SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) America West Holdings Corporation ---------- (Name of Issuer) Class A Common Stock, $.01 par value Class B Common Stock, $.01 par value ---------- (Title of Class of Securities) 023657 10 9 023657 20 8 ---------- (CUSIP Numbers) Jeffery A. Smisek Executive Vice President, General Counsel and Secretary Continental Airlines, Inc. 2929 Allen Parkway, Suite 2010 Houston, Texas 77019 (713) 834-2950 ---------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 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 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 158,569 CLASS B COMMON STOCK 0 NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 158,569 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% CLASS B COMMON STOCK 0% 14 TYPE OF REPORTING PERSON CO This Amendment No. 12 (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 22, 1996, Amendment No. 5 filed on February 27, 1996, Amendment No. 6 filed on May 24, 1996, Amendment No. 7 filed on June 18, 1996, Amendment No. 8 filed on April 22, 1997, Amendment No. 9 filed on August 27, 1997, Amendment No. 10 filed on February 6, 1998 and Amendment No. 11 filed on June 10, 1998 (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"), and the Class B Common Stock, $0.01 par value per share (the "Class B Common"), of America West Holdings Corporation, 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 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)-(c) At the date hereof, Continental has the sole power to vote and dispose of 158,569 shares of Class A Common and no shares of Class B Common. The Class A Common held by Continental represents approximately 14.4% of the 1,100,000 shares of Class A Common outstanding as of April 30, 1999, based on information provided by the Company. On June 22, 1998, Continental 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 Item 5(d) and 6 to the Schedule 13D, Continental has certain understandings and agreements regarding the disposition of the securities of the Company held by it with the TPG Parties. As a result of these agreements and understandings, Continental together with the TPG Parties comprises 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 and Class B Common by the TPG Parties is contained in separate Schedules 13D, as amended, filed by the TPG Parties. On the basis of information contained in the Schedules 13D (as amended as of the date hereof) filed by the TPG Parties, Continental and the TPG Parties, 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 the Company. Except as described herein, Continental does not have, and 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 or Class B Common. 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: June 25, 1998 CONTINENTAL AIRLINES, INC. By: /s/ Jeffery A. Smisek Name: Jeffery A. Smisek Executive Vice President