SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
Richard J. Cooper, 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)
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
[ ].
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
------------
_________________________________________________________________
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) | 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
DELAWARE
_________________________________________________________________
7 SOLE VOTING POWER
CLASS A COMMON STOCK 642,078
CLASS B COMMON STOCK 5,739,480
WARRANTS 1,583,688
NUMBER OF
____________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 13,604,096
WARRANTS 4,897,538
____________________________________________________________<PAGE>
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 642,078
CLASS B COMMON STOCK 5,739,480
WARRANTS 1,583,688
____________________________________________________________
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,604,096
WARRANTS 4,897,538
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,604,096
WARRANTS 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 100.0%
CLASS B COMMON STOCK 27.7%
WARRANTS 47.2%
________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
------------
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Parallel I, L.P.
75-2544886
_________________________________________________________________
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
DELAWARE
_________________________________________________________________
7 SOLE VOTING POWER
CLASS A COMMON STOCK 64,699
CLASS B COMMON STOCK 578,338
WARRANTS 159,580
NUMBER OF
____________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 13,604,096
WARRANTS 4,897,538
____________________________________________________________<PAGE>
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 64,699
CLASS B COMMON STOCK 578,338
WARRANTS 159,580
____________________________________________________________
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,604,096
WARRANTS 4,897,538
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,604,096
WARRANTS 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 100.0%
CLASS B COMMON STOCK 27.7%
WARRANTS 47.2%
________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
------------
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Air Partners II, L.P.
75-2553295
_________________________________________________________________
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
TEXAS
_________________________________________________________________
7 SOLE VOTING POWER
CLASS A COMMON STOCK 67,718
CLASS B COMMON STOCK 605,330
WARRANTS 167,028
NUMBER OF
____________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 13,604,096
WARRANTS 4,897,538
____________________________________________________________<PAGE>
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 67,718
CLASS B COMMON STOCK 605,330
WARRANTS 167,028
____________________________________________________________
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,604,096
WARRANTS 4,897,538
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 13,604,096
WARRANTS 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 100.0%
CLASS B COMMON STOCK 27.7%
WARRANTS 47.2%
________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________
<PAGE>
This amendment No. 2 (this "Amendment") amends and
supplements the Schedule 13D filed on September 6, 1994, as
amended by Amendment No. 1 filed on November 22, 1995 (the
"Schedule 13D"), of TPG Partners, L.P. ("TPG"), TPG Parallel I,
L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners",
and collectively with TPG and TPG Parallel, the "Filing
Parties"), 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 have the meanings ascribed to such terms in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Schedule 13D are hereby
amended to read in their entirety as follows:
(a) - (b) At the date hereof, TPG has the sole power to
vote and dispose of 642,078 shares of Class A Common, 4,155,792
shares of Class B Common, and 1,583,688 Warrants. The Warrants
entitle holders to purchase one share of Class B Common at a
price of $12.74 per share. The Class A Common held by TPG
represents approximately 53.5% of the 1,200,000 shares of Class A
Common outstanding as of December 31, 1995, based on information
provided by the Company. The Class B Common held by TPG
represents approximately 9.4% of the 44,141,330 shares of Class B
Common outstanding as of December 31, 1995, based on information
provided by the Company. The Warrants held by TPG represent
approximately 15.3% of the 10,380,286 Warrants outstanding as of
December 31, 1995, based on information provided by the Company.
Assuming exercise of the Warrants, the Class B Common and
Warrants held by TPG represent approximately 12.6% of the
45,725,018 shares of Class B Common which would be assumed to be
outstanding upon such exercise.
At the date hereof, TPG Parallel has the sole power to vote
and dispose of 64,699 shares of Class A Common, 418,758 shares of
Class B Common, and 159,580 Warrants. The Class A Common held by
TPG Parallel represents approximately 5.4% of the 1,200,000
shares of Class A Common outstanding as of December 31, 1995,
based on information provided by the Company. The Class B Common
held by TPG Parallel represents approximately 0.9% of the
44,141,330 shares of Class B Common outstanding as of December
31, 1995, based on information provided by the Company. The
Warrants held by TPG Parallel represent approximately 1.5% of the
10,380,286 Warrants outstanding as of December 31, 1995, based on
information provided by the Company. Assuming exercise of the
Warrants, the Class B Common and Warrants held by TPG Parallel
represent approximately 1.3% of the 44,300,910 shares of Class B
Common which would be assumed to be outstanding upon such
exercise.
At the date hereof, Air Partners II has the sole power to
vote and dispose of 67,718 shares of Class A Common, 438,302
shares of Class B Common, and 167,028 Warrants. The Class A
Common held by Air Partners II represents approximately 5.6% of
the 1,200,000 shares of Class A Common outstanding as of December
31, 1995, based on information provided by the Company. The
Class B Common held by Air Partners II represents approximately
1.0% of the 44,141,330 shares of Class B Common outstanding as of
December 31, 1995, based on information provided by the Company.
The Warrants held by Air Partners II represent approximately 1.6%
of the 10,380,286 Warrants outstanding as of December 31, 1995,
based on information provided by the Company. Assuming exercise
of the Warrants, the Class B Common and Warrants held by Air
Partners II represent approximately 1.4% of the 44,308,358 shares
of Class B Common which would be assumed to be outstanding upon
such exercise.
As set forth in Items 5(d) and 6 to the Schedule 13D, the
Filing Parties have certain understandings and agreements
regarding the voting and disposition of the securities of the
Company held by them with GPA Group plc, an Irish public limited
company ("GPA"), Continental Airlines, Inc., a Delaware
corporation ("Continental") and Mesa Airlines, Inc., a New Mexico
corporation ("Mesa"). As a result of these agreements and
understandings, the Filing Parties, together with each of GPA,
Continental and Mesa, 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
others. Information concerning the ownership of Class A Common,
Class B Common and Warrants by each of GPA, Continental and Mesa
is contained in separate Schedules 13D filed by each of GPA,
Continental and Mesa. In an amendment to its Schedule 13D filed
on November 23, 1995, Mesa reported that Regional Aircraft
Services, Inc. ("Regional"), a California corporation that is
100% owned by WestAir Holding, Inc., a California corporation
that is 100% owned by Mesa, received 2,129 shares of 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 Class B Common were distributed to Regional
pursuant to the Plan as confirmed by the Bankruptcy Court.
On the basis of information contained in the Schedules 13D
(as amended as of the date hereof) filed by each of Continental,
Mesa and GPA, the Filing Parties, Continental, Mesa and GPA, as a
group, beneficially own 1,200,000 shares of Class A Common,
8,706,558 shares of Class B Common, and 4,897,538 Warrants. The
aggregate amount of Class A Common beneficially owned by the
group represents 100% of the 1,200,000 shares of Class A Common
outstanding as of December 31, 1995, based on information
provided by the Company. The aggregate amount of Class B Common
beneficially owned by the group represents approximately 19.7% of
the 44,141,330 shares of 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 exercise of the Warrants, the
aggregate amount of Class B Common and Warrants beneficially
owned by the group represents approximately 27.7% of the
49,038,868 shares of Class B Common which would be assumed to be
outstanding upon such exercise.
Except as described herein, none of the Filing Parties has
the sole or shared voting power to vote or the sole or shared
power to dispose of any shares of Class A Common, Class B Common
or any of the Warrants.
To the knowledge of the Filing Parties, none of the
individuals named in Item 2 has the sole or shared power to vote
or the sole or shared power to dispose of any shares of Class A
Common, Class B Common, or of any Warrants.
(c) Except as stated herein, no transactions in shares of
Class A Common, Class B Common or Warrants were effected during
the past 60 days by any Filing Party or to the best of their
knowledge, any of the individuals 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.
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 the Filing Parties,
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.
Simultaneously with or prior to the execution of the
Purchase Agreement, the Filing Parties intend to enter into a
share exchange agreement with Continental pursuant to which each
of the Filing Parties will exchange shares of Class B Common for
an equal number of shares of Class A Common held by Continental.
Closing of the share exchange is expected to be conditioned on
closing of the sale of shares of Class B Common to the
underwriters. In the share exchange agreement, Continental is
expected to waive its right of first refusal with regard to the
sale by the Filing Parties of the shares of Class B Common.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement
<PAGE>
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: January 29, 1996
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
TPG PARALLEL I, 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
<PAGE>
AIR PARTNERS II, 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
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, (this "Agreement"), dated as of
September 1, 1994 among TPG PARTNERS, L.P., a Delaware limited
partnership ("TPG"), TPG PARALLEL I, L.P., a Delaware limited
partenrship ("TPG Parallel") and AIR PARTNERS II, L.P., a Texas
limited partnership ("Air Partners II").
W I T N E S S T H
WHEREAS, as of the date hereof, each of TPG, TPG Parallel
and Air Partners II is filing a Schedule 13D under the Securities
Exchange Act of 1934 (the "Exchange Act") with respect to the
securities of America West, Inc., a Delaware corporation (the
"Schedule 13D";
WHEREAS, each of TPG, TPG Parallel and Air Partners II is
individually eligible to file the Schedule 13D;
WHEREAS, each of TPG, TPG Parallel and Air Partners II
wishes to file the Schedule 13D and any amendments thereto
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, TPG Parallel and Air Partners II hereby agree that
the Schedule 13D is, and any amendments thereto will be, filed on
behalf of each of TPG, TPG Parallel and Air Partners II 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 TPG
Parallel or Air Partners II contained therein, unless TPG knows
or has reason to know that such information is inaccurate.
3. TPG Parallel hereby acknowledges that, pursuant to Rule
13d-1(f)(1)(i) under the Exchange Act, TPG Parallel 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 Paralllel contained therein, and is
not responsible for the completeness and accuracy of the
information concerning TPG or Air Partners II contained therein,
unless TPG Parallel knows or has reason to know that such
information is inaccurate.
4. Air Partners II hereby acknowledges that, pursuant to
Rule 13d-1(f)(1)(i) under the Exchange Act, Air Partners II is
responsible for the timely filing of the Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the
information concerning Air Partners II contained therein, and is
not responsible for the completeness and accuracy of the
information concerning TPG or TPG Parallel contained therein,
unless Air Partners II knows or has reason to know that such
information is inaccurate.
5. Each of TPG, TPG Parallel and Air Partners II 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.
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
TPG PARALLEL I, 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
AIR PARTNERS II, 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
