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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
America West Airlines, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
Class B Common Stock, $.01 par value
Warrants to Purchase Class B Common Stock
----------
(Title of Class of Securities)
023650 302
023650 203
023650 112
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(CUSIP Numbers)
Jeffery A. Smisek
Senior Vice President, General Counsel and Secretary
Continental Airlines, Inc.
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(713) 834-2950
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 1996
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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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. SCHEDULE 13D
CUSIP Nos. 023650 302, 023650 203, 023650 112
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Continental Airlines, Inc.
74-2099724
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 244,579
CLASS B COMMON STOCK 1,292,020
WARRANTS 802,860
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 7,972,766
WARRANTS 4,898,765
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 244,579
CLASS B COMMON STOCK 1,292,020
WARRANTS 802,860
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 7,972,766
WARRANTS 4,898,765
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 7,972,766
WARRANTS 4,898,765
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 16.3%
WARRANTS 47.2%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 4 (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 and
Amendment No. 3 filed on February 16, 1996 (the "Schedule 13D"), of
Continental Airlines, Inc. ("Continental") with respect to the Class A Common
Stock, $0.01 par value per share (the "Class A Common"), the Class B Common
Stock, $0.01 par value per share (the "Class B Common"), 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 have the meanings ascribed to such
terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by inserting the following
paragraphs immediately prior to the final paragraph thereof.
On February 21, 1996, Continental and the Selling Securityholders closed
the sale of Class B Common contemplated by the Purchase Agreement and related
Pricing Agreement. Pursuant to the Purchase Agreement and the Pricing
Agreement, the Selling Securityholders sold to the underwriters, acting
through the Representatives, 6,633,000 shares of Class B Common for resale
pursuant to the Company's Registration Statement on Form S-1, File No. 33-
54243, and the related prospectus dated January 29, 1996 and prospectus
supplement dated February 14, 1996 filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, at a price of $19.50 per share, less an
underwriting discount of $0.93 per share. Of the 6,633,000 shares of Class
B Common sold, 1,100,000 shares were sold by Continental, 2,404,178 shares
were sold by TPG, 242,258 shares were sold by TPG Parallel, 253,564 shares
were sold by Air Partners II, 1,633,000 shares were sold by Mesa and
1,000,000 shares were sold by Lehman Brothers Inc.
On February 21, 1996, Continental closed an exchange of Class B Common
shares for an equal number of Class A Common shares pursuant to the Share
Exchange Agreement. The aggregate amount of shares of Class A Common
exchanged by Continental for an equal number of shares of Class B Common held
by the TPG Parties was 80,926, consisting of 67,090 shares exchanged by TPG,
6,760 shares exchanged by TPG Parallel and 7,076 shares exchanged by Air
Partners II.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (b) of the Schedule 13D are hereby amended to read in
their entirety as follows:
(a)-(b) At the date hereof, Continental has the sole power to vote and
dispose of 244,579 shares of Class A Common, 1,292,020 shares of Class B
Common, and 802,860 Warrants. The Warrants entitle holders to purchase one
share of Class B Common at a price of $12.74 per share. The Class A Common
held by Continental represents approximately 20.4% of the 1,200,000 shares of
Class A Common outstanding as of December 31, 1995, based on information
provided by the Company. The Class B Common held by Continental represents
approximately 1.1% of the 44,141,330 shares of Class B Common outstanding as
of December 31, 1995, based on information provided by the Company. The
Warrants held by Continental represent approximately 7.7% of the 10,380,286
Warrants outstanding as of December 31, 1995, based on information provided
by the Company. Assuming exercise of the Warrants, the Class B Common and
Warrants held by Continental represent approximately 2.9% of the 44,944,190
shares of Class B Common which would be assumed to be outstanding upon such
exercise.
As set forth in Item 5(d) and 6, the TPG Parties have certain
understandings and agreements regarding the voting and disposition of the
securities of the Company held by them with GPA Group plc, an Irish public
limited company ("GPA"), Continental and Mesa Airlines, Inc., a New Mexico
corporation ("Mesa"). As a result of these agreements and understandings,
the TPG Parties together with each of GPA, Continental and Mesa 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 the Company owned by the
others. Information concerning the ownership of Class A Common, Class B
Common and Warrants by each of the TPG Parties, GPA and Mesa is contained in
separate Schedules 13D, as amended, filed by each of the TPG Parties, GPA and
Mesa.
On the basis of information contained in the Schedules 13D (as amended
as of the date hereof) filed by the TPG Parties, GPA and Mesa, Continental,
the TPG Parties, Mesa and GPA, as a group, beneficially own 1,200,000 shares
of Class A Common, 3,074,001 shares of Class B Common, and 4,898,765
Warrants. The aggregate amount of Class A Common beneficially owned by the
group represents 100% of the 1,200,000 shares of Class A Common outstanding
as of December 31, 1995, based on information provided by the Company. The
aggregate amount of Class B Common beneficially owned by the group represents
approximately 7.0% of the 44,141,330 shares of Class B Common outstanding as
of December 31, 1995, based on information provided by the Company. The
aggregate amount of Warrants beneficially owned by the group represents
approximately 47.2% of the 10,380,286 Warrants outstanding as of December 31,
1995, based on information provided by the Company. Assuming exercise of the
Warrants, the aggregate amount of Class B Common and Warrants beneficially
owned by the group represents approximately 16.3% of the 49,040,095 shares of
Class B Common which would be assumed to be outstanding upon such exercise.
Except as described herein, Continental does not have 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 Continental, 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 any of the Warrants.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and accurate.
Dated: February 22, 1996
CONTINENTAL AIRLINES, INC.
By: /s/ Jennifer L. Vogel
Name: Jennifer L. Vogel
Vice President and Assistant Secretary