<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
Gary E. Risley, Esq.
Mesa Air Group, Inc.
2325 East 30th Street
Farmington, New Mexico 87401
505-327-0271
(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 [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 8 Pages
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SCHEDULE 13D
<TABLE>
CUSIP NOS. 023650 302, 023650 203, 023650 112
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON |
| | |
| | MESA AIR GROUP, INC. |
| | 85-0302351 |
|-----|---------------------------------------------------------------------------------------------------|
| 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 |
| | |
| | New Mexico |
|---------------------------------------------------------------------------------------------------------|
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | Class A Common Stock 100,000 |
| | | Class B Common Stock 2,185,472 |
| | | Warrants to Purchase Class B Common Stock 799,767 |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| | | |
| | | Class A Common Stock 1,200,000 |
| OWNED BY | | Class B Common Stock 13,604,096 |
| | | Warrants to Purchase Class B Common Stock 4,897,538 |
| |-------|-----------------------------------------------------------------|
| EACH | 9 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | Class A Common Stock 100,000 |
| | | Class B Common Stock 2,185,472 |
| | | Warrants to Purchase Class B Common Stock 799,767 |
| PERSON |-------|-----------------------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | Class A Common Stock 1,200,000 |
| | | Class B Common Stock 13,604,096 |
| | | Warrants to Purchase Class B Common Stock 4,897,538 |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
2 of 8
<PAGE> 3
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NOS. 023650 302, 023650 203, 023650 112
<S> <C>
----- ---------------------------------------------------------------------------------------------------
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | Class A Common Stock 1,200,000 |
| | Class B Common Stock 13,604,096 |
| | Warrants to Purchase Class B Common Stock 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% |
| | Class B Common Stock 27.8% |
| | Warrants to Purchase Class B Common Stock 47.2% |
|-----|---------------------------------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | CO |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
3 of 8
<PAGE> 4
This Amendment No. 1 (this "Amendment") amends and supplements
the Schedule 13D filed on September 6, 1994 (the "Schedule 13D") of Mesa Air
Group, Inc. (formerly, Mesa Airlines, Inc.), a New Mexico corporation ("Mesa"),
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 shall
have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) The information set forth in the first paragraph is
hereby amended by adding the following: At Mesa's annual meeting of
shareholders on March 14, 1995, the shareholders approved a change in Mesa's
name from "Mesa Airlines, Inc." to "Mesa Air Group, Inc." This Amendment is
being filed by Mesa on its own behalf and with respect to two of its
wholly-owned subsidiaries, WestAir Holding, Inc., a California corporation that
is 100% owned by Mesa ("WestAir"), and Regional Aircraft Services, Inc., a
California corporation that is 100% owned by WestAir ("Regional").
The information set forth in the table for Larry L. Risley is
hereby amended as follows: Mr. Risley's title and present principal occupation
is Chief Executive Officer and Chairman of the Board of Directors of Mesa.
The information set forth in the table for Blaine M. Jones is
hereby amended as follows: Mr. Jones' title is Director of Mesa. Mr. Jones is
presently managing personal investments and providing consulting services.
The following information is added to the information set
forth in the table:
J. Clark Stevens is the President and Chief Operating Officer
and is also a Director of Mesa. His business address is 2325 East 30th Street,
Farmington, New Mexico 87401. His present principal occupation is President
and Chief Operating Officer of Mesa.
Sarah Pitcher Sproul is the Vice President of Corporate
Communications of Mesa. Her business address is 2325 East 30th Street,
Farmington, New Mexico 87401. Her present principal occupation is the Vice
President of Corporate Communications of Mesa.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in the first paragraph is hereby
amended by adding the following: In addition to the Class A Common, Class B
Common and Warrants purchased by Mesa as described herein, Regional also
received 2,129 shares of the 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 the Class B Common were
distributed to Regional pursuant to the Plan as confirmed by the Bankruptcy
Court. Neither Mesa, WestAir nor Regional furnished any additional
consideration in exchange for the 2,129 shares of the Class B
Common received by Regional pursuant to the Plan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby
amended to read in their entirety as follows:
Page 4 of 8 Pages
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(a) - (b) At the date hereof, Mesa has the sole power to vote
and dispose of 100,000 shares of the Class A Common, 2,185,472 shares of the
Class B Common, and 799,767 Warrants. Each Warrant entitles a holder to
purchase one share of the Class B Common at a price of $12.74 per share. The
Class A Common held by Mesa represents approximately 8.3% of the 1,200,000
shares of the Class A Common outstanding as of September 30, 1995, based on
information provided by the Company. The Class B Common held by Mesa
represents approximately 5.0% of the 43,967,378 shares of the Class B Common
outstanding as of September 30, 1995, based on information provided by the
Company. The Warrants held by Mesa represent approximately 7.7% of the
10,383,571 Warrants outstanding as of September 30, 1995, based on information
provided by the Company. Assuming the exercise by Mesa of its Warrants, the
aggregate amount of the Class B Common held by Mesa would be 2,985,239 shares,
representing approximately 6.7% of the 44,767,145 shares of the Class B Common
that would be assumed to be outstanding upon such exercise.
As set forth in Item 6, Mesa has certain understandings and
agreements regarding the voting and disposition of its securities of the
Company with TPG Partners, L.P., a Delaware limited partnership ("TPG"), TPG
Parallel I, L.P., a Delaware limited partnership ("TPG Parallel"), Air Partners
II, L.P., a Texas limited partnership ("Air Partners II"), Continental
Airlines, Inc., a Delaware corporation ("Continental") and GPA Group plc, an
Irish public limited company ("GPA"). As a result of these agreements and
understandings, Mesa, TPG, TPG Parallel, Air Partners II, Continental and GPA
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 other. Information concerning the ownership of the Class A Common,
Class B Common and Warrants by each of TPG, TPG Parallel, Air Partners II,
Continental and GPA is contained in separate Schedules 13D and amendments
thereto filed by each of TPG, TPG Parallel, Air Partners II, Continental and
GPA. In an amendment filed on November 20, 1995 to its Schedule 13D, GPA
reported that on November 14, 1995 it sold 900,000 shares of the Class B Common
to Salomon Brothers Inc. at a price of $16.51 per share by means of a block
trade on the New York Stock Exchange with a settlement date of November 17,
1995. In the same amendment to its Schedule 13D, GPA reported that it
continued to hold 1,384,615 Warrants. In addition, by this Amendment, Mesa is
reporting the receipt by Regional pursuant to the Plan of 2,129 shares of the
Class B Common in full and complete satisfaction of certain claims by Regional
as a general unsecured creditor of Old America West.
On the basis of information contained in the Schedules 13D and
the amendments thereto filed by each of TPG, TPG Parallel, Air Partners II,
Continental and GPA, following the sale by GPA of the 900,000 shares of Class B
Common and the receipt by Regional pursuant to the Plan of the 2,129 shares of
Class B Common, Mesa, TPG, TPG Parallel, Air Partners II, Continental and GPA,
as a group, beneficially own 1,200,000 shares of the Class A Common, 8,706,558
shares of the Class B Common, and 4,897,538 Warrants. The aggregate amount of
the Class A Common beneficially owned by the group represents 100% of the
1,200,000 shares of the Class A Common outstanding as of September 30, 1995,
based on information provided by the Company. The aggregate amount of the
Class B Common beneficially owned by the group represents approximately 19.8%
of the 43,967,378 shares of the Class B Common outstanding as of September 30,
1995, based on information provided by the Company. The aggregate amount of
Warrants beneficially owned by the group represents approximately 47.2% of the
10,383,571 Warrants outstanding as of September 30, 1995, based on information
provided by the Company. Assuming the exercise by the group of its Warrants,
the aggregate amount of the Class B Common beneficially owned by the group
would be 13,604,096, representing approximately 27.8% of the 48,864,916 shares
of the Class B Common which would be assumed to be outstanding upon such
exercise.
Except as described herein, Mesa does not have the sole or
shared power to vote or the sole or shared power to dispose of any shares of
the Class A Common, Class B Common or any of the Warrants.
Page 5 of 8 Pages
<PAGE> 6
To the knowledge of Mesa, except as described herein, none of
the persons named in Item 2 has the sole or shared power to vote or the sole or
shared power to dispose of any shares of the Class A Common, Class B Common, or
any of the Warrants.
(c) Except as stated herein, no transactions in shares of the
Class A Common, Class B Common or Warrants were effected during the past 60
days by Mesa or, to the best of Mesa's knowledge, any of the persons 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:
Pursuant to the Stockholders' Agreement and the GPA Voting
Agreement, the parties to such agreements have agreed, INTER ALIA, to vote, or
recommend the voting of, the shares of the Class A Common and Class B Common
held by each of them in favor of the election of a director of the Company
designated by GPA during the term of such agreements, provided that GPA shall
own at least two percent of the voting equity securities of the Company "(on a
fully diluted basis)" and provided further that such director designee is
reasonably acceptable to AmWest or its designated assignees. Pursuant to the
First Amendment to the Stockholders' Agreement, dated as of September 6, 1994
(filed as Exhibit 7 to this Amendment and incorporated herein by this
reference), and an amendment to the GPA Voting Agreement, INTER ALIA, the
parenthetical term "(on a fully diluted basis)" in each of such agreements has
been defined to provide that the percentage of voting equity securities of the
Company modified by such term shall be determined (i) as if the 10,384,615
Warrants issued upon consummation of the Plan shall have been exercised for
10,384,615 shares of the Class B Common as of the date of such determination
and (ii) excluding from such determination any potential dilutive effect of
certain warrants, options or rights issued subsequent and unrelated to the
confirmation of the Plan.
Page 6 of 8 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7 -- First Amendment to Stockholders Agreement
Page 7 of 8 Pages
<PAGE> 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 correct.
Date: November 28, 1995
MESA AIR GROUP, INC.
By: /s/ W. Stephen Jackson
----------------------
Name: W. Stephen Jackson
Title: Chief Financial Officer
Page 8 of 8 Pages
<PAGE> 9
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");
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
<PAGE> 10
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
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
2
<PAGE> 11
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> 12
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:
Title:
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
-----------------------
Name:
Title:
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Richard P. Schifter
-----------------------
Name:
Title:
CONTINENTAL AIRLINES, INC.
By: /s/ Charles T. Goolsbee
-----------------------
Name: Charles T. Goolsbee
Title: EVP Corporate Affairs
MESA AIRLINES, INC.
By: /s/ Larry L. Risley
-------------------
Name: Larry L. Risley
Title: Chairman,President, CEO
4
<PAGE> 13
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
AMERICA WEST AIRLINES, INC.
/s/ William A. Franke
-----------------------------
Name:
Title:
5
