SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
Michael L. Ryan, 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)
May 28, 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 0
WARRANTS 0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,100,000
EACH CLASS B COMMON STOCK 317,140
WARRANTS 0
---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 780,473
CLASS B COMMON STOCK 0
WARRANTS 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 317,140
WARRANTS 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 317,140
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 1.0%
WARRANTS 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<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 0
WARRANTS 0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,100,000
EACH CLASS B COMMON STOCK 317,140
WARRANTS 0
---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 78,644
CLASS B COMMON STOCK 0
WARRANTS 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 317,140
WARRANTS 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 317,140
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 1.0%
WARRANTS 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<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 0
WARRANTS 0
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 1,100,000
EACH CLASS B COMMON STOCK 317,140
WARRANTS 0
---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 82,314
CLASS B COMMON STOCK 0
WARRANTS 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 317,140
WARRANTS 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 317,140
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 1.0%
WARRANTS 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
This amendment No. 10 (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,
Amendment No. 8 filed on March 19, 1997, and Amendment No. 9
filed on January 29, 1998 (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) On May 28, 1998, TPG agreed to a block trade
sale of 1,613,586 shares of Class B Common for $44,833,487.01
representing an amount equal to $27.785 per share. Such sale is
scheduled to settle on June 2, 1998. Upon settlement, TPG will no
longer hold any shares of Class B Common. At the date hereof, TPG
has the sole power to vote and dispose of 780,473 shares of Class
A Common. The Class A Common held by TPG represents approximately
71% of the 1,100,000 shares of Class A Common outstanding as of
April 30, 1998, based on information provided by Holdings.
On May 28, 1998, TPG Parallel agreed to a block trade
sale of 162,592 shares of Class B Common for $4,517,618.72
representing an amount equal to $27.785 per share. Such sale is
scheduled to settle on June 2, 1998. Upon settlement, TPG
Parallel will no longer hold any shares of Class B Common. At the
date hereof, TPG Parallel has the sole power to vote and dispose
of 78,644 shares of Class A 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 April 30, 1998, based
on information provided by Holdings.
On May 28, 1998, Air Partners agreed to a block trade
sale of 170,181 shares of Class B Common for $4,728,479.09
representing an amount equal to $27.785 per share. Such sale is
scheduled to settle on June 2, 1998. Upon settlement, Air
Partners will no longer hold any shares of Class B Common. At the
date hereof, Air Partners II has the sole power to vote and
dispose of 82,314 shares of Class A 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 April 30,
1998, based on information provided by Holdings.
<PAGE>
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 Holdings 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.
On the basis of information contained in the Schedule
13D (as amended as of January 29, 1998) filed by Continental, the
Filing Parties and Continental, as a group, beneficially own
1,100,000 shares of Class A Common, 317,140 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 April 30, 1998,
based on information provided by Holdings. The aggregate amount
of Class B Common beneficially owned by the group represents
approximately 1% of the 44,890,665 shares of Class B Common
outstanding as of April 30, 1998, based on information provided
by Holdings (after giving effect to the disposition of Class B
Common by the Filing Parties (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 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
On May 20, 1998, the Stockholders' Agreement among
TPG, Continental, Mesa Air Group and America West Holdings
Corporation terminated.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement
<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: May 29, 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
<PAGE>
By: TPG Advisors, Inc.
General Partner
By: /s/ James O'Brien
---------------------------
Name: James O'Brien
Title: Vice President
<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
partnership ("TPG Parallel") and AIR PARTNERS II, L.P., a Texas
limited partnership ("Air Partners II").
W I T N E S S E 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 Parallel 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.
<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 be 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
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
