SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
UAL Corporation
.................................................................
(Name of Registrant as Specified In Its Charter)
UAL Corporation
.......... ......................................................
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6
(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6
(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[x] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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the offsetting fee was paid previously. Identify the previous
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May 5, 1995
[United Managers]
RE: 1995 PROXY STATEMENT MAILING TO EMPLOYEES
United recently mailed proxy materials to all employee
stockholders. Some employees may find these materials hard to
understand. Please arrange to meet with your employee
stockholders to discuss the proxy statement, answer any questions
they may have and encourage them to vote. Employees who joined
the Company after July 12, 1994 are not eligible to vote ESOP
shares this year.
You need to be sure everyone in the meeting has received the
proxy statement and the annual report. IT IS ILLEGAL TO ASK FOR
A VOTE BEFORE THEY HAVE RECEIVED THESE MATERIALS. The Corporate
Secretary's Office (x6358) can provide you with extra copies of
these materials which you can provide to anyone who has not
received them.
Be sure to make the following points in your discussion:
- You wish to discuss important documents they received
recently from UAL Corporation referred to as the "proxy
materials" or "proxy statement."
- The proxy statement outlines recommendations made by
the Board of Directors which will be voted on at the 1995
Annual Meeting of Stockholders.
- As stockholders in this company, employees are being
asked to vote on the passage of theses recommendations.
Your vote is important!
- Please vote for the Board of Director's recommendations as
follows:
- Proposal 1. FOR the election of public directors.
ESOP shares do not vote on this proposal.
- Proposal 2. FOR the approval of the 1995 Director's
Plan.
- Proposal 3. FOR approval of amendments that would
clarify certain definitions in UAL's charter.
- Proposal 4. FOR approval of amendments that would
modify UAL's committee structure.
- Proposal 5. FOR approval of Arthur Andersen LLP as
the company's new accounting firm.
- Proposal 6. AGAINST approval of a stockholder
resolution concerning political contributions.
- Please review the proxy statement and other information
included in this package carefully, then sign and return the
proxy statement promptly. Your vote on ESOP shares must be
received by May 17. (No postage is required if mailed in
the U.S.)
Use the attached questions and answers as a handout and guide for
a discussion.
John Kiker
Fran Maher
COMMON QUESTIONS ABOUT THE PROXY STATEMENT
1. What is a "proxy statement" and why did UAL send one to me?
The proxy statement describes UAL's voting structure, outlines
the matters which stockholders will be voting on at the annual
meeting and provides the recommendations of the UAL's Board of
Directors as to how stockholders should vote.
The proxy statement was sent to you because you are an owner
of stock in UAL Corporation. UAL is required to provide its
stockholders with a proxy statement and an annual report in
advance of the annual meeting of stockholders.
The materials you received because you hold ESOP stock may be
slightly different from the materials sent to public
stockholders (people who hold shares of publicly traded UAL
common stock). If you hold UAL stock independently of the
ESOP, you should have actually received two different sets of
proxy materials.
2. Is the proxy statement different from the annual report?
Yes. You should have received the annual report already under
separate cover. If not, you can obtain a copy by contacting
the Corporate Secretary's Office (x6358). The annual report
contains UAL's certified financial statements, along with
appropriate notes and other information. You should read it
in conjunction with the proxy statement.
3. Am I supposed to vote on the items discussed in the proxy statement?
Yes. As an employee stockholder, you are being asked to vote
on several issues. Your vote is important!
4. What are we voting on?
You are being asked to vote on several recommendations of the
Board of Directors. In brief, the Board is asking you to:
- Approve the "1995 Directors Plan." (Vote with the Board
FOR this proposal.)
- Approve specific amendments to UAL's charter. (Vote
with the Board FOR both of these proposals.)
- Appoint an accounting firm to audit United in 1995.
(Vote with the Board FOR this proposal.)
- Dismiss a proposal regarding political affiliations.
(Vote with the Board AGAINST this proposal.)
5. Why don't ESOP stockholders get to vote for the public
directors of the Board of Directors?
It's important to understand two things. First, there are
different types of directors who serve on the Board, including
public directors, employee directors and independent
directors. Second, different groups of stockholders elect the
different types of directors to the Board.
Employee directors are nominated and elected by
representatives of different employee groups. This year:
- Harlow Osteboe has been nominated by ALPA to represent
ALPA members.
- John Peterpaul has been nominated by IAM to represent
IAM members.
- Joe Vittoria has been nominated by the System
Roundtable to represent salaried and management employees.
Representatives of these employee groups will elect these
employee directors to the Board at the annual meeting.
You should remember, too, that even though directors are
elected by specific groups of stockholders, all directors
represent all stockholders.
If you hold shares of UAL stock independent of the ESOP,
you will get to vote for the company's public directors --
Gerald Greenwald, John Edwardson, John McGillicuddy, James
O'Connor and Paul Tierney. The Board has unanimously
recommended that public stockholders vote FOR these public
directors. For details on the re-election procedures and
policies, read pages 4-7.
6. Why are stockholders voting on the 1995 Directors Plan?
This plan would primarily allow UAL to pay the members of its
Board of Directors in stock instead of cash. This plan does
not change the amount of their compensation. The Board has
unanimously recommended that stockholders vote FOR approval of
the plan. For details, read pages 23-26
7. What amendments is the Board of Directors recommending
to UAL's charter?
The Board is recommending two different kinds of amendments.
The first set of amendments would clarify current ambiguities
in the method the company uses to determine the duration of
its special corporate governance provisions. The Board has
unanimously recommended that stockholders vote FOR approval of
the Definitional Charter Amendments. For details, see pages
26-28.
The second set of amendments would provide the Board with
greater flexibility in administering its various committees.
The Board has unanimously recommended that stockholders vote
FOR the Board Committee Charter Amendments. For details, read
pages 28-30.
8. Who is the Board recommending as United's accounting
firm?
The Board has selected the firm of Arthur Andersen LLP to
serve as independent public accountants in 1995. The Board
has unanimously recommended that stockholders vote FOR this
appointment. For details, see page 30. Leaving this box
unchecked will count as a vote FOR this proposal. (A letter
from the Trustee last month erroneously reported that leaving
this box unchecked would count as a vote against this
proposal; that original letter was incorrect and a letter is
being sent to all ESOP participants clarifying this.)
9. What is the stockholder proposal about?
A single stockholder from Washington, D.C., has proposed that
United adopt a resolution that affirms its political non-
partisanship. The Board has determined that, since United
does not engage in any of the practices specified in the
resolution, adopting it is unnecessary. The Board also
believes the subject matter is inappropriate for a resolution.
The Board has unanimously recommended a vote AGAINST the
stockholder proposal. For details, see pages 30-31. Leaving
this box unchecked will count as a vote AGAINST this proposal.
10. How do I vote?
Voting is easy. You can send in your vote on the "proxy card"
or "voting direction card" included in your package. Voting
by using the card is called "voting by proxy." No postage is
required if you mail your proxy card in the U.S. Please fill
out, sign, date and mail your card as soon as possible. IN
ORDER FOR YOUR VOTE TO COUNT, THE ESOP TRUSTEE NEEDS TO
RECEIVE YOUR CARD BY MAY 17.
11. Can I attend the annual meeting?
Yes. All stockholders are welcome at the annual meeting.
However, even if you plan to attend, it's important that you
send in your proxy card NOW to ensure your vote is
represented. ESOP stockholders are required to vote in
advance of the meeting. You cannot vote at the meeting.
12. What other information is contained in the proxy
statement?
There's a wealth of information worth reading. In particular,
you can learn about:
- The various committees that make up the Board of
Directors and their responsibilities. Read pages 7-9.
- How the members of the Board of Directors are
compensated. See pages 9-10 and 14-23. None of the
information on compensation is new. The compensation
arrangements for United's officers and directors were
approved by the Compensation Committee (which includes the
employee directors) or the full Board. Greenwald's
compensation arrangements were detailed in last year's proxy
statement.
- Who owns UAL stock, what kind of stock and how much
they own. See pages 10-13.
