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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. 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
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(2)Warrants to Purchase Class B Common Stock of America West Holdings Corporation
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(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)
January 23, 1998
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(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
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) [ ]
(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
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7 SOLE VOTING POWER
Class A Common Stock 0
Class B Common Stock 0
NUMBER OF Warrants to Purchase Class B Common Stock 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH Class A Common Stock 0
REPORTING Class B Common Stock 0
PERSON WITH Warrants to Purchase Class B Common Stock 0
9 SOLE DISPOSITIVE POWER
Class A Common Stock 0
Class B Common Stock 0
Warrants to Purchase Class B Common Stock 0
10 SHARED DISPOSITIVE POWER
Class A Common Stock 0
Class B Common Stock 0
Warrants to Purchase Class B Common Stock 0
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CUSIP Nos. 023650 302, 023650 203, 023650 112 13 D
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 0
Class B Common Stock 0
Warrants to Purchase Class B Common Stock 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 0%
Class B Common Stock 0%
Warrants to Purchase Class B Common Stock 0%
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 9 (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, Amendment No. 7 filed as of June 18, 1996 and Amendment No. 8
filed as of March 19, 1997 (collectively, 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 5. INTERESTS IN SECURITIES OF ISSUER.
Items 5(a), (b), and (c) of the Schedule 13D are hereby
amended and replaced in their entirety as follows:
(a) - (b) As of the date of this Amendment, Mesa does not
beneficially own any of the Class A Common, the Class B Common, or the Warrants
and does not have the sole or shared power to vote or dispose of any of the
Class A Common, the Class B Common, or the Warrants.
Mesa was formerly bound by certain understandings and
agreements with TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("TPG
Parallel"), Air Partners II, L.P. ("Air Partners II"), and Continental Airlines,
Inc. ("Continental") (collectively, TPG, TPG Parallel and Air Partners II are
herein called the "TPG Parties") regarding the voting of the Class A Common, the
Class B Common, and the Warrants held by Mesa. As a result of such agreements
and understandings, each of Mesa, the TPG Parties, and Continental comprised a
group within the meaning of Section 13(d)(3) of the Exchange Act, and such group
was deemed to beneficially own the Class A Common, the Class B Common, and the
Warrants held by each of such persons. By reason of, and concurrently with, the
completion of the Transaction (as defined in Item 5(c) below), Mesa is no longer
a member of a group.
(c) On January 23, 1998, pursuant to a Warrant and Stock
Purchase Agreement entered into by and among Mesa, MAGI Insurance, Ltd., a
company organized under the laws of Barbados, West Indies and a wholly owned
subsidiary of Mesa ("MAGI"), Holdings, and the Company (the "Purchase
Agreement"), (1) Mesa sold 100,000 shares of the Class A Common and 200,727
shares of the Class B Common to the Company for a purchase price of
$5,450,676.88, representing an amount per share of the Class A Common and the
Class B Common equal to the closing sale price of the Class B Common, as
reported on the New York Stock Exchange Composite Tape on January 8, 1998 and
(2) MAGI sold 799,767 of the Warrants to Holdings for a purchase price of
$5,650,853.70, representing an amount per Warrant equal to ninety-five percent
(95%) of the closing sale price of the Warrants, as reported on the New York
Stock Exchange Composite Tape on January 8, 1998. The foregoing sale of the
Class A Common and the Class B Common by Mesa and the sale of the Warrants by
MAGI is referred to herein as the "Transaction."
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the
following paragraph immediately prior to the final paragraph thereof:
As set forth in Item 5(c), on January 15, 1998, Mesa entered
into the Purchase Agreement. The Purchase Agreement is briefly described in Item
5(c). The description of the Purchase Agreement in this Amendment is qualified
in its entirety by reference to such agreement, a copy of which is filed as an
exhibit hereto and incorporated herein by reference.
Pursuant to the Purchase Agreement, the Transaction closed on
January 23, 1998. As a result of the Transaction, Mesa no longer holds or
beneficially owns any of the Class A Common, the Class B Common or the Warrants.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10 -- Warrant and Stock Purchase Agreement
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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: January 28, 1998
MESA AIR GROUP, INC.
By: /s/ W. Stephen Jackson
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Name: W. Stephen Jackson
Title: Chief Financial Officer
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Exhibit 10 to
Schedule 13D Statement
WARRANT AND STOCK PURCHASE AGREEMENT
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THIS AGREEMENT ("Agreement"), made and entered into as of the
15th day of January, 1998, by and among America West Airlines, Inc., a Delaware
corporation ("AWA"), America West Holdings Corporation, a Delaware corporation
("AWH"), Mesa Air Group, Inc., a Nevada corporation ("Mesa") and MAGI Insurance,
Ltd., a company organized under the laws of Barbados, West Indies ("MAGI").
WITNESSETH:
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WHEREAS, MAGI holds 799,767 warrants (collectively, the
"Warrants" and, individually, a "Warrant") to purchase shares of Class B Common
Stock, par value $.01 per share of AWH, 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 Mesa Airlines, Inc., and governed by the terms of
that certain Warrant Agreement dated as of August 25, 1994, as amended, between
AWA and the Warrant Agent named therein;
WHEREAS, Mesa holds 100,000 shares of Class A Common Stock,
par value $.01 per share of AWH and 200,727 shares of Class B Common Stock, par
value $.01 per share of AWH (collectively, the "Common Stock");
WHEREAS, (i) AWA desires to purchase all of the Warrants held
by MAGI, (ii) AWH desires to purchase all of the Common Stock held by Mesa, and
(iii) MAGI and Mesa desire to sell such Warrants and Common Stock to AWA and
AWH, respectively;
NOW, THEREFORE, in consideration of the premises 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.
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The Closing (the "Closing") of the transaction contemplated
hereby shall occur on January 23, 1998, 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.
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Section 2. Actions at Closing.
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At the Closing, MAGI shall sell, transfer, convey and deliver
to AWA all of MAGI's right, title and interest in and to the Warrants and Mesa
shall sell, transfer, convey and deliver to AWH all of Mesa's right, title and
interest in and to the Common Stock, and AWA and AWH shall acquire the Warrants
and Common Stock. Such transfer shall be effected by the execution by MAGI of
an assignment substantially in the form contemplated by the Warrant and
delivery of the original certificates for the Warrants and the Common Stock. At
the Closing, AWA shall pay to MAGI an aggregate of $5,650,853.70, representing
an amount per Warrant equal to ninety-five percent (95%) of the closing sale
price of the Warrant as reported on the New York Stock Exchange Composite Tape
on January 8, 1998 (the "Warrant Purchase Price"). At the Closing, AWH shall
pay to Mesa an aggregate of $5,450,676.88, representing an amount per share of
the Common Stock equal to the closing sale price of the Class B Common Stock as
reported on the New York Stock Exchange Composite Tape on January 8, 1998 (the
"Stock Purchase Price" and together with the Warrant Purchase Price, the
"Purchase Price"). The Purchase Price was determined in accordance with the
schedule attached hereto as Schedule A. The aggregate Purchase Price shall be
paid to MAGI and Mesa by wire transfer of same day funds to the accounts of
MAGI and Mesa designated prior to Closing.
Section 3. Representations.
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MAGI and Mesa, and each of them, represent and warrant to AWA
and AWH that they beneficially hold on the date hereof, and will hold at the
Closing, the Warrants and Common Stock, as applicable, free and clear of any
lien, charge or encumbrance whatsoever. Each party represents and warrants to
the other that the execution, delivery and performance of this Agreement by such
party has been duly authorized by all necessary corporate action on its part and
are within its corporate power and will not violate its charter, by-laws or any
material agreement to which it is a party or by which its assets are bound.
Further, each party represents and warrants to the other that it will undertake
all necessary action and proceed diligently to effect the consummation of the
transaction contemplated hereby. Each representation made in this Section 3
shall be deemed to be made again at and as of the Closing.
Section 4. Miscellaneous.
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(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 to the person to whom such notice or other
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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.
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AMERICA WEST AIRLINES, INC.
By: /s/ W. Douglas Parker
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Title: Senior Vice President and Chief Financial Officer
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Address: 4000 East Sky Harbor Boulevard
Phoenix, AZ 85035
AMERICA WEST HOLDINGS CORPORATION
By: /s/ W. Douglas Parker
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Title: Senior Vice President and Chief Financial Officer
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Address: 51 West Third Street
Tempe, AZ 85281
MESA AIR GROUP, INC.
By: /s/ W. Stephen Jackson
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Title: Chief Financial Officer
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Address: 2325 30th Street
Farmington, NM 87401
MAGI INSURANCE, LTD.
By: /s/ W. Stephen Jackson
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Title: Chief Financial Officer
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Address: 2325 30th Street
Farmington, NM 87401
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SCHEDULE A
Current Pricing NYSE Close 1/8/98
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AWA Class B Common Stock 18-1/8 (18.125)
AWA Warrants 7-7/16 (7.4375)
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Purchase Price
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Purchase 100,000 Class A Common
Stock and 200,727 Class B Common $5,450,676.88
Stock at $18-1/8 per Share
Purchase 799,767 Warrants
at $7.065625 per warrant $5,650,853.70
(7-7/16 x .95 = $7.065625)
TOTAL $11,101,530.59
