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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