As filed with the Securities and Exchange Commission on September 10, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UAL CORPORATION
---------------
(Exact name of registrant as specified in its charter)
Delaware 36-2675207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 E. Algonquin Road, Elk Grove Township, Illinois 60007
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(Address of Principal Executive Offices; Zip Code)
United Air Lines, Inc. Flight Attendant
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Employees' 401(k) Retirement Savings Plan
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(Full title of the plan)
Francesca M. Maher, Esq.
Vice President - General Counsel and Secretary
UAL Corporation
P. O. Box 66100
Chicago, Illinois 60666
(847) 700-4000
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(Name, address and telephone number, including area code, of
agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price registration fee
- ------------------- ------------ ----------------------- ------------------------ ----------------
Common Stock, 300,000 shares $58.1250 (1) $17,437,500 $5,144.06 (1)
par value
$.01 per share
</TABLE>
(1) Pursuant to Rule 457(c) and 457(h), the registration fee
was calculated based on the average of the high and low prices of
the Registrant's Common Stock on the New York Stock Exchange, Inc.
on September 4, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Each of UAL Corporation (the "Company") and the United
Air Lines, Inc. Flight Attendant Employees' 401(k)
Retirement Savings Plan (the "Plan") hereby incorporates by
reference in this registration statement (the "Registration
Statement"), the following documents filed with the
Securities and Exchange Commission by the Company pursuant
to the Securities Exchange Act of 1934, as amended:
(1) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 1-
6033);
(2) The Plan's Annual Report on Form 11-K for the
fiscal year ended November 30, 1997;
(3) The Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1998 and June 30, 1998.
(4) The Company's Current Report on Form 8-K dated
January 28, 1998, April 30, 1998 (as amended) and
July 22, 1998; and
(5) A description of the Company's Common Stock as
contained in the Company's Form 8-A dated July 5,
1994, as amended by each of the Company's Form 8-A/A
(Amendment No. 1) dated July 12, 1994, and Form 8-
A/A (Amendment No. 2) dated June 26, 1995 and filed
with the Securities and Exchange Commission on June
27, 1995, and in the Company's Form 8-K dated June
27, 1995.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein by the Company and the Plan and to be a
part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein by the Company shall be
deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Limitation of Liability of Directors
The Company's Restated Certificate of Incorporation
provides that no director of the Company will be personally
liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty by such director as
a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends
or unlawful stock repurchases or redemptions as provided in
Section 174 of the Delaware General Corporation Law ("DGCL")
or (iv) for any transaction from which the director derived
an improper personal benefit.
The above provision is intended to afford directors
additional protection and limit their potential liability
from suits alleging a breach of the duty of care by a
director. As a result of the inclusion of such a provision,
stockholders may be unable to recover monetary damages
against directors for actions taken by them that constitute
negligence or gross negligence or that are otherwise in
violation of their fiduciary duty of care, although it may
be possible to obtain injunctive or other equitable relief
with respect to such actions. If equitable remedies are
found not to be available to stockholders in any particular
situation, stockholders may not have an effective remedy
against a director in connection with such conduct.
Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation
provides that directors and officers of the Company shall be
indemnified against liabilities arising from their service
as directors and officers to the full extent permitted by
law.
Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or
in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 also empowers a corporation to indemnify
any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonable believed
to be in or not opposed to the best interests of the
corporation and except that no such indemnification may be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Court
of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery shall deem proper.
Section 145 further provides that to the extent that a
director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145
shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liabilities under Section 145.
The Company has purchased directors' and officers'
liability insurance covering certain liabilities incurred by
its directors and officers in connection with the
performance of their duties.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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Exhibit No. Description
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23 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature
page of the Registration Statement)
Registrant undertakes to have the Plan, as amended,
submitted to the Internal Revenue Service in a timely manner
and to make all changes required by the Internal Revenue
Service in order to maintain the qualification of the Plan
under Section 401 of the Internal Revenue Code of 1986.
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Elk Grove
Township, Illinois, on this 10th day of September, 1998.
UAL CORPORATION
By: /s/ Douglas A. Hacker
---------------------
Name: Douglas A. Hacker
Title: Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Gerald Greenwald and Douglas A. Hacker, and
each of them, the true and lawful attorneys-in-fact and
agents for the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with any and
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and
hereby grants to such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and
every act and thing requisite and necessary or desirable to
be done in and about the premises, as fully to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their substitute or
substitutes, may have done, or may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.
Signature Title Date
- --------- ----- ----
/s/ Gerald Greenwald Director, and September 8, 1998
- -------------------- Chairman and
Gerald Greenwald Chief Executive
Officer (principal
executive officer)
/s/ Douglas A. Hacker Senior Vice August 27, 1998
- --------------------- President and
Douglas A. Hacker Chief Financial
Officer (principal
financial and
accounting officer)
Signature Title Date
- --------- ----- ----
/s/ John W. Creighton, Jr. Director August 28, 1998
- --------------------------
John W. Creighton, Jr.
/s/ John A. Edwardson Director August 31, 1998
- ---------------------
John A. Edwardson
/s/ Duane D. Fitzgerald Director August 31, 1998
- -----------------------
Duane D. Fitzgerald
/s/ Michael H. Glawe Director September 8, 1998
- --------------------
Michael H. Glawe
/s/ Richard D. McCormick Director August 31, 1998
- ------------------------
Richard D. McCormick
/s/ John F. McGillicuddy Director August 31, 1998
- ------------------------
John F. McGillicuddy
/s/ James J. O'Connor Director August 28, 1998
- ---------------------
James J. O'Connor
/s/ Deval L. Patrick Director August 31, 1998
- --------------------
Deval L. Patrick
/s/ John F. Peterpaul Director August 28, 1998
- ---------------------
John F. Peterpaul
/s/ Paul E. Tierney, Jr. Director August 31, 1998
- ------------------------
Paul E. Tierney, Jr.
/s/ John K. Van de Kamp Director August 28, 1998
- -----------------------
John K. Van de Kamp
Pursuant to the requirements of the Securities Act of
1993, United Air Lines, Inc. Pension and Welfare Plans
Administration Committee, the administrator of the Plan, has
duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Elk Grove Township, Illinois, on this 10th day
of September, 1998.
PENSION AND WELFARE PLANS
ADMINISTRATION COMMITTEE
By: /s/ John A. Edwardson
---------------------
Name: John A. Edwardson
Title: Chairman
EXHIBIT INDEX
- -------------
Exhibit No. Description
- ---------- -----------
23 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page
of the Registration Statement)
Exhibit 23
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to
the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1998
included in the UAL Corporation Annual Report on Form 10-K
for the year ended December 31, 1997, and of our report
dated May 23, 1998 included in the United Air Lines, Inc.
Flight Attendant Employees' 401(k) Retirement Savings Plan
Annual Report on Form 11-K for the year ended November 30,
1997, and to all references to our Firm included in this
Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
September 10, 1998
