SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
America West Holdings Corporation
-------------------
(Name of Issuer)
Class A Common Stock, $.01 par value
Class B Common Stock, $.01 par value
Stock of America West Holdings Corporation
----------------------------
(Title of Class of Securities)
023657 10 9
023657 20 8
--------------
(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)
June 26, 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
- -----------------------------------------------------------------
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
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 0
EACH CLASS B COMMON STOCK 0
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
CLASS A COMMON STOCK 780,473
CLASS B COMMON STOCK 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,110,000
CLASS B COMMON STOCK 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CLASS A COMMON STOCK 1,100,000
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 100.0%
CLASS B COMMON STOCK 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023657 10 9, 023657 20 8
- -----------------------------------------------------------------
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
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 0
EACH CLASS B COMMON STOCK 0
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
CLASS A COMMON STOCK 78,644
CLASS B COMMON STOCK 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CLASS A COMMON STOCK 1,100,000
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 100.0%
CLASS B COMMON STOCK 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP Nos. 023657 10 9, 023657 20 8
- -----------------------------------------------------------------
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
NUMBER OF --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY CLASS A COMMON STOCK 0
EACH CLASS B COMMON STOCK 0
REPORTING --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
CLASS A COMMON STOCK 82,314
CLASS B COMMON STOCK 0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,100,000
CLASS B COMMON STOCK 0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
CLASS A COMMON STOCK 1,100,000
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 100.0%
CLASS B COMMON STOCK 0.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -----------------------------------------------------------------
<PAGE>
This amendment No. 11 (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, Amendment No. 9 filed on
January 29, 1998 and Amendment No. 10 filed on May 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"). 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. The
Class A Common held by TPG represents approximately 71.0% of the
1,100,000 shares of Class A Common outstanding as of April 30,
1998, based on information provided by Holdings.
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.
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.
In an amendment to its Schedule 13D filed on June 26,
1998, Continental reported that on June 22, 1998, it had agreed
to a block trade sale of 317,140 shares of Class B Common for
$8,919,562.50 The trade was scheduled to settle on June 25, 1998,
at which time Continental no longer owned any shares of Class B
Common.
As set forth in Items 5(d) and 6 to the Schedule 13D,
the Filing Parties have certain understandings and agreements
regarding the 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.
<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 and no shares of Class B
Common. 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.
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 or Class B
Common.
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 or Class B Common.
(c) Except as stated herein, no transactions in shares
of Class A Common or Class B Common 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
<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: June 30, 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
<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
<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.
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
<PAGE>
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
<PAGE>
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
