-----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, FfQLHjM6olEfRiuAaX8jEVgPdl4qSaPhCUVeSrn2myUTMMa2lp6ceom1AIfHmJcL 2f8E0yp8siYQkgypCarotw== 0000903423-96-000005.txt : 19960131 0000903423-96-000005.hdr.sgml : 19960131 ACCESSION NUMBER: 0000903423-96-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960130 SROS: NYSE GROUP MEMBERS: AIR PARTNERS II, L.P. GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP ET AL 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-34444 FILM NUMBER: 96508522 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 CITY: PHOENIX STATE: AZ ZIP: 85034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS LP ET AL CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-40 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 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) 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) January 29, 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 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 642,078 CLASS B COMMON STOCK 5,739,480 WARRANTS 1,583,688 NUMBER OF ____________________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 642,078 CLASS B COMMON STOCK 5,739,480 WARRANTS 1,583,688 ____________________________________________________________ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 ______________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 _______________________________________________________________ 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 27.7% WARRANTS 47.2% ________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________ 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 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 64,699 CLASS B COMMON STOCK 578,338 WARRANTS 159,580 NUMBER OF ____________________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 64,699 CLASS B COMMON STOCK 578,338 WARRANTS 159,580 ____________________________________________________________ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 ______________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 _______________________________________________________________ 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 27.7% WARRANTS 47.2% ________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________ 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 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 67,718 CLASS B COMMON STOCK 605,330 WARRANTS 167,028 NUMBER OF ____________________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 67,718 CLASS B COMMON STOCK 605,330 WARRANTS 167,028 ____________________________________________________________ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 ______________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,604,096 WARRANTS 4,897,538 _______________________________________________________________ 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 27.7% WARRANTS 47.2% ________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________ This amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed on September 6, 1994, as amended by Amendment No. 1 filed on November 22, 1995 (the "Schedule 13D"), of TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners", 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"), 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 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) At the date hereof, TPG has the sole power to vote and dispose of 642,078 shares of Class A Common, 4,155,792 shares of Class B Common, and 1,583,688 Warrants. The Warrants entitle holders to purchase one share of Class B Common at a price of $12.74 per share. The Class A Common held by TPG represents approximately 53.5% of the 1,200,000 shares of Class A Common outstanding as of December 31, 1995, based on information provided by the Company. The Class B Common held by TPG represents approximately 9.4% of the 44,141,330 shares of Class B Common outstanding as of December 31, 1995, based on information provided by the Company. The Warrants held by TPG represent approximately 15.3% of the 10,380,286 Warrants outstanding as of December 31, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the Class B Common and Warrants held by TPG represent approximately 12.6% of the 45,725,018 shares of Class B Common which would be assumed to be outstanding upon such exercise. At the date hereof, TPG Parallel has the sole power to vote and dispose of 64,699 shares of Class A Common, 418,758 shares of Class B Common, and 159,580 Warrants. The Class A Common held by TPG Parallel represents approximately 5.4% of the 1,200,000 shares of Class A Common outstanding as of December 31, 1995, based on information provided by the Company. The Class B Common held by TPG Parallel represents approximately 0.9% of the 44,141,330 shares of Class B Common outstanding as of December 31, 1995, based on information provided by the Company. The Warrants held by TPG Parallel represent approximately 1.5% of the 10,380,286 Warrants outstanding as of December 31, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the Class B Common and Warrants held by TPG Parallel represent approximately 1.3% of the 44,300,910 shares of Class B Common which would be assumed to be outstanding upon such exercise. At the date hereof, Air Partners II has the sole power to vote and dispose of 67,718 shares of Class A Common, 438,302 shares of Class B Common, and 167,028 Warrants. The Class A Common held by Air Partners II represents approximately 5.6% of the 1,200,000 shares of Class A Common outstanding as of December 31, 1995, based on information provided by the Company. The Class B Common held by Air Partners II represents approximately 1.0% of the 44,141,330 shares of Class B Common outstanding as of December 31, 1995, based on information provided by the Company. The Warrants held by Air Partners II represent approximately 1.6% of the 10,380,286 Warrants outstanding as of December 31, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the Class B Common and Warrants held by Air Partners II represent approximately 1.4% of the 44,308,358 shares of Class B Common which would be assumed to be outstanding upon such exercise. 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 GPA Group plc, an Irish public limited company ("GPA"), Continental Airlines, Inc., a Delaware corporation ("Continental") and Mesa Airlines, Inc., a New Mexico corporation ("Mesa"). As a result of these agreements and understandings, the Filing 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 GPA, Continental and Mesa is contained in separate Schedules 13D filed by each of GPA, Continental and Mesa. In an amendment to its Schedule 13D filed on November 23, 1995, Mesa reported that Regional Aircraft Services, Inc. ("Regional"), a California corporation that is 100% owned by WestAir Holding, Inc., a California corporation that is 100% owned by Mesa, received 2,129 shares of Class B Common in full and complete satisfaction of certain claims of Regional as a general unsecured creditor of Old America West. These shares of Class B Common were distributed to Regional pursuant to the Plan as confirmed by the Bankruptcy Court. On the basis of information contained in the Schedules 13D (as amended as of the date hereof) filed by each of Continental, Mesa and GPA, the Filing Parties, Continental, Mesa and GPA, as a group, beneficially own 1,200,000 shares of Class A Common, 8,706,558 shares of Class B Common, and 4,897,538 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 December 31, 1995, based on information provided by the Company. The aggregate amount of Class B Common beneficially owned by the group represents approximately 19.7% of the 44,141,330 shares of Class B Common outstanding as of December 31, 1995, based on information provided by the Company. The aggregate amount of Warrants beneficially owned by the group represents approximately 47.2% of the 10,380,286 Warrants outstanding as of December 31, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the aggregate amount of Class B Common and Warrants beneficially owned by the group represents approximately 27.7% of the 49,038,868 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 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended by adding the following paragraph immediately prior to the final paragraph thereof. The Company has filed with the Securities and Exchange Commission a prospectus and preliminary prospectus supplement (the "Preliminary Prospectus Supplement"), each dated January 29, 1996, pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to its Registration Statement on Form S-1, File No. 33-54243. The Preliminary Prospectus Supplement disclosed that each of the Filing Parties, Continental, Mesa and Lehman (collectively, the "Selling Securityholders") intend to offer for sale shares of Class B Common through underwriters represented by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and Donaldson, Lufkin & Jenrette Securities Corporation (together, the "Representatives"). Of the total of 6,100,000 shares of Class B Common proposed to be offered, 2,072,567 shares are proposed to be offered by TPG, 208,843 shares are proposed to be offered by TPG Parallel, 218,500 shares are proposed to be offered by Air Partners II, 1,500,000 shares are proposed to be offered by Mesa, 1,100,000 shares are proposed to be offered by Continental and 1,000,000 shares are proposed to be offered by Lehman. As described in the Preliminary Prospectus Supplement, in connection with the offering Mesa intends to grant to the underwriters an option to purchase an additional 351,970 shares of Class B Common and Continental intends to grant to the underwriters an option to purchase an additional 258,030 shares of Class B Common, in each case solely to cover over-allotments in connection with the sale of the shares of Class B Common. Subject to general economic and business conditions and money market and stock market conditions, the Selling Securityholders intend to enter into and execute a purchase agreement (the "Purchase Agreement") with the underwriters, acting through the Representatives, pursuant to which such sales would take place. Simultaneously with or prior to the execution of the Purchase Agreement, the Filing Parties intend to enter into a share exchange agreement with Continental pursuant to which each of the Filing Parties will exchange shares of Class B Common for an equal number of shares of Class A Common held by Continental. Closing of the share exchange is expected to be conditioned on closing of the sale of shares of Class B Common to the underwriters. In the share exchange agreement, Continental is expected to waive its right of first refusal with regard to the sale by the Filing Parties of the shares of Class B Common. Item 7. Material to be Filed as Exhibits. Exhibit 1 -- Joint Filing Agreement 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: January 29, 1996 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 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. 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 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 -----END PRIVACY-ENHANCED MESSAGE-----