-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ak5EgMXUeozpqlcA0GDY7PhhLuw/Fir0wGBadXVHtnTmn5KOrGF7B9dOsRk2tMRL G6pp1UtPym9aNLqPb9My9Q== 0000903423-98-000202.txt : 19980601 0000903423-98-000202.hdr.sgml : 19980601 ACCESSION NUMBER: 0000903423-98-000202 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980529 SROS: NYSE GROUP MEMBERS: AIR PARTNERS II, L.P. GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST HOLDINGS CORP CENTRAL INDEX KEY: 0001029863 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 860847214 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50655 FILM NUMBER: 98634703 BUSINESS ADDRESS: STREET 1: 51 W THIRD STREET STREET 2: C/O AMERICA WEST AIRLINES CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6026930800 MAIL ADDRESS: STREET 1: 4000 E SKY HARBOR BLVD STREET 2: C/O AMERICA WEST AIRLINES CITY: PHOENIX STATE: AZ ZIP: 85034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS LP CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 STREET 2: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 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 [ ]. 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 - ----------------------------------------------------------------- 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 - ----------------------------------------------------------------- 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 - ----------------------------------------------------------------- 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. 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 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 By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien --------------------------- Name: James O'Brien Title: Vice President 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 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 -----END PRIVACY-ENHANCED MESSAGE-----