<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
America West Airlines, Inc.
-------------------
(Name of Issuer)
Common Stock, $.25 par value
----------------------------
(Title of Class of Securities)
023650104
--------------
(CUSIP Number)
Victor I. Lewkow, 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)
August 25, 1994
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(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
[ ]. <PAGE>
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SCHEDULE 13D
CUSIP No. 023650104
____________
_________________________________________________________________
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) |__|
(b) | x|
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
NA
_________________________________________________________________
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
NONE
NUMBER OF
_________________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
_________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
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__________________________________________________________________
10 SHARED DISPOSITIVE POWER
NONE
__________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
__________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
__________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
__________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
__________________________________________________________________
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SCHEDULE 13D
CUSIP No. 023650104
-------------
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AmWest Partners, L.P.
75-2529331
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |__|
(b) | x|
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
NA
_________________________________________________________________
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
NONE
NUMBER OF
_________________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
_________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
_________________________________________________________________
4 <PAGE>
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10 SHARED DISPOSITIVE POWER
NONE
___________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
___________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
___________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
___________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
___________________________________________________________________
5 <PAGE>
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This amendment No. 3 (this "Amendment") amends and supplements the
Schedule 13D filed on May 17, 1994, as amended and supplemented by the
amendments thereto filed on May 20, 1994 and July 12, 1994 (the "Schedule
13D") of TPG Partners, L.P ("TPG") and AmWest Partners, L.P. ("AmWest"), with
respect to the Common Stock, $0.25 par value (the "Common Stock") of America
West Airlines, Inc. (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
(a), (b) and (e) The Plan was confirmed by the Bankruptcy Court on
August 10, 1994 and the Company emerged from bankruptcy on August 25, 1994
(the "Effective Date"). In connection therewith, as of the Effective Date,
all previously issued outstanding securities of the Company, including without
limitation the Common Stock and Preferred Stock, together with any certificate
or other instrument evidencing such security (except as otherwise specifically
provided for in the Plan of Reorganization) has been deemed void, cancelled
and of no further force and effect. The beneficial ownership of securities of
New America West by TPG and certain of its affiliates as a result of the
transactions contemplated by the Plan are the subject of a separate Schedule
13D being filed jointly by TPG and such affiliates as of the date hereof.
Item 7. Material to be Filed as Exhibits
Exhibit 1 -- Joint Filing Agreement
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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: September 6, 1994
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
AMWEST PARTNERS, L.P.
By: AmWest GenPar, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
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JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, (this "Agreement"), dated as of May 16, 1994
between TPG PARTNERS, L.P., a Delaware limited partnership ("TPG"), and AMWEST
PARTNERS, L.P., a Texas limited partnership ("AmWest").
W I T N E S S E T H
___________________
WHEREAS, as of the date hereof, each of TPG and AmWest is filing a
Schedule 13D under the Securities Exchange Act of 1934 (the "Exchange Act")
with respect to the Common Stock of America West, Inc., a Delaware corporation
(the "Schedule 13D";
WHEREAS, each of TPG and AmWest is individually eligible to file the
Schedule 13D;
WHEREAS, each of TPG and AmWest wishes to file the Schedule 13D 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 and AmWest hereby agree that the Schedule 13D is filed on behalf
of each of TPG and AmWest, 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 AmWest contained
therein, unless TPG knows or has reason to know that such information is
inaccurate.
3. AmWest hereby acknowledges that, pursuant to Rule 13d-1(f)(1)(i)
under the Exchange Act, AmWest 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 contained
therein, unless AmWest knows or has reason to know that such information is
inaccurate.
4. TPG and AmWest 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.<PAGE>
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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
AMWEST PARTNERS, L.P.
By: AmWest GenPar, Inc.
General Partner
By: /s/ James O'Brien
Name: James O'Brien
Title: Vice President
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