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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
America West Holdings Corporation (1)
America West Airlines, Inc. (2)
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(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
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(Title of Class of Securities)
023657 109
023657 208
023650 112
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 1997
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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. 023657 109, 023657 208, 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 158,569
CLASS B COMMON STOCK 317,140
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH CLASS A COMMON STOCK 158,569
CLASS B COMMON STOCK 317,140
10 SHARED DISPOSITIVE POWER
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLASS A COMMON STOCK 1,200,000
CLASS B COMMON STOCK 3,263,768
WARRANTS 799,767
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 7.2%
WARRANTS 9.8%
14 TYPE OF REPORTING PERSON
CO
This Amendment No. 8 (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 and Amendment No. 7 filed on June 18, 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") and the Class B
Common Stock, $0.01 par value per share (the "Class B Common") of America
West Holdings 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 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended to read in its entirety as
follows:
The securities to which this statement relates are (i) 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
(ii) 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.
According to information provided by the Company, effective as of
midnight on December 31, 1996, the Company adopted a holding company form of
organizational structure. The holding company reorganization was effected
pursuant to an Agreement and Plan of Merger among the Company, Holdings and
AWA Merger, Inc., a Delaware corporation and wholly owned subsidiary of
Holdings ("Merger Sub"), which provided for, among other things, the merger
("Merger") of Merger Sub with and into the Company, with the Company as the
surviving corporation. By virtue of the Merger, the Company became the
wholly owned subsidiary of Holdings, and each issued and outstanding share of
Class A Common Stock and Class B Common Stock of the Company was converted
into one share of Class A Common and Class B Common, respectively, of
Holdings. As a result, each holder of the Company's Class A Common Stock and
Class B Common Stock became the owner of the same number of shares of Class
A Common and Class B Common, respectively, of Holdings as the number of
shares of the Company's Class A Common Stock and Class B Common Stock owned
by such stockholder prior to the Merger. Also as a result of the Merger,
each Warrant, which prior to the effective time of the Merger entitled the
holder thereof to purchase one share of the Company's Class B common stock,
now entitles the holder of such Warrant to purchase one share of the Class B
Common of Holdings. The Warrants remain an obligation of the Company.
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 317,140 shares of Class B
Common. The Class A Common held by Continental represents approximately
13.2% of the 1,200,000 shares of Class A Common outstanding as of February
28, 1997, based on information provided by the Company. The Class B Common
held by Continental represents approximately .7% of the 44,593,235 shares of
Class B Common outstanding as of February 28, 1997, based on information
provided by the Company.
As set forth in Item 5(d) and 6 to the Schedule 13D, Continental has
certain understandings and agreements regarding the voting and disposition of
the securities of the Company held by it with the TPG Parties and Mesa
Airlines, Inc., a New Mexico corporation ("Mesa"). As a result of these
agreements and understandings, Continental together with each of the TPG
Parties 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 and
Mesa is contained in separate Schedules 13D, as amended, filed by each of the
TPG Parties and Mesa.
On March 13, 1997, TPG entered into a Warrant Purchase Agreement with
the Company, pursuant to which TPG sold 1,584,915 Warrants to the Company for
a total of $11,062,706, representing an amount equal to $6.98 per Warrant.
TPG had held 107 of such Warrants as a nominee of Air Partners and 102 of
such Warrants as a nominee of TPG Parallel. Such sale closed on March 19,
1997. TPG no longer holds any Warrants.
On March 13, 1997, TPG Parallel entered into a Warrant Purchase
Agreement with the Company, pursuant to which TPG Parallel sold 159,580
Warrants to the Company for a total of $1,113,868, representing an amount to
equal $6.98 per Warrant. Such sale closed on March 19, 1997. TPG Parallel
no longer holds any Warrants.
On March 13, 1997, Air Partners entered into a Warrant Purchase
Agreement with the Company, pursuant to which Air Partners sold 167,028
Warrants to the Company for a total of $1,165,855, representing an amount
equal to $6.98 per Warrant. Such sale closed on March 19, 1997. Air
Partners no longer holds any Warrants.
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
Continental or, to its knowledge, any of the parties identified in Item 2.
On the basis of information contained in the Schedules 13D (as amended
as of the date hereof) filed by the TPG Parties and Mesa, Continental, the
TPG Parties and Mesa, as a group, beneficially own 1,200,000 shares of Class
A Common, 2,464,001 shares of Class B Common (excluding 799,767 shares of
Class B Common purchasable upon the exercise of Warrants), and 799,767
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 February 28, 1997, based on information provided by the Company. The
aggregate amount of Class B Common beneficially owned by the group (excluding
shares purchasable upon the exercise of Warrants) represents approximately
5.5% of the 44,593,235 shares of Class B Common outstanding as of February
28, 1997, based on information provided by the Company. The aggregate amount
of Warrants beneficially owned by the group represents approximately 12.8% of
the 6,266,384 Warrants outstanding as of February 28, 1997, based on
information provided by the Company, after giving effect to the cancellation
of the Warrants sold by the TPG Parties to the Company. Assuming exercise of
the Warrants, the aggregate amount of Class B Common and Warrants
beneficially owned by the group represents approximately 7.2% of the
45,393,002 shares of Class B Common that 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: April 21, 1997
CONTINENTAL AIRLINES, INC.
By: /s/ Jeffery A. Smisek
Name: Jeffery A. Smisek
Executive Vice President