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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. 6)*
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
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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)
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 [ ]. (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 5 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
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING Class A Common Stock 1,200,000
PERSON WITH Class B Common Stock 6,559,906
Warrants to Purchase Class B Common Stock 4,095,905
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 6,559,906
Warrants to Purchase Class B Common Stock 4,095,905
</TABLE>
Page 2 of 5 Pages
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13D
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
<TABLE>
<CAPTION>
<S> <C> <C>
Class A Common Stock 1,200,000
Class B Common Stock 6,559,906
Warrants to Purchase Class B Common Stock 4,095,905
</TABLE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<TABLE>
<CAPTION>
<S> <C> <C>
Class A Common Stock 100%
Class B Common Stock 13.6%
Warrants to Purchase Class B Common Stock 42.8%
</TABLE>
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 Pages
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This Amendment No. 6 (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, Amendment No. 4 filed as of February 23, 1996 and
Amendment No. 5 filed as of February 27, 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 May 20, 1996, Continental and the Company entered into an agreement for
Continental to sell to the Company all of Continental's 802,860 Warrants for
$6,531,266.10, representing an amount per Warrant equal to (a) the difference
between the closing sale price of the Class B Common as reported on the New York
Stock Exchange Composite Tape on May 16, 1996 and $12.74 (the exercise price of
the Warrants), plus (b) a premium of $1.00 per Warrant. The sale of the Warrants
was completed on May 23, 1996.
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 April 30, 1996, based on information provided by the Company.
The Class B Common held by Mesa represents approximately .5% of the 44,019,379
shares of the Class B Common outstanding as of April 30, 1996, based on
information provided by the Company. The Warrants held by Mesa represent
approximately 8.4% of the 9,569,378 Warrants outstanding as of April 30, 1996,
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 45,604,085 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 (excluding
4,095,905 shares of Class B Common purchasable upon the exercise of Warrants),
and 4,095,905 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 April 30, 1996, 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 44,019,379 shares of the Class B Common
outstanding as of April 30, 1996, based on information provided by the Company.
The aggregate amount of Warrants beneficially owned by the group represents
approximately 42.8% of the 9,569,378 Warrants outstanding as of April 30, 1996,
based on information provided by the Company.
Page 4 of 5 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: May 30, 1996
MESA AIR GROUP, INC.
By: /s/ W. Stephen Jackson
------------------------------
Name: W. Stephen Jackson
Title: Chief Financial Officer
Page 5 of 5 Pages
