As filed with the Securities and Exchange Commission on March 2, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UAL CORPORATION
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(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)
Stock in Lieu of Incentive Compensation in Cash for Certain
Executive Officers
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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
(Name, address and telephone number, including area code, of
agent for service)
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<TABLE> Calculation of Registration Fee
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<CAPTION>
<S> <C> <C> <C> <C>
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered per unit price fee
registered
- ---------- ----------- ---------------- ------------------ ------------
Common Stock,
par value $.01 5,740 shares $86.00 (1) $493,640 $146.00 (1)
per share
</TABLE>
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(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 February 24, 1998.
On February 26, 1998, the Board of Directors of UAL
Corporation, a Delaware corporation (the "Company"), approved the
sale of shares of Common Stock, $.01 par value ("Common Stock"),
of the Company from treasury in lieu of all or a portion of the
after-tax incentive compensation in cash for 1997 to certain
executive officers of the Company (collectively, the "Officers")
pursuant to the terms of the Company's Incentive Compensation
Plan and an employment agreement.
Each of the Officers has agreed to accept some or all of his
incentive compensation in Common Stock of equivalent value in
lieu of cash. The number of shares of the Common Stock to be
issued for the Officers specifying a percentage of the incentive
compensation amount has been determined by dividing the portion
of the incentive compensation to be taken in stock by the closing
price of the Common Stock on the New York Stock Exchange
Composite Transaction Tape on February 26, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Company hereby incorporates by reference in this
registration statement (the "Registration Statement"), the
following documents filed with the Securities and Exchange
Commission (the "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
year ended December 31, 1996 (File No. 1-6033);
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, as amended, June 30, 1997
and September 30, 1997, as amended;
(3) The Company's Current Reports on Form 8-K for May 6,
1997, July 21, 1997, September 18, 1997, October 28,
1997, and December 15, 1997; and
(4) 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 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 reregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein by the
Company 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.
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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 reasonably 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 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 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 has the power 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)
Item 9. Undertakings.
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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;
(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) of
this section 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 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
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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 26th day of
February, 1998.
UAL CORPORATION
By: /s/ Gerald Greenwald
--------------------
Name: Gerald Greenwald
Title: Chairman of the Board and
Chief Executive 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 February 26, 1998
-------------------- Chairman and
Gerald Greenwald Chief Executive
Officer (principal
executive officer)
/s/ Douglas A. Hacker Senior Vice February 26, 1998
- --------------------- President and Chief
Douglas A. Hacker Financial Officer
(principal
financial officer
and principal
accounting officer)
/s/ John A. Edwardson Director February 26, 1998
- ---------------------
John A. Edwardson
Signature Title Date
--------- ----- ----
/s/ Duane D. Fitzergald Director February 26, 1998
- -----------------------
Duane D. Fitzgerald
/s/ Michael H. Glawe Director February 26, 1998
- --------------------
Michael H. Glawe
/s/ Richard D. McCormick Director February 26, 1998
- ------------------------
Richard D. McCormick
/s/ John F. McGillicuddy Director February 26, 1998
- ------------------------
John F. McGillicuddy
/s/ James J. O'Connor Director February 26, 1998
- ---------------------
James J. O'Connor
/s/ Deval L. Patrick Director February 26, 1998
- --------------------
Deval L. Patrick
/s/ John F. Peterpaul Director February 26, 1998
- ---------------------
John F. Peterpaul
/s/ Paul E. Tierney, Jr. Director February 26, 1998
- ------------------------
Paul E. Tierney, Jr.
/s/ John K. Van de Kamp Director February 26, 1998
- -----------------------
John K. Van de Kamp
/s/ Paul A. Volcker Director February 26, 1998
- -------------------
Paul A. Volcker
EXHIBIT INDEX
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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, 1997 included in the UAL
Corporation Annual Report on Form 10-K for the year ended
December 31, 1996, 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
March 2, 1998
