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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)
America West Holdings Corporation(1)
America West Airlines, Inc.(2)
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(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
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America West Holdings Corporation
---------------------------------
(Title of Class of Securities)
023650 302
023650 203
023650 112
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(CUSIP Numbers)
Gary E. Risley, Esq.
Mesa Air Group, Inc.
2325 East 30th Street
Farmington, New Mexico 87401
505-327-0271
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 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 [ ].
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).
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13 D Page 2 of 6 Pages
<TABLE>
<S> <C> <C>
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
Nevada
7 SOLE VOTING POWER
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 3,263,768
PERSON WITH Warrants to Purchase Class B Common Stock 799,767
9 SOLE DISPOSITIVE POWER
Class A Common Stock 100,000
Class B Common Stock 200,502
Warrants to Purchase Class B Common Stock 799,767
10 SHARED DISPOSITIVE POWER
Class A Common Stock 1,200,000
Class B Common Stock 3,263,768
Warrants to Purchase Class B Common Stock 799,767
</TABLE>
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13 D Page 3 of 6 Pages
<TABLE>
<S> <C> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,200,000
Class B Common Stock 3,263,768
Warrants to Purchase Class B Common Stock 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%
Class B Common Stock 7.2%
Warrants to Purchase Class B Common Stock 9.8%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 6 Pages
This Amendment No. 8 (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, Amendment No. 6 filed as of
May 30, 1996 and Amendment No. 7 filed as of June 18, 1996 (the "Schedule 13D")
of Mesa Air Group, Inc. (formerly, Mesa Airlines, Inc.), a Nevada corporation
("Mesa"), 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"). All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13D is hereby amended and replaced in
its entirety as follows:
The securities to which this statement relates are (i) the
Class A Common and the Class B Common of Holdings and (ii) the Warrants of 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 shares of Class A Common and Class B Common,
respectively, of Holdings. Also as a result of the Merger, each Warrant, which
prior to the effective time of the Merger entitled the holder thereof to
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. INTERESTS IN SECURITIES OF ISSUER.
Items 5(a) and (b) of the Schedule 13D are hereby amended and
replaced in their 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, 220,502 shares of the Class
B Common and 799,767 Warrants. 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 February 28, 1997, based on information provided by the Company. The Class B
Common held by Mesa represents approximately .5% of the 44,593,235 shares of the
Class B Common outstanding as of February 28, 1997, based on information
provided by the Company. The Warrants held by Mesa represent approximately 12.8%
of the 6,266,384 Warrants outstanding as of February 28, 1997, 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 45,393,002 shares of
the Class B Common that would be assumed to be outstanding upon such exercise.
The following paragraphs should be inserted immediately after
the above paragraph:
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Page 5 of 6 Pages
On March 13, 1997, TPG Partners, L.P. ("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 II, L.P. ("Air Partners") and 102 of such Warrants as a
nominee of TPG Parallel I, L.P. ("TPG Parallel" with TPG, Air Partners and TPG
Parallel collectively, the "Filing Parties"). Such sale closed on March 19,
1997. Currently, TPG no longer holds any Warrants.
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 equal
to $6.98 per Warrant. Such sale closed on March 19, 1997. Currently, TPG
Parallel no longer holds any Warrants.
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 closed on March 19, 1997. Currently, Air
Partners no longer holds any Warrants.
In an amendment to its Schedule 13D filed on June 12, 1996,
GPA Group plc ("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 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 and Mesa 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,
Mesa and GPA no longer comprise a group within the meaning of Section 13(d)(3)
of the Exchange Act.
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 shares
of Class B Common purchasable upon the exercise of Warrants), and 799,767
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 February 28, 1997, based on information provided by the Company. The
aggregate amount of the Class B Common beneficially owned by the group
represents approximately 5.5% of the 44,593,235 shares of the 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.
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Page 6 of 6 Pages
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: April 2, 1997
MESA AIR GROUP, INC.
By: /s/W. Stephen Jackson
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Name: W. Stephen Jackson
Title: Chief Financial Officer
