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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. 5)*
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
505-327-0271
------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 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
<TABLE>
<CAPTION>
<S> <C> <C>
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 200,502
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 7,362,766
PERSON WITH Warrants to Purchase Class B Common Stock 4,898,765
9 SOLE DISPOSITIVE POWER
Class A Common Stock 100,000
Class B Common Stock 200,502
Warrants to Purchase Class B Common Stock 799,767
10 SHARED DISPOSITIVE POWER
Class A Common Stock 1,200,000
Class B Common Stock 7,362,766
Warrants to Purchase Class B Common Stock 4,898,765
</TABLE>
Page 2 of 6 Pages
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13D
<TABLE>
<CAPTION>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,200,000
Class B Common Stock 7,362,766
Warrants to Purchase Class B Common Stock 4,898,765
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 15.0%
Warrants to Purchase Class B Common Stock 47.2%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
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This Amendment No. 5 (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, Amendment No. 2 filed as of February 1, 1996,
Amendment No. 3 filed as of February 21, 1996, and Amendment No. 4 filed as of
February 23, 1996 (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 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by inserting the
following paragraphs immediately prior to the final paragraph thereof.
On February 27, 1996, each of Continental and Mesa closed the
sale of Class B Common pursuant to the exercise of the over-allotment option
granted to certain underwriters by Continental and Mesa pursuant to the
Purchase Agreement and the related Pricing Agreement. Pursuant to the Purchase
Agreement and the Pricing Agreement, Continental and Mesa sold to certain
underwriters, acting through the Representatives, an aggregate of 610,000
shares of Class B Common for resale pursuant to the Company's Registration
Statement on Form S-1, File No. 33-54243, and the related prospectus dated
January 29, 1996 and prospectus supplement dated February 4, 1996 filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended, at a price
of $19.50 per share, less an underwriting discount of $0.93 per share. Of the
total of 610,000 shares of Class B Common sold, 351,970 shares were sold by
Mesa and 258,030 shares were sold by Continental.
ITEM 5. INTERESTS IN SECURITIES OF ISSUER.
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, 200,502 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 .5% 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 1,000,269 shares,
representing approximately 2.2% of the 44,941,097 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, Mesa and GPA, as a group, such persons beneficially own 1,200,000
shares of the Class A Common, 2,464,001 shares of the Class B Common, and
4,898,765 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,
Page 4 of 6 Pages
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based on information provided by the Company. The aggregate amount of the
Class B Common beneficially owned by the group represents approximately 5.6% 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 15.0% of the 49,040,095 shares of the Class B Common
which would be assumed to be outstanding upon such exercise.
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 27, 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
