or has reason to know that such information is inaccurate. 5. Each of TPG, TPG Parallel and Air Partners II hereby agree that this Agreement shall be filed as an exhibit to the Schedule 13D, pursuant to Rule 13D-1(f)(1)(iii) under the Exchange Act. IN WITNESS WHEREOF, the parties have caused this Agreement to executed individually or by their respective directors hereunto duly authorized as of the day and year first above written. TPG PARTNERS, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien --------------------------- Name: James O'Brien Title: Vice President TPG PARALLEL I, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien -------------------------- Name: James O'Brien Title: Vice President 2 AIR PARTNERS II, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien ------------------------------ Name: James O'Brien Title: Vice President 3 EX-99 3 WARRANT PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into as of the 13th day of March, 1997, by and among America West Airlines, Inc., a Delaware corporation ("AWA") and TPG Partners, L.P., a Texas limited partnership ("Warrant Holder'). W I T N E S S E T H: WHEREAS, the Warrant Holder holds 1,584,915 warrants (collectively, the "Warrants" and, individually, a "Warrant") to purchase shares of Class B Common Stock, par Value $.01 per share of America West Holdings Corporation (the "Common Stock"), which Warrants were acquired and are held pursuant to the terms of those certain Warrant Certificates 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, as amended by the Supplemental Warrant Agreement dated as of December 31, 1996 between AWA and Harris Trust and Savings Bank of California, as Warrant Agent; 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 promises 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 March 19, 1997, at 10:00 a.m. at the offices of AWA in Phoenix, Arizona, 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 in the form contemplated by Warrants and delivery of the original certificates for the Warrants. At the Closing, AWA shall pay to the Warrant Holder an amount per Warrant equal to US$6.98 per Warrant ("Purchase Price"). The aggregate Purchase Price in the amount of US$11,062,706 (eleven million sixty-two thousand seven hundred six United States dollars) 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. Warrant Holder represents and warrants to AWA that the execution, delivery and performance of this Agreement by Warrant Holder has been duly authorized by all necessary corporate action on its part and are within its corporate power. AWA represents and warrants to the Warrant Holder that the execution, delivery and performance of this Agreement by AWA has been duly authorized by all necessary corporate action on its part and are within its corporate power. 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 or when deposited in the mail, certified or registered, return receipt requested, postage prepaid, properly addressed 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: /s/ Stephen L. Johnson --------------------------------- Title: Senior Vice President - Legal Affairs Address: 4000 East Sky Harbor Boulevard Phoenix, AZ 85035 TPG PARTNERS, L.P. By: TPG GenPar, L.P., its General Partner By: TPG Advisors, Inc., its General Partner By: /s/ James J. O'Brien ---------------------------- Title: Vice President Address: TPG GenPar, L.P., 201 Main Street, Suite 2420, Fort Worth, Texas 76102 2 EX-99 4 WARRANT PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into as of the 13th day of March, 1997, by and among America West Airlines, Inc., a Delaware corporation ("AWA") and TPG Parallel I, L.P., a Texas limited partnership ("Warrant Holder'). W I T N E S S E T H: WHEREAS, the Warrant Holder holds 159,580 warrants (collectively, the "Warrants" and, individually, a "Warrant") to purchase shares of Class B Common Stock, par Value $.01 per share of America West Holdings Corporation (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, as amended by the Supplemental Warrant Agreement dated as of December 31, 1996 between AWA and Harris Trust and Savings Bank of California, as Warrant Agent; 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 promises 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 March 19, 1997, at 10:00 a.m. at the offices of AWA in Phoenix, Arizona, 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 in the form contemplated by Warrants and delivery of the original certificate for the Warrants. At the Closing, AWA shall pay to the Warrant Holder an amount per Warrant equal to US$6.98 per Warrant ("Purchase Price"). The aggregate Purchase Price in the amount of US$1,113,868 (one million one hundred thirteen thousand eight hundred sixty-eight United States dollars) 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. Warrant Holder represents and warrants to AWA that the execution, delivery and performance of this Agreement by Warrant Holder has been duly authorized by all necessary corporate action on its part and are within its corporate power. AWA represents and warrants to the Warrant Holder that the execution, delivery and performance of this Agreement by AWA has been duly authorized by all necessary corporate action on its part and are within its corporate power. 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 or when deposited in the mail, certified or registered, return receipt requested, postage prepaid, properly addressed 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: /s/ Stephen L. Johnson --------------------------------- Title: Senior Vice President - Legal Affairs Address: 4000 East Sky Harbor Boulevard Phoenix, AZ 85035 TPG PARTNERS, L.P. By: TPG GenPar, L.P., its General Partner By: TPG Advisors, Inc., its General Partner By: /s/ James J. O'Brien ---------------------------- Title: Vice President Address: TPG GenPar, L.P., 201 Main Street, Suite 2420, Fort Worth, Texas 76102 2 EX-99 5 WARRANT PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into as of the 13th day of March, 1997, by and among America West Airlines, Inc., a Delaware corporation ("AWA") and Air Partners II, L.P., a Texas limited partnership ("Warrant Holder'). W I T N E S S E T H: WHEREAS, the Warrant Holder holds 167,028 warrants (collectively, the "Warrants" and, individually, a "Warrant") to purchase shares of Class B Common Stock, par Value $.01 per share of America West Holdings Corporation (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, as amended by the Supplemental Warrant Agreement dated as of December 31, 1996 between AWA and Harris Trust and Savings Bank of California, as Warrant Agent; 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 promises 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 March 19, 1997, at 10:00 a.m. at the offices of AWA in Phoenix, Arizona, 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 in the form contemplated by Warrants and delivery of the original certificate for the Warrants. At the Closing, AWA shall pay to the Warrant Holder an amount per Warrant equal to US$6.98 per Warrant ("Purchase Price"). The aggregate Purchase Price in the amount of US$1,165,855 (one million one hundred sixty-five thousand eight hundred fifty-five United States dollars) 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. Warrant Holder represents and warrants to AWA that the execution, delivery and performance of this Agreement by Warrant Holder has been duly authorized by all necessary corporate action on its part and are within its corporate power. AWA represents and warrants to the Warrant Holder that the execution, delivery and performance of this Agreement by AWA has been duly authorized by all necessary corporate action on its part and are within its corporate power. 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 or when deposited in the mail, certified or registered, return receipt requested, postage prepaid, properly addressed 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: /s/ Stephen L. Johnson --------------------------------- Title: Senior Vice President - Legal Affairs Address: 4000 East Sky Harbor Boulevard Phoenix, AZ 85035 TPG PARTNERS, L.P. By: TPG GenPar, L.P., its General Partner By: TPG Advisors, Inc., its General Partner By: /s/ James J. O'Brien ---------------------------- Title: Vice President Address: TPG GenPar, L.P., 201 Main Street, Suite 2420, Fort Worth, Texas 76102 2 -----END PRIVACY-ENHANCED MESSAGE-----