-----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, FhMV9pjvY8WRPKPimiyYkqnkdn+1txfykCXwpsZw5bW24bRzzqHqpELN2sLd/ey3 RNUCXbqHf26PgGWMB1JRGw== 0000950152-98-000528.txt : 19980129 0000950152-98-000528.hdr.sgml : 19980129 ACCESSION NUMBER: 0000950152-98-000528 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980128 SROS: NONE 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: 98515712 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: MESA AIR GROUP INC CENTRAL INDEX KEY: 0000810332 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 850302351 STATE OF INCORPORATION: NM FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2325 E 30TH ST CITY: FARMINGTON STATE: NM ZIP: 87401 BUSINESS PHONE: 5053270271 MAIL ADDRESS: STREET 1: 2325 EAST 30TH STREET CITY: FARMINGTON STATE: NM ZIP: 87401 FORMER COMPANY: FORMER CONFORMED NAME: MESA AIRLINES INC DATE OF NAME CHANGE: 19950426 SC 13D/A 1 MESA AIR GROUP/AMERICA WEST HLDNGS CORP--SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ 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 (2)Warrants to Purchase Class B Common Stock of America West Holdings Corporation ------------------------------------------------------------------------------
(Title of Class of Securities) 023650 302 023650 203 023650 112 --------------- (CUSIP Numbers) Gary E. Risley, Esq. Mesa Air Group, Inc. 2325 East 30th Street Farmington, New Mexico 87401 505-327-0271 ---------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 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 [ ]. 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). 2 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 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
3 CUSIP Nos. 023650 302, 023650 203, 023650 112 13 D 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
*SEE INSTRUCTIONS BEFORE FILLING OUT! 4 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." 5 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 6 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 ---------------------------------- Name: W. Stephen Jackson Title: Chief Financial Officer EX-10 2 EXHIBIT 10 1 Exhibit 10 to Schedule 13D Statement WARRANT AND STOCK PURCHASE AGREEMENT ------------------------------------ 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: ---------- 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. ---------- -------- 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. 2 Section 2. Actions at Closing. ---------- ------------------- 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. ---------- ---------------- 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. ---------- -------------- (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 3 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. AMERICA WEST AIRLINES, INC. By: /s/ W. Douglas Parker --------------------------------------------------------------- Title: Senior Vice President and Chief Financial Officer ------------------------------------------------------------ Address: 4000 East Sky Harbor Boulevard Phoenix, AZ 85035 AMERICA WEST HOLDINGS CORPORATION By: /s/ W. Douglas Parker --------------------------------------------------------------- Title: Senior Vice President and Chief Financial Officer ------------------------------------------------------------ Address: 51 West Third Street Tempe, AZ 85281 MESA AIR GROUP, INC. By: /s/ W. Stephen Jackson --------------------------------------------------------------- Title: Chief Financial Officer ------------------------------------------------------------ Address: 2325 30th Street Farmington, NM 87401 MAGI INSURANCE, LTD. By: /s/ W. Stephen Jackson --------------------------------------------------------------- Title: Chief Financial Officer ------------------------------------------------------------ Address: 2325 30th Street Farmington, NM 87401
4 SCHEDULE A Current Pricing NYSE Close 1/8/98 --------------- ----------------- AWA Class B Common Stock 18-1/8 (18.125) AWA Warrants 7-7/16 (7.4375) ================================================================================ Purchase Price -------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----