ALASKA AIR GROUP INC
SC 13G/A, 1996-05-13
AIR TRANSPORTATION, SCHEDULED
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 SCHEDULE 13G
            Information Statement Pursuant to Rules 13d-1 and 13d-2
                                Amendment No. 1


                            Alaska Air Group, Inc.
                        ------------------------------
                               (Name of Issuer)


                         Common Stock, $1.00 par value
                        ------------------------------
                        (Title of Class of Securities)


                                   011659109
                        ------------------------------
                                (CUSIP Number)


          Check the following box if a fee is being paid with this
          statement _______. (A fee is not required only if the filing
          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.)


                         (Continued on following pages)

                               Page 1 of 5 Pages
<PAGE>
 
- ---------
CUSIP NO.
011659109
- ---------

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Goldman, Sachs & Co.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [_]

                                                                (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        New York
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                  0

        6  SHARED VOTING POWER

                  409,217

        7  SOLE DISPOSITIVE POWER

                  0

        8  SHARED DISPOSITIVE POWER

                  409,217

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        409,217

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        3.0%

12 TYPE OF REPORTING PERSON

        BD-PN-IA

                               Page 2 of 5 Pages
<PAGE>
 
- ---------
CUSIP NO.
011659109
- ---------

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        The Goldman Sachs Group, L.P.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [_]

                                                                (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        Delaware
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                  0

        6  SHARED VOTING POWER

                  409,217

        7  SOLE DISPOSITIVE POWER

                  0

        8  SHARED DISPOSITIVE POWER

                  409,217

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        409,217

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        3.0%

12 TYPE OF REPORTING PERSON

        HC-PN

                               Page 3 of 5 Pages
<PAGE>
 
Item 4.  Ownership.

         (a). Amount beneficially owned:
              See the responses(s) to Item 9 on the attached cover page(s).

         (b). Percent of class:
              See the response(s) to Item 11 on the attached cover page(s).

         (c). Number of shares as to which such person has:

              (i)  Sole power to vote or to direct the vote:
                     See the response(s) to Item 5 on the attached cover
                     page(s).

              (ii) Shared power to vote or direct the vote:
                     See the response(s) to Item 6 on the attached cover
                     page(s).

              (iii) Sole power to dispose or to direct the disposition of:
                     See the response(s) to Item 7 on the attached cover
                     page(s).

              (iv)  Shared power to dispose or to direct the disposition of:
                     See the response(s) to Item 8 on the attached cover
                     page(s).

Item 5.  Ownership of Five Percent or Less of a Class.

                   April 4, 1996

Item 10. Certification.

              By signing below I certify that, to the best of my
              knowledge and belief, the securities referred to
              above were acquired in the ordinary course of
              business and were not acquired for the purpose of
              and do not have the effect of changing or
              influencing the control of the issuer of such
              securities and were not acquired in connection with
              or as a participant in any transaction having such
              purpose or effect.

                               Page 4 of 5 Pages
<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 correct.


Date:  May 9, 1996


                                    THE GOLDMAN SACHS GROUP, L.P.

                                    By:/s/ David L. Henle
                                       ------------------
                                    Name:  David L. Henle
                                    Title: General Partner


                                    GOLDMAN, SACHS & CO.

                                    By:/s/ David L. Henle
                                       ------------------
                                    Name:  David L. Henle
                                    Title: General Partner

                               Page 5 of 5 Pages


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