<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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)
MAY 23, 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> 2
SCHEDULE 13D
CUSIP No. 023650 302, 023650 203, 023650 112
----------------------------------
- -------------------------------------------------------------------------------
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) [ ]
(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 0
OWNED BY EACH
EACH REPORTING
PERSON WITH
- -------------------------------------------------------------------------------
8. SHARED VOTING POWER
CLASS A COMMON STOCK 0
CLASS B COMMON STOCK 0
WARRANTS 0
- -------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
CLASS A COMMON STOCK 0
CLASS B COMMON STOCK 0
WARRANTS 0
-2-
<PAGE> 3
- -------------------------------------------------------------------------------
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 0
CLASS B COMMON STOCK 0
WARRANTS 0
- -------------------------------------------------------------------------------
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 0%
CLASS B COMMON STOCK 0%
WARRANTS 0%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
-3-
<PAGE> 4
Amendment No. 2
to
SCHEDULE 13D STATEMENT
The information contained in this Amendment No. 2 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 1,384,615 Warrants to
purchase Class B Common Stock of America West Airlines, Inc. This Amendment
No. 2 supplements and amends information contained in Items 5 and 6, as well as
adds an Exhibit filed pursuant to Item 7, of the Schedule 13D Statement (which
was filed by GPA on September 6, 1994), as previously supplemented and amended
by Amendment No. 1 (which was filed by GPA on November 20, 1995). Except as
otherwise defined herein, all capitalized terms used in this Amendment No. 1
have the meanings stated in the Schedule 13D Statement.
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. 2,
GPA does not have the sole power to vote or dispose of any of the
Class A Common, the Class B Common or the Warrants.
As set forth in Item 6, GPA had 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
comprised a group within the meaning of Section 13(d)(3) of the
Exchange Act, and such group was deemed to beneficially own the
securities of the Company owned by each of such persons. By reason
of, and concurrently with, the sale by GPA of 1,384,615 Warrants which
is reported pursuant to Item 5(c), such understandings and agreements
of GPA
-4-
<PAGE> 5
with the TPG Parties, Continental and Mesa terminated in accordance
with the terms of the Stockholders' Agreement and the GPA Voting
Agreement described in Item 6 and GPA ceased to be a member of such
group.
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 dispose of any shares of Class A Common or Class B Common, or
of any Warrants.
(c) On May 23, 1996, GPA sold to the Company
1,384,615 Warrants for an aggregate purchase price of $11,609,996.78,
representing an amount per Warrant equal to (i) the difference between
(a) a per share price of the Class B Common of $20.125 and (b) $12.74
(the exercise price of the Warrants), plus (ii) a premium of $1.00 per
Warrant. The sale was effected pursuant to a Warrant Purchase
Agreement, made and entered into as of the 22nd day of May, 1996, by
and between the Company and GPA.
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 added to Item 6 pursuant to Amendment No. 1 is
amended to read as follows:
Pursuant to the Stockholders' Agreement and the GPA
Voting Agreement, the parties to such agreements were 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 owned 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
-5-
<PAGE> 6
the Stockholders' Agreement dated as of September 6, 1994 and
Amendment No. 1 to the GPA Voting Agreement dated as of September 6,
1994 (added by way of Amendment No. 1 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 was to be made (i) as if the 1,384,615 Warrants issued
upon consummation of the Plan shall have been exercised for 1,384,615
shares of Class B Common as of the date of such determination, and
(ii) excluding from such determination the potential dilutive effect
of certain warrants, options or rights issued subsequent to
confirmation of the Plan. Accordingly, by reason of, and concurrently
with, the sale by GPA of 1,384,615 Warrants reported pursuant to Item
5(c), the obligations of the parties to the Stockholders' Agreement
and the GPA Voting Agreement to vote for a director of the Company
designated by GPA terminated in accordance with the terms of the
Stockholders' Agreement and the GPA Voting Agreement.
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*
Exhibit 6 -- Warrant Purchase Agreement**
[SIGNATURE PAGE FOLLOWS.]
________________________________________
* Filed with Amendment No. 1 to Schedule 13D Statement.
** Filed with Amendment No. 2 to Schedule 13D Statement.
-6-
<PAGE> 7
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: June 12, 1996
-7-
<PAGE> 1
WARRANT PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into as of the
22nd day of May, 1996, by and among America West Airlines, Inc. a Delaware
corporation ("AWA") and GPA Group plc ("Warrant Holder").
W I T N E S S E T H:
WHEREAS, the Warrant Holder holds 1,384,615 warrants
(collectively, the "Warrants" and individually, a "Warrant") to purchase shares
of Class B Common Stock, par value $.01 per share of AWA (the "Common Stock"),
which Warrants were acquired and are held pursuant to the terms of that certain
Warrant Certificate dated August 25, 1994 issued in the name of the Warrant
Holder, and governed by the terms of that certain Warrant Agreement dated as of
August 25, 1994, between AWA and the Warrant Agent named therein;
WHEREAS, AWA desires to purchase all of the Warrants held by
Warrant Holder, and Warrant Holder desires to sell such Warrants to AWA;
NOW, THEREFORE, in consideration of the premises and of the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, do hereby agree as follows:
Section 1. Closing.
The Closing (the "Closing") of the transaction contemplated
hereby shall occur on Thursday, May 23, 1996, at 10:00 a.m. at the offices of
Latham & Watkins in New York, or at such other place or such other date or time
as all of the parties may agree.
Section 2. Actions at Closing.
At the Closing, the Warrant Holder shall sell, transfer,
convey and deliver to AWA all of such Warrant Holder's right, title and
interest in and to the Warrants, and AWA shall acquire the Warrants. Such
transfer shall be effected by the execution by the Warrant Holder of an
assignment in the form contemplated by the Warrants and delivery of the
original certificate for the Warrants. At the Closing, AWA shall pay to the
Warrant Holder an amount per Warrant equal to $8.385 per Warrant ("Purchase
Price") representing the Class B stock price of $20.125 less the
<PAGE> 2
$12.74 exercise price of the Warrant plus a premium of $1.00 per Warrant. The
aggregate Purchase Price in the amount of $11,609,996.78 shall be paid to
Warrant Holder by wire transfer of same day funds to an account of Warrant
Holder designated prior to Closing.
Section 3. Representations.
The Warrant Holder represents and warrants to AWA that it
beneficially holds on the date hereof, and will hold at the Closing, the
Warrants free and clear of any lien, charge or encumbrance whatsoever. Warrant
Holder represents and warrants to AWA that the execution, delivery and
performance of this Agreement by Warrant Holder has been duly authorized by all
necessary corporate action on its part and are within its corporate power. AWA
represents and warrants to the Warrant Holder that the execution, delivery and
performance of this Agreement by AWA has been duly authorized by all necessary
corporate action on its part and are within its corporate power. Each
representation made in this Section 3 shall be deemed to be made again at and
as of the Closing.
Section 4. Miscellaneous.
(a) Notices. Any notice or other communication given in
connection with this Agreement shall be in writing and shall be deemed to have
been given when delivered by hand or when deposited in the mail, certified or
registered, return receipt requested, postage prepaid, properly addressed to
the person to whom such notice or other communication is intended to be given,
at the address, indicated next to its signature below.
(b) Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original but all of which together with shall constitute and be the same
instrument.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
AMERICA WEST AIRLINES, INC.
By: /s/ Stephen L. Johnson
--------------------------------
Title: Senior Vice President - Legal
Affairs
Address: 4000 East Sky Harbor Boulevard
Phoenix, AZ 85035
GPA GROUP plc
By: /s/ Michael Walsh
--------------------------------
Title: Attorney-in-Fact
Address: GPA House
Shannon, Ireland
-3-
