SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
America West Holdings Corporation(1)
America West Airlines, Inc. (2)
-------------------
(Name of Issuer)
(1) Class A Common Stock, $.01 par value
(1) Class B Common Stock, $.01 par value
(2) Warrants to Purchase Class B Common
Stock of America West Holdings
Corporation
----------------------------
(Title of Class of Securities)
023657 10 9
023657 20 8
023650 11 2
--------------
(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)
March 13, 1997
--------------
(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. 023657 10 9, 02365 20 8, 023650 11 2
------------
- -----------------------------------------------------------------
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 780,473
CLASS B COMMON STOCK 1,613,586
WARRANTS 0
NUMBER OF
- ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 780,473
CLASS B COMMON STOCK 1,613,586
WARRANTS 0
- ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
- --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
- ---------------------------------------------------------------
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 7.2%
WARRANTS 9.8%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------
2
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023657 10 9, 023657 20 8, 023650 11 2
------------
- -----------------------------------------------------------------
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 78,644
CLASS B COMMON STOCK 162,592
WARRANTS 0
NUMBER OF
- ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 78,644
CLASS B COMMON STOCK 162,592
WARRANTS 0
- ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
- --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
- ---------------------------------------------------------------
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 7.2%
WARRANTS 9.8%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------
3
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023657 10 9, 023657 20 8, 023650 11 2
------------
- -----------------------------------------------------------------
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 82,314
CLASS B COMMON STOCK 170,181
WARRANTS 0
NUMBER OF
- ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,200,000
EACH CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 82,314
CLASS B COMMON STOCK 170,181
WARRANTS 0
- ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
- --------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
- ---------------------------------------------------------------
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 7.2%
WARRANTS 9.8%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ----------------------------------------------------------------
4
<PAGE>
This amendment No. 8 (this "Amendment") amends and
supplements the Schedule 13D filed on September 6, 1994, as
amended by Amendment No. 1 filed on November 22, 1995, Amendment
No. 2 filed on January 30, 1996, Amendment No. 3 filed on
February 16, 1996, Amendment No. 4 filed on February 21, 1996,
Amendment No. 5 filed on February 27, 1996, Amendment No. 6 filed
on May 30, 1996 and Amendment No. 7 filed on June 18, 1996 (the
"Schedule 13D"), of TPG Partners, L.P. ("TPG"), TPG Parallel I,
L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners
II", 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") and the Class B Common
Stock, $0.01 par value per share (the "Class B Common") of
America West Holdings Corporation, a Delaware corporation
("Holdings"), and the Warrants to Purchase Class B Common (the
"Warrants") of America West Airlines, Inc., a Delaware
corporation (the "Company"). The Warrants entitle holders to
purchase one share of Class B Common at a price of $12.74 per
share. All capitalized terms used in this Amendment and not
otherwise defined herein have the meanings ascribed to such terms
in the Schedule 13D.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended to read in its
entirety as follows:
The securities to which this statement relates are (i) the
Class A Common Stock, $0.01 par value per share (the "Class A
Common") and the Class B Common Stock, $0.01 par value per share
(the "Class B Common") of America West Holdings Corporation, a
Delaware corporation ("Holdings") and (ii) the Warrants to
Purchase Class B Common of America West Airlines, Inc., a
Delaware corporation (the "Company"). The Warrants entitle
holders to purchase one share of Class B Common at a price of
$12.74 per share.
According to information provided by the Company, effective
as of midnight on December 31, 1996, the Company adopted a
holding company form of organizational structure. The holding
company reorganization was effected pursuant to an Agreement and
Plan of Merger among the Company, Holdings and AWA Merger, Inc.,
a Delaware corporation and wholly owned subsidiary of Holdings
("Merger Sub"), which provided for, among other things, the
merger ("Merger") of Merger Sub with and into the Company, with
the Company as the surviving corporation. By virtue of the
Merger, the Company became a wholly owned subsidiary of Holdings
and each issued and outstanding share of Class A Common Stock and
Class B Common Stock of the Company was converted into one share
of Class A Common and Class B Common, respectively, of Holdings.
As a result, each holder of the Company's Class A Common Stock
and Class B Common Stock became the owner of the same number of
5
<PAGE>
shares of Class A Common and Class B Common, respectively, of
Holdings as the number of shares of the Company's Class A Common
Stock and Class B Common Stock owned by such stockholder prior to
the Merger. Also as a result of the Merger, each Warrant, which
prior to the effective time of the Merger entitled the holder
thereof the purchase one share of the Company's Class B Common
Stock, now entitles the holder of such Warrant to purchase one
share of Class B Common of Holdings. The Warrants remain an
obligation of the Company.
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) On March 13, 1997, TPG entered into a Warrant
Purchase Agreement with the Company, pursuant to which TPG sold
1,584,915 Warrants to the Company for a total of $11,062,706,
representing an amount equal to $6.98 per Warrant. TPG had held
107 of such Warrants as a nominee of Air Partners and 102 of such
Warrants as a nominee of TPG Parallel. Such sale is scheduled to
close on March 19, 1997. Upon the completion of such sale, TPG
will no longer hold any Warrants. A copy of such Warrant Purchase
Agreement is attached hereto as Exhibit 2.
On March 13, 1997, TPG Parallel entered into a Warrant
Purchase Agreement with the Company, pursuant to which TPG
Parallel sold 159,580 Warrants to the Company for a total of
$1,113,868, representing an amount to equal $6.98 per Warrant.
Such sale is scheduled to close on March 19, 1997. Upon the
completion of such sale, TPG Parallel will no longer hold any
Warrants. A copy of such Warrant Purchase Agreement is attached
hereto as Exhibit 3.
On March 13, 1997, Air Partners entered into a Warrant
Purchase Agreement with the Company, pursuant to which Air
Partners sold 167,028 Warrants to the Company for a total of
$1,165,855, representing an amount equal to $6.98 per Warrant.
Such sale is scheduled to close on March 19, 1997. Upon the
completion of such sale, Air Partners will no longer hold any
Warrants. A copy of such Warrant Purchase Agreement is attached
hereto as Exhibit 4.
At the date hereof, TPG has the sole power to vote and
dispose of 780,473 shares of Class A Common and 1,613,586 shares
of Class B Common. The Class A Common held by TPG represents
approximately 65.0% of the 1,200,000 shares of Class A Common
outstanding as of February 28, 1997, based on information
provided by the Company. The Class B Common held by TPG
represents approximately 3.6% of the 44,593,235 shares of Class B
Common outstanding as of February 28, 1997, based on information
provided by the Company.
6
<PAGE>
At the date hereof, TPG Parallel has the sole power to vote
and dispose of 78,644 shares of Class A Common and 162,592 shares
of Class B Common. The Class A Common held by TPG Parallel
represents approximately 6.6% of the 1,200,000 shares of Class A
Common outstanding as of February 28, 1997, based on information
provided by the Company. The Class B Common held by TPG Parallel
represents approximately 0.4% of the 44,593,235 shares of Class B
Common outstanding as of February 28, 1997, based on information
provided by the Company.
At the date hereof, Air Partners II has the sole power to
vote and dispose of 82,314 shares of Class A Common and 170,181
shares of Class B Common. The Class A Common held by Air Partners
II represents approximately 6.9% of the 1,200,000 shares of Class
A Common outstanding as of February 28, 1997, based on
information provided by the Company. The Class B Common held by
Air Partners II represents approximately 0.4% of the 44,593,235
shares of Class B Common outstanding as of February 28, 1997,
based on information provided by the Company.
In an amendment to its Schedule 13D filed on June 12, 1996,
GPA reported that on May 23, 1996 it closed the sale of all of
its 1,384,615 Warrants to the Company for a total of
$11,609,996.78, representing an amount per Warrant equal to (a)
the difference between a 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. In the same amendment to its
Schedule 13D, GPA reported that it no longer any held any Class A
Common, Class B Common or Warrants.
As a result of, and simultaneously with, such sale, 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, the Filing 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 Filing Parties and GPA no longer comprise a group
within the meaning of Section 13(d)(3) of the Exchange Act.
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 Continental and Mesa. As a result of
these agreements and understandings, the Filing Parties, together
with each of 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 Continental and
7
<PAGE>
Mesa is contained in separate Schedules 13D (and amendments
thereto) filed by each of Continental and Mesa.
On the basis of information contained in the Schedules 13D
(as amended as of the date hereof) filed by each of Continental
and Mesa, the Filing Parties, Continental and Mesa, as a group,
beneficially own 1,200,000 shares of Class A Common, 2,464,001
shares of Class B Common, and 799,767 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 February 28, 1997, based on information
provided by the Company. The aggregate amount of Class B Common
beneficially owned by the group represents approximately 5.5% of
the 44,593,235 shares of Class B Common outstanding as of
February 28, 1997, based on information provided by the Company.
The aggregate amount of Warrants beneficially owned by the group
represents approximately 12.8% of the 6,266,384 Warrants
outstanding as of February 28, 1997, based on information
provided by the Company, after giving effect to the cancellation
of Warrants sold to the Company by TPG, TPG Parallel and Air
Partners (as reported herein). Assuming exercise of the Warrants,
the aggregate amount of Class B Common and Warrants beneficially
owned by the group represents approximately 7.2% of the
45,393,002 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 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement
Exhibit 2 -- TPG Partners Warrant Purchase Agreeement
Exhibit 3 -- TPG Parallel Warrant Purchase Agreeement
Exhibit 4 -- Air Partners Warrant Purchase Agreeement
8
<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: March 19, 1997
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
9
<PAGE>
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.
1
<PAGE>
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
2
<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
3
<PAGE>
WARRANT PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into as
of the 13th day of March, 1997, by and among America West
Airlines, Inc., a Delaware corporation ("AWA") and TPG Partners,
L.P., a Texas limited partnership ("Warrant Holder').
W I T N E S S E T H:
WHEREAS, the Warrant Holder holds 1,584,915 warrants
(collectively, the "Warrants" and, individually, a "Warrant") to
purchase shares of Class B Common Stock, par Value $.01 per share
of America West Holdings Corporation (the "Common Stock"), which
Warrants were acquired and are held pursuant to the terms of
those certain Warrant Certificates dated August 25, 1994 issued
in the name of Warrant Holder, and governed by the terms of that
certain Warrant Agreement dated as of August 25, 1994, as amended
by the Supplemental Warrant Agreement dated as of December 31,
1996 between AWA and Harris Trust and Savings Bank of California,
as Warrant Agent;
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 promises 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 March 19, 1997, at 10:00 a.m.
at the offices of AWA in Phoenix, Arizona, 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 Warrants and delivery of the original
certificates for the Warrants. At the Closing, AWA shall pay to
the Warrant Holder an amount per Warrant equal to US$6.98 per
Warrant ("Purchase Price"). The aggregate Purchase Price in the
amount of US$11,062,706 (eleven million sixty-two thousand seven
hundred six United States dollars) 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,
<PAGE>
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.
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
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its General Partner
By: TPG Advisors, Inc., its General Partner
By: /s/ James J. O'Brien
----------------------------
Title: Vice President
Address: TPG GenPar, L.P.,
201 Main Street, Suite 2420,
Fort Worth, Texas 76102
2
<PAGE>
WARRANT PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into as
of the 13th day of March, 1997, by and among America West
Airlines, Inc., a Delaware corporation ("AWA") and TPG Parallel
I, L.P., a Texas limited partnership ("Warrant Holder').
W I T N E S S E T H:
WHEREAS, the Warrant Holder holds 159,580 warrants
(collectively, the "Warrants" and, individually, a "Warrant") to
purchase shares of Class B Common Stock, par Value $.01 per share
of America West Holdings Corporation (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 Warrant Holder, and governed by the terms of that certain
Warrant Agreement dated as of August 25, 1994, as amended by the
Supplemental Warrant Agreement dated as of December 31, 1996
between AWA and Harris Trust and Savings Bank of California, as
Warrant Agent;
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 promises 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 March 19, 1997, at 10:00 a.m.
at the offices of AWA in Phoenix, Arizona, 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 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 US$6.98 per Warrant
("Purchase Price"). The aggregate Purchase Price in the amount of
US$1,113,868 (one million one hundred thirteen thousand eight
hundred sixty-eight United States dollars) 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,
<PAGE>
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.
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
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its General Partner
By: TPG Advisors, Inc., its General Partner
By: /s/ James J. O'Brien
----------------------------
Title: Vice President
Address: TPG GenPar, L.P.,
201 Main Street, Suite 2420,
Fort Worth, Texas 76102
2
<PAGE>
WARRANT PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into as
of the 13th day of March, 1997, by and among America West
Airlines, Inc., a Delaware corporation ("AWA") and Air Partners
II, L.P., a Texas limited partnership ("Warrant Holder').
W I T N E S S E T H:
WHEREAS, the Warrant Holder holds 167,028 warrants
(collectively, the "Warrants" and, individually, a "Warrant") to
purchase shares of Class B Common Stock, par Value $.01 per share
of America West Holdings Corporation (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 Warrant Holder, and governed by the terms of that certain
Warrant Agreement dated as of August 25, 1994, as amended by the
Supplemental Warrant Agreement dated as of December 31, 1996
between AWA and Harris Trust and Savings Bank of California, as
Warrant Agent;
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 promises 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 March 19, 1997, at 10:00 a.m.
at the offices of AWA in Phoenix, Arizona, 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 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 US$6.98 per Warrant
("Purchase Price"). The aggregate Purchase Price in the amount of
US$1,165,855 (one million one hundred sixty-five thousand eight
hundred fifty-five United States dollars) 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,
<PAGE>
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.
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
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., its General Partner
By: TPG Advisors, Inc., its General Partner
By: /s/ James J. O'Brien
----------------------------
Title: Vice President
Address: TPG GenPar, L.P.,
201 Main Street, Suite 2420,
Fort Worth, Texas 76102
2
<PAGE>
