SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
January 29, 1998
--------------
(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, 023657 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 1,100,000
EACH CLASS B COMMON STOCK 2,263,499
WARRANTS 0
---------------------------------------------------
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 1,100,000
CLASS B COMMON STOCK 2,263,499
WARRANTS 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 2,263,499
WARRANTS 0
- -----------------------------------------------------------------
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 5.1%
WARRANTS 0.0%
- -----------------------------------------------------------------
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 1,100,000
EACH CLASS B COMMON STOCK 2,263,499
WARRANTS 0
---------------------------------------------------
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 1,100,000
CLASS B COMMON STOCK 2,263,499
WARRANTS 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 2,263,499
WARRANTS 0
- -----------------------------------------------------------------
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 5.1%
WARRANTS 0.0%
- -----------------------------------------------------------------
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 1,100,000
EACH CLASS B COMMON STOCK 2,263,499
WARRANTS 0
---------------------------------------------------
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 1,100,000
CLASS B COMMON STOCK 2,263,499
WARRANTS 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 2,263,499
WARRANTS 0
- -----------------------------------------------------------------
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 5.1%
WARRANTS 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
4
<PAGE>
This amendment No. 9 (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, Amendment No. 7 filed on June 18, 1996 and
Amendment No. 8 filed on March 19, 1997 (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 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) 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 70.1% of the 1,100,000 shares of Class A
Common outstanding as of October 31, 1997, based on information
provided by the Company (after giving effect to the repurchase of
Class A Common sold to the Company by Mesa (as reported herein)).
The Class B Common held by TPG represents approximately 3.6% of
the 44,552,818 shares of Class B Common outstanding as of October
31, 1997, based on information provided by the Company (after
giving effect to the repurchase of Class B Common sold to the
Company by Mesa (as reported herein)).
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 7.2% of the 1,100,000 shares of Class A
Common outstanding as of October 31, 1997, based on information
provided by the Company (after giving effect to the repurchase of
Class A Common sold to the Company by Mesa (as reported herein)).
The Class B Common held by TPG Parallel represents approximately
0.4% of the 44,552,818 shares of Class B Common outstanding as of
October 31, 1997, based on information provided by the Company
(after giving effect to the repurchase of Class B Common sold to
the Company by Mesa (as reported herein)).
5
<PAGE>
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 7.5% of the 1,100,000 shares of Class
A Common outstanding as of October 31, 1997, based on information
provided by the Company (after giving effect to the repurchase of
Class A Common sold to the Company by Mesa (as reported herein)).
The Class B Common held by Air Partners II represents
approximately 0.4% of the 44,552,818 shares of Class B Common
outstanding as of October 31, 1997, based on information provided
by the Company (after giving effect to the repurchase of Class B
Common sold to the Company by Mesa (as reported herein)).
In an amendment to its Schedule 13D filed on January 29,
1998, Mesa reported that on January 23, 1998 (i) Mesa closed the
sale of all of its 100,000 shares of Class A Common and 200,727
shares of Class B Common to the Company for a total of
$5,450,676.88, representing an amount per share of the Class A
Common and Class B Common equal to closing sale price of the
Class B Common, as reported on the New York Stock Exchange
Composite Tape on January 8, 1998 and (ii) that MAGI Insurance,
Ltd., a company organized under the laws of Barbados, West Indies
and a wholly-owned subsidiary of Mesa, closed the sale of all of
its 799,767 Warrants to Holdings for a total of $5,560,853.70,
representing an amount per Warrant equal to ninety-five percent
(95%) of the closing sale price of Warrants, as reported on the
New York Stock Exchange Composite Tape on January 8, 1998. In the
same amendment to its Schedule 13D, Mesa reported that it no
longer held or owned beneficially any Class A Common, Class B
Common or Warrants.
As a result of, and simultaneously with, such sale, the
rights and obligations of Mesa under the Stockholders' Agreement
terminated automatically. Accordingly, the Filing Parties no
longer have any understandings or agreements regarding the
voting and disposition of the securities of Holdings held by them
with Mesa, and the Filing Parties and Mesa 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
Holdings held by them with Continental. As a result of these
agreements and understandings, the Filing Parties, together with
Continental, 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
and Class B Common by Continental is contained in a separate
Schedule 13D (and amendments thereto) filed by Continental.
6
<PAGE>
On the basis of information contained in the Schedule 13D
(as amended as of the date hereof) filed by Continental, the
Filing Parties and Continental, as a group, beneficially own
1,100,000 shares of Class A Common, 2,263,499 shares of Class B
Common and 0 Warrants. The aggregate amount of Class A Common
beneficially owned by the group represents 100% of the 1,100,000
shares of Class A Common outstanding as of October 31, 1997,
based on information provided by the Company (after giving effect
to the repurchase of Class A Common sold to the Company by Mesa
(as reported herein)). The aggregate amount of Class B Common
beneficially owned by the group represents approximately 5.1% of
the 44,552,818 shares of Class B Common outstanding as of October
31, 1997, based on information provided by the Company (after
giving effect to the repurchase of Class B Common sold to the
Company by Mesa (as reported herein)).
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
7
<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: February 6, 1998
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
8
<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
