<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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)
NOVEMBER 17, 1995
----------------------
(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> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 023650 302, 023650 203, 023650 112
-----------------------------------
________________________________________________________________________________
<S> <C>
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) /x/
(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 1,384,615
OWNED BY EACH
EACH REPORTING
PERSON WITH
________________________________________________________________________________
8. SHARED VOTING POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
________________________________________________________________________________
9. SOLE DISPOSITIVE POWER
CLASS A COMMON STOCK 0
CLASS B COMMON STOCK 0
WARRANTS 1,384,615
</TABLE>
-2-
<PAGE> 3
<TABLE>
<S> <C>
________________________________________________________________________________
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 1,200,000
CLASS B COMMON STOCK 13,601,967
WARRANTS 4,897,538
________________________________________________________________________________
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 100.0%
CLASS B COMMON STOCK 27.8%
WARRANTS 47.2%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
</TABLE>
-3-
<PAGE> 4
AMENDMENT NO. 1
TO
SCHEDULE 13D STATEMENT
The information contained in this Amendment No. 1 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 900,000 shares of the Class B
Common Stock of America West Airlines, Inc. This Amendment No. 1 supplements
and amends information contained in Items 2, 4, 5 and 6, as well as adds
Exhibits filed pursuant to Item 7, of the Schedule 13D Statement (which was
filed by GPA on September 6, 1994). Except as otherwise defined herein, all
capitalized terms used in this Amendment No. 1 have the meanings stated in the
Schedule 13D Statement.
Item 2. Identity and Background.
Item 2 is hereby amended by revising Schedule A (incorporated by
reference in Item 2) to (i) change the reference to "Ireland" in the residence
address of Michael Davies to a reference to "England", (ii) include the house
name "Crannog" in the residence address of Maurice Foley, and (iii) add the
following information with respect to the following individual who became a
director of GPA on February 7, 1995:
8. Name:
Craig McKinney
Business Address:
Woodchester Investments p.l.c.
Woodchester House
Golden Lane
Dublin 8
Ireland
Present Occupation:
Chairman and Company Director of Woodchester Investments
p.l.c. and various other companies
-4-
<PAGE> 5
Citizenship:
British
Item 4. Purpose of Transaction.
Item 4 is amended by changing the first and second paragraphs thereof
to read in their entirety as follows:
GPA acquired the Class B Common initially held by GPA and the
Warrants held by GPA for general investment purposes.
GPA intends to review continuously its equity position in the
Company. Depending upon future evaluations of the business prospects
of the Company and upon other developments, including, but not limited
to, general economic and business conditions and money market and
stock market conditions, GPA may determine to increase or decrease its
equity interest in the Company by acquiring shares of Class A Common
or Class B Common or additional Warrants or by disposing of all or a
portion of its holdings of Class A Common, Class B Common or Warrants,
subject to any applicable legal restrictions on its ability to do so.
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. 1, GPA has the
sole power to vote and dispose of 1,384,615 Warrants. The Warrants
entitle holders to purchase one share of the Class B Common at a price
of $12.74 per share. The Warrants held by GPA represent approximately
13.3% of the 10,383,571 Warrants outstanding as of September 30, 1995,
based on information provided by the Company. Assuming exercise of
the Warrants, the Class B Common held by GPA (following such exercise)
represents approximately 3.05% of the 45,351,993 shares of Class B
Common which would be assumed to be outstanding upon such exercise
(and consisting of the 43,967,378 shares of Class B Common outstanding
as of September 30, 1995, based on information provided by the
Company, plus the 1,384,615 shares of Class B Common issued upon such
exercise).
-5-
<PAGE> 6
As set forth in Item 6, GPA has 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 comprise a group within
the meaning of Section 13(d)(3) of the Exchange Act, and such group is
deemed to beneficially own the securities of the Company owned by each
of such persons. Information concerning the ownership of Class A
Common, Class B Common and Warrants by each of the TPG Parties,
Continental and Mesa is contained in separate Schedules 13D filed by
each of the TPG Parties, Continental and Mesa. On the basis of
information contained in such Schedules 13D, as a group, such parties
are deemed to beneficially own 1,200,000 shares of Class A Common,
8,704,429 shares of Class B Common, and 4,897,538 Warrants. The
aggregate amount of Class A Common deemed to be beneficially owned by
such group represents 100% of the 1,200,000 shares of Class A Common
outstanding as of September 30, 1995, based on information provided by
the Company. The aggregate amount of Class B Common deemed to be
beneficially owned by such group represents approximately 19.8% of the
43,967,378 shares of Class B Common outstanding as of September 30,
1995, based on information provided by the Company. The aggregate
amount of Warrants deemed to be beneficially owned by such group
represents approximately 47.2% of the 10,383,571 Warrants outstanding
as of September 30, 1995, based on information provided by the
Company. Assuming exercise of the Warrants, the aggregate amount of
Class B Common and Warrants deemed to be beneficially owned by such
group represents approximately 27.8% of the 48,864,916 shares of Class
B Common which would be assumed to be outstanding upon such exercise.
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
-6-
<PAGE> 7
dispose of any shares of Class A Common or Class B Common, or of any
Warrants.
(c) On November 14, 1995, GPA sold 900,000 shares of Class B
Common to Salomon Brothers Inc at a price of $16.51 per share. The
sale was effected by means of a block trade on the New York Stock
Exchange and was covered by the Plan of Distribution described in the
Prospectus dated November 13, 1995 forming part of the Company's
Registration Statement on Form S-1, as such Prospectus is supplemented
by the Prospectus Supplement dated November 16, 1995. The settlement
date for the trade was November 17, 1995.
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 contained in Item 6 is supplemented by the following:
Pursuant to the Stockholders' Agreement and the GPA Voting
Agreement, the parties to such agreements are 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 shall own 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 the
Stockholders' Agreement dated as of September 6, 1994 and Amendment
No. 1 to the GPA Voting Agreement dated as of September 6, 1994 (being
added 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 shall be made (i) as
if the 10,384,615 Warrants issued upon consummation of the Plan shall
have been exercised for 10,384,615 shares of Class B Common as of the
date of such determination, and (ii)
-7-
<PAGE> 8
excluding from such determination the potential dilutive effect of
certain warrants, options or rights issued subsequent to confirmation
of the Plan. Accordingly, notwithstanding the sale by GPA of 900,000
shares of the Class B Common reported pursuant to Item 5, the parties
to the Stockholders' Agreement and the GPA Voting Agreement are
obligated, as of the date of Amendment No. 1 and on the basis of GPA's
holding of voting equity securities of the Company as of such date, to
vote for a director of the Company designated by GPA provided such
director is reasonably acceptable to designated assignees of AmWest.
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*
[SIGNATURE PAGE FOLLOWS.]
________________________________________
* Filed with Amendment No. 1 to Schedule 13D Statement.
-8-
<PAGE> 9
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: November 21, 1994
-9-
<PAGE> 10
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
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*
________________________________________
* Filed with Amendment No. 1 to Schedule 13D Statement.
<PAGE> 1
FIRST AMENDMENT TO STOCKHOLDERS'
AGREEMENT FOR AMERICA WEST
AIRLINES, INC.
THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR AMERICA WEST
AIRLINES, INC. (this "Amendment") is entered into as of this 6th day of
September, 1994 by and among Air Partners II, L.P., a Texas limited partnership,
TPG Partners, L.P., a Texas limited partnership, TPG Parallel I, L.P., a Texas
limited partnership, Continental Airlines, Inc., a Delaware corporation, Mesa
Airlines, Inc., a New Mexico corporation, GPA Group plc, a corporation organized
under the laws of Ireland ("GPA"), Robert A. Ewert, David T. Obergfell and
William A. Franke (collectively, the "Stockholder Representatives"), and America
West Airlines, Inc., a Delaware corporation (the "Company").
RECITALS:
WHEREAS, the Amwest Partners, L.P. a Texas limited partnership
("AmWest"), GPA, the Stockholder Representatives and the Company entered into
that certain Stockholders' Agreement for America West Airlines, Inc., dated as
of the 25th day of August, 1994 (the "Agreement");
WHEREAS, the Agreement set forth certain rights and obligations of the
parties as stockholders and "Stockholder Representatives" (as defined therein)
of the Company;
WHEREAS, AmWest was dissolved by operation of that certain Termination
Agreement dated as of August 25, 1994, by and among its general and limited
partners (the "Termination Agreement");
WHEREAS, prior to AmWest's dissolution, by separate letter agreements,
each dated August 23, 1994 (the "Assumption Agreements"), AmWest assigned to its
limited partners and certain of their Affiliates AmWest's rights and obligations
under the Investment Agreement and certain related agreements, and such
assignees assumed such rights and obligations pursuant to the Assumption
Agreements and certain letter agreements dated August 25, 1994, addressed to the
Company and the other parties to the Agreement (the "Letter Agreements");
<PAGE> 2
WHEREAS, AmWest's obligations under the Agreement have been
collectively assumed by TPG Partners, L.P., TPG Parallel I, L.P., Air Partners
II, L.P., Continental Airlines, Inc., and Mesa Airlines, Inc., and their
respective Affiliates in accordance with the Termination Agreement, the
Assumption Agreements, and the Letter Agreements;
WHEREAS, it is the intent of the parties that the Stockholder
Representatives not be deemed, by virtue of the Agreement, to be acting, in
their individual capacities, as a syndicate or group for the purpose of
acquiring, holding, or disposing of securities under Section 13(d) of the
Securities Exchange Act of 1934, as amended; and
WHEREAS, the parties desire to define the term "(on a fully diluted
basis)" as used in the Agreement and correct an incomplete reference in the
Agreement to certain of the parties thereto.
NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Agreement is hereby amended in the following manner:
(a) The following is hereby added to Section 1.0 of the Agreement:
"(on a fully diluted basis)" shall mean that the determination of
percentage of voting equity securities modified by such phrase shall be
made (i) as if the 10,384,615 warrants to purchase Class B Common
issued upon consummation of the Plan shall have been exercised for
10,384,615 shares of Class B Common as of the date that such
determination is made, and (ii) excluding from such determination the
potential dilutive effect of any warrants, options or rights relating
to Class B Common or nonvoting equity securities convertible directly
or indirectly into Class B Common issued subsequent and unrelated to
the consummation of the Plan (herein, collectively "Post Plan
Convertible Securities"). Neither the use of the phrase "(on a fully
diluted basis)" nor any determination of percentage of voting equity
securities modified by such phrase shall be deemed to limit the
Company's ability to issue
- 2 -
<PAGE> 3
securities, and subject to clause (ii) of the immediately preceding
sentence, any securities so issued (including, without limitation upon
exercise of or in exchange for any Post Plan Convertible Security)
shall be included for purposes of any calculation of ownership
interests provided for in this Agreement.
(b) Clause (i) of Section 2.1(h) is hereby amended and restated to read
as follows:
(i) to vote the Common Stock held and controlled by them (other than
stock held individually by any Stockholder Representative) in favor of
the removal from the Board, upon notice by the group or entity having
the right to designate such director under this Section 2.1 and
requesting such removal, of any person or persons designated to the
Board by such group or entity, and
2. The parties hereto agree that for purposes of clause (i) of the last
sentence of Section 4.3 of the Agreement, TPG Partners, L.P., TPG Parallel I,
L.P., Air Partners II, L.P., and Continental will be deemed not to be Affiliates
of one another.
3. All capitalized terms used herein that are not defined herein shall
be given the meaning given to them in the Agreement.
4. Except as specifically modified by this Amendment, (a) the terms,
conditions, and covenants set forth in the Agreement are hereby ratified and
confirmed by the parties hereto and are in full force and effect and (b) nothing
herein shall in any way alter, impair, or modify the Agreement.
5. This Amendment may be executed by the parties hereto in counterparts
and by telecopy, each of which shall be deemed to constitute an original and all
of which together shall constitute one and the same instrument.
- 3 -
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto, by their respective officers
thereunto duly authorized, have executed this Agreement as of the date first
written above.
AIR PARTNERS II, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/Richard P. Schifter
----------------------------
Name: Richard P. Schifter
Title: Vice President
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
----------------------------
Name: Richard P. Schifter
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
----------------------------
Name: Richard P. Schifter
Title: Vice President
CONTINENTAL AIRLINES, INC.
By: /s/ Charles T. Goolsby
----------------------------
Name: Charles T. Goolsby
Title: Executive Vice President
Corporate Affairs
MESA AIRLINES, INC.
By: /s/ Larry L. Risley
----------------------------
Name: Larry L. Risley
Title: Chairman, President, CEO
- 4 -
<PAGE> 5
GPA GROUP plc
By: /s/ Michael Walsh
----------------------------
Name: Michael Walsh
Title: Vice President - Legal
/s/ Robert A. Ewert
--------------------------------
Robert A. Ewert,
Stockholder Representative
/s/ David T. Obergfell
--------------------------------
David T. Obergfell,
Stockholder Representative
/s/ William A. Franke
--------------------------------
William A. Franke,
Stockholder Representative
- 5 -
<PAGE> 1
FIRST AMENDMENT TO VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment") is entered
into as of September 6, 1994 by and among Air Partners II, L.P., a Texas limited
partnership, TPG Partners, L.P., a Texas limited partnership, TPG Parallel I,
L.P., a Texas limited partnership, Continental Airlines, Inc., a Delaware
corporation, and GPA Group plc, an Irish public limited company ("GPA").
RECITALS
WHEREAS, Amwest Partners, L.P. a Texas limited partnership ("AmWest"),
and GPA entered into that certain Voting Agreement, dated as of August 25, 1994
(the "Voting Agreement");
WHEREAS, AmWest was dissolved by operation of that certain Termination
Agreement dated as of August 25, 1994, by and among its general and limited
partners (the "Termination Agreement");
WHEREAS, AmWest's obligations under the Agreement have been
collectively assumed by TPG Partners, L.P., TPG Parallel I, L.P., Air Partners
II, L.P. and Continental Airlines, Inc. and their respective Affiliates in
accordance with the Termination Agreement, the Voting Agreement and that certain
Letter Agreement dated as of August 25, 1994 delivered pursuant to Section 3(a)
of the Voting Agreement; and
WHEREAS, the parties to the Voting Agreement desire to amend the Voting
Agreement in order to clarify the meaning of the parenthetical "(on a fully
diluted basis)" as used therein.
NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
<PAGE> 2
1. The Voting Agreement is hereby amended by inserting at the end of
Section 1 thereof the following new paragraph:
"As used herein, the parenthetical "(on a fully diluted basis)" shall
mean that the determination of percentage of voting equity securities
modified by such parenthetical shall be made (i) as if the 10,384,615
warrants to purchase shares of Class B common stock of AWA issued upon
consummation of the Plan shall have been exercised for 10,384,615
shares of Class B common stock of AWA as of the date that such
determination is made, and (ii) excluding from such determination the
potential dilutive effect of any warrants, options or rights relating
to Voting Securities or nonvoting equity securities convertible
directly or indirectly into Voting Securities issued subsequent and
unrelated to the consummation of the Plan (collectively referred to
herein as "Post Plan Convertible Securities"). Neither the use of the
parenthetical "(on a fully diluted basis)" nor any determination of
percentage of Voting Securities modified by such parenthetical shall
be deemed to limit AWA's ability to issue securities and, subject to
the provisions of Clause (ii) of the immediately preceding sentence,
any securities so issued (including, without limitation upon exercise
of or in exchange for any Post Plan Convertible Security) shall be
included for purposes of any calculation of ownership interests
provided for in this Agreement.
2. All capitalized terms used herein that are not defined herein shall
be given the meaning given the meaning given to them in the Agreement.
3. Except as specifically modified by this Amendment, (a) the terms,
conditions, and covenants set forth in the Agreement are hereby ratified and
confirmed by the parties hereto and are in full force and effect and (b) nothing
herein shall in any way alter, impair, or modify the Agreement.
4. This Amendment may be executed by the parties hereto in counterparts
and by telecopy, each of which shall be deemed to constitute an original and all
of which together shall constitute one and the same instrument.
- 2 -
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto, by their respective officers
thereunto duly authorized, have executed this Agreement as of the date first
written above.
AIR PARTNERS II, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
----------------------------
Name: Richard P. Schifter
Title: Vice President
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
----------------------------
Name: Richard P. Schifter
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
----------------------------
Name: Richard P. Schifter
Title: Vice President
CONTINENTAL AIRLINES, INC.
By: /s/ Charles T. Goolsby
----------------------------
Name: Charles T. Goolsby
Title: EVP Corporate Affairs
-3-
<PAGE> 4
GPA GROUP plc
By: /s/ Michael Walsh
----------------------------
Name: Michael Walsh
Title: Vice President - Legal
-4-
