-----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, RLOCwInlb1jmCRTOr9n+lri4s3qhwz3MOY0jBX4tVzw9JLErEO+y4e00BqlRmkRE 4rJSuj+cUdZQXLc9xgbwEQ== 0000950123-96-003001.txt : 19960613 0000950123-96-003001.hdr.sgml : 19960613 ACCESSION NUMBER: 0000950123-96-003001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960612 SROS: NONE 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: 96580110 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: GPA GROUP PLC CENTRAL INDEX KEY: 0000815916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133636799 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GPA HOUSE SHANNON STREET 2: C/O BANK OF NEW YORK CITY: COUNTY CLARE IRELAN STATE: L2 ZIP: 00000 BUSINESS PHONE: 2123186008 MAIL ADDRESS: STREET 1: PAUL HASTINGS STREET 2: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 GPA GROUP PLC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 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) MARGUERITE R. KAHN, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER 399 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 318-6070 - ------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) MAY 23, 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 [ ]. 2 SCHEDULE 13D CUSIP No. 023650 302, 023650 203, 023650 112 ---------------------------------- - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GPA Group plc - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION IRELAND - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF CLASS A COMMON STOCK 0 SHARES CLASS B COMMON STOCK 0 BENEFICIALLY WARRANTS 0 OWNED BY EACH EACH REPORTING PERSON WITH - ------------------------------------------------------------------------------- 8. SHARED VOTING POWER CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 WARRANTS 0 - ------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 WARRANTS 0 -2- 3 - ------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 WARRANTS 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 WARRANTS 0 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CLASS A COMMON STOCK 0% CLASS B COMMON STOCK 0% WARRANTS 0% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO -3- 4 Amendment No. 2 to SCHEDULE 13D STATEMENT The information contained in this Amendment No. 2 to the Schedule 13D Statement is filed by GPA Group plc ("GPA"), pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, in connection with the sale by GPA of 1,384,615 Warrants to purchase Class B Common Stock of America West Airlines, Inc. This Amendment No. 2 supplements and amends information contained in Items 5 and 6, as well as adds an Exhibit filed pursuant to Item 7, of the Schedule 13D Statement (which was filed by GPA on September 6, 1994), as previously supplemented and amended by Amendment No. 1 (which was filed by GPA on November 20, 1995). Except as otherwise defined herein, all capitalized terms used in this Amendment No. 1 have the meanings stated in the Schedule 13D Statement. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) are amended to read in their entirety as follows: (a) - (b) As of the date of Amendment No. 2, GPA does not have the sole power to vote or dispose of any of the Class A Common, the Class B Common or the Warrants. As set forth in Item 6, GPA had certain understandings and agreements regarding the voting of the securities of the Company held by it with TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel"), Air Partners II, L.P. ("Air Partners II"), Continental Airlines, Inc., a Delaware corporation ("Continental") and Mesa Airlines, Inc., a New Mexico corporation ("Mesa"). (Collectively, TPG, TPG Parallel and Air Partners II are herein called the "TPG Parties".) As a result of these agreements and understandings, each of GPA, the TPG Parties, Continental and Mesa comprised a group within the meaning of Section 13(d)(3) of the Exchange Act, and such group was deemed to beneficially own the securities of the Company owned by each of such persons. By reason of, and concurrently with, the sale by GPA of 1,384,615 Warrants which is reported pursuant to Item 5(c), such understandings and agreements of GPA -4- 5 with the TPG Parties, Continental and Mesa terminated in accordance with the terms of the Stockholders' Agreement and the GPA Voting Agreement described in Item 6 and GPA ceased to be a member of such group. Except as set forth above in this Item or in Item 6, neither GPA nor, to the best knowledge of GPA, any of the directors or executive officers of GPA (named on Schedule A to this Statement) has the sole or shared power to vote or the sole or shared power to dispose of any shares of Class A Common or Class B Common, or of any Warrants. (c) On May 23, 1996, GPA sold to the Company 1,384,615 Warrants for an aggregate purchase price of $11,609,996.78, representing an amount per Warrant equal to (i) the difference between (a) a per share price of the Class B Common of $20.125 and (b) $12.74 (the exercise price of the Warrants), plus (ii) a premium of $1.00 per Warrant. The sale was effected pursuant to a Warrant Purchase Agreement, made and entered into as of the 22nd day of May, 1996, by and between the Company and GPA. On December 31, 1994 and May 3, 1995, John F. Tierney, a director of GPA (who is also a director of the Company), was automatically granted options to purchase an aggregate of 6,000 shares of the Class B Common pursuant to the terms of the Company's 1994 Incentive Equity Plan. GPA disclaims beneficial ownership of the shares of the Class B Common that are subject to such options. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information added to Item 6 pursuant to Amendment No. 1 is amended to read as follows: Pursuant to the Stockholders' Agreement and the GPA Voting Agreement, the parties to such agreements were obligated to vote for a director of the Company designated by GPA for so long as (during the period such agreements remain in effect) GPA owned at least two percent of the voting equity securities of the Company "(on a fully diluted basis)" provided that such director is reasonably acceptable to designated assignees of AmWest. Pursuant to Amendment No. 1 to -5- 6 the Stockholders' Agreement dated as of September 6, 1994 and Amendment No. 1 to the GPA Voting Agreement dated as of September 6, 1994 (added by way of Amendment No. 1 as Exhibits pursuant to Item 7), the parenthetical "on a fully diluted basis" was defined to mean that the percentage of voting equity securities modified by such parenthetical was to be made (i) as if the 1,384,615 Warrants issued upon consummation of the Plan shall have been exercised for 1,384,615 shares of Class B Common as of the date of such determination, and (ii) excluding from such determination the potential dilutive effect of certain warrants, options or rights issued subsequent to confirmation of the Plan. Accordingly, by reason of, and concurrently with, the sale by GPA of 1,384,615 Warrants reported pursuant to Item 5(c), the obligations of the parties to the Stockholders' Agreement and the GPA Voting Agreement to vote for a director of the Company designated by GPA terminated in accordance with the terms of the Stockholders' Agreement and the GPA Voting Agreement. Item 7. Material to be Filed as Exhibits. Exhibit 1 -- Registration Rights Agreement Exhibit 2 -- Stockholders' Agreement Exhibit 3 -- GPA Voting Agreement Exhibit 4 -- Amendment No. 1 to Stockholders' Agreement* Exhibit 5 -- Amendment No. 1 to GPA Voting Agreement* Exhibit 6 -- Warrant Purchase Agreement** [SIGNATURE PAGE FOLLOWS.] ________________________________________ * Filed with Amendment No. 1 to Schedule 13D Statement. ** Filed with Amendment No. 2 to Schedule 13D Statement. -6- 7 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 correct. GPA Group plc By: /s/ Patrick H. Blaney ---------------------------------- Patrick H. Blaney Chief Executive Officer Dated: June 12, 1996 -7- EX-99.6 2 WARRANT AGREEMENT 1 WARRANT PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into as of the 22nd day of May, 1996, by and among America West Airlines, Inc. a Delaware corporation ("AWA") and GPA Group plc ("Warrant Holder"). W I T N E S S E T H: WHEREAS, the Warrant Holder holds 1,384,615 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 the 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 Thursday, May 23, 1996, at 10:00 a.m. at the offices of Latham & Watkins in New York, 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 the 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 $8.385 per Warrant ("Purchase Price") representing the Class B stock price of $20.125 less the 2 $12.74 exercise price of the Warrant plus a premium of $1.00 per Warrant. The aggregate Purchase Price in the amount of $11,609,996.78 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. -2- 3 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 GPA GROUP plc By: /s/ Michael Walsh -------------------------------- Title: Attorney-in-Fact Address: GPA House Shannon, Ireland -3- -----END PRIVACY-ENHANCED MESSAGE-----