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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
America West Airlines, Inc.
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(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
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(CUSIP Numbers)
Gary E. Risley, Esq.
Mesa Air Group, Inc.
2325 East 30th Street
Farmington, New Mexico 87401
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505-327-0271
(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 [ ]. (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 6 Pages
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Mexico
7 SOLE VOTING POWER
Class A Common Stock 100,000
Class B Common Stock 2,185,472
NUMBER OF Warrants to Purchase Class B Common Stock 799,767
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Class A Common Stock 1,200,000
REPORTING Class B Common Stock 13,604,096
PERSON WITH Warrants to Purchase Class B Common Stock 4,897,538
9 SOLE DISPOSITIVE POWER
Class A Common Stock 100,000
Class B Common Stock 2,185,472
Warrants to Purchase Class B Common Stock 799,767
10 SHARED DISPOSITIVE POWER
Class A Common Stock 1,200,000
Class B Common Stock 13,604,096
Warrants to Purchase Class B Common Stock 4,897,538
Page 2 of 6 Pages
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13D
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 27.7%
Warrants to Purchase Class B Common Stock 47.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
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This Amendment No. 2 (this "Amendment") amends and supplements the Schedule
13D filed on September 6, 1994, as amended by Amendment No. 1 filed as of
November 28, 1995 (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 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Schedule 13D are hereby amended as follows:
The first paragraph of Item 5(a)-(b) of the Schedule 13D is hereby amended
and replaced in its entirety as follows:
(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 December 31, 1995, based on information provided by
the Company. The Class B Common held by Mesa represents approximately 4.9% of
the 44,141,330 shares of the Class B Common outstanding as of December 31,
1995, based on information provided by the Company. The Warrants held by Mesa
represent approximately 7.7% of the 10,380,286 Warrants outstanding as of
December 31, 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.
The third paragraph of Item 5(a)-(b) of the Schedule 13D is hereby amended
and replaced in its entirety as follows:
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 December 31, 1995,
based on information provided by the Company. The aggregate amount of the
Class B Common beneficially owned by the group represents approximately
19.7% of the 44,141,330 shares of the 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 the exercise by the group of its
Warrants, the aggregate amount of the Class B Common beneficially owned by the
group represents approximately 27.7% of the 49,038,868 shares of the Class B
Common which would be assumed to be outstanding upon such exercise.
Page 4 of 6 Pages
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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
immediately prior to the final paragraph:
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 TPG, TPG Parallel, Air Partners II, 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.
Page 5 of 6 Pages
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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
correct.
Date: February 1, 1996 MESA AIR GROUP, INC.
By: /s/ W. Stephen Jackson
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Name: W. Stephen Jackson
Title: Chief Financial Officer
Page 6 of 6 Pages
