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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. 7)*
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
---------------
(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)
June 12, 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
<TABLE>
7 SOLE VOTING POWER
<S> <C> <C>
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 5,175,291
PERSON WITH Warrants to Purchase Class B Common Stock 2,711,290
9 SOLE DISPOSITIVE POWER
Class A Common Stock 100,000
Class B Common Stock 200502
Warrants to Purchase Class B Common Stock 799,767
10 SHARED DISPOSITIVE POWER
Class A Common Stock 1,200,000
Class B Common Stock 5,175,291
Warrants to Purchase Class B Common Stock 2,711,290
</TABLE>
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 5,175,290
Warrants to Purchase Class B Common Stock 2,711,290
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 11.1%
Warrants to Purchase Class B Common Stock 33.1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
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This Amendment No. 7 (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, Amendment No. 5 filed as of February 27, 1996 and Amendment No. 6 filed as
of May 30, 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 30, 1996, GPA and the Company closed an agreement for
GPA to sell to the Company all of GPA's 1,384,615 Warrants for $11,609,996.78,
representing an amount per Warrant equal to (a) the difference between the per
share price of the Class B Common of $20.125 and $12.74 (the exercise price of
the Warrants), plus (b) a premium of $1.00 per Warrant. GPA filed an amendment
to its Schedule 13D on June 12, 1996 and reported that it no longer held any
Class A Common, Class B Common or Warrants.
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 May 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 May 30, 1996, based on
information provided by the Company. The Warrants held by Mesa represent
approximately 9.8% of the 8,184,763 Warrants outstanding as of May 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 44,819,146 shares of
the Class B Common that would be assumed to be outstanding upon such exercise.
The following paragraph should be inserted immediately after
the above paragraph:
As a result of, and simultaneously with, the sale by GPA of
its Warrants, the rights and obligations of GPA under each of the Stockholders'
Agreement and the GPA Voting Agreement (other than the obligation for GPA to
cause the resignation or removal of its designated director from the Company's
board of directors) terminated automatically. Accordingly, each of TPG, TPG
Parallel, Air Partners II, Continental and Mesa (collectively, the "Parties") no
longer have any understandings and agreements regarding the voting and
disposition of the securities of the Company held by them with GPA and the
Parties and GPA no longer comprise a group within the meaning of Section
13(d)(3) of the Exchange Act. The Parties do continue to comprise a group within
the meaning of the Exchange Act.
The third paragraph of Item 5(a)-(b) of the Schedule 13D is
hereby amended and replaced in its entirety as follows:
Page 4 of 6 Pages
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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 Mesa, 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
2,711,290 shares of Class B Common purchasable upon the exercise of Warrants),
and 2,711,290 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 May 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 May 30, 1996, based on information provided by the Company.
The aggregate amount of Warrants beneficially owned by the group represents
approximately 33.1% of the 8,184,763 Warrants outstanding as of May 30, 1996,
based on information provided by the Company.
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:
As a result of, and simultaneously with, the sale of all of
its Warrants (as reported in the amendment to its Schedule 13D described above),
the rights and obligations of GPA under each of the Stockholders' Agreement and
the GPA Voting Agreement (other than the obligation for GPA to cause the
resignation or removal of its designated director from the Company's board of
directors) terminated automatically.
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: June 18, 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
