SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 1994
UNITED AIR LINES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 33-21220 36-2675206
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
1200 East Algonquin Road
Elk Grove Township, Illinois 60007
(Address of principal executive offices)
P.O. Box 66919
Chicago, Illinois 60666
(Mailing Address)
Registrant's telephone number, including area code: (312) 952-
4000
Item 5. Other Events
The Registrant's parent company, UAL Corporation (the
"Company"), has entered into an Agreement and Plan of
Recapitalization, dated as of March 25, 1994 (the
"Recapitalization Agreement"), with the Air Line Pilots
Association, International UAL-MEC ("ALPA") and the
International Association of Machinists and Aerospace
Workers ("IAM") providing for a transaction pursuant to
which, among other things, (i) employee stock ownership
plans (the "ESOPs") for the benefit of ALPA, IAM and
salaried/management employees of the Company may
acquire 53% of the equity of the Company (subject to
increase to up to 63% in certain circumstances) in
exchange for significant pay and benefit concessions
and work rule changes; (ii) each share of common stock,
par value $5 per share, of the Company will be
reclassified into one-half of a new share of common
stock, par value $.01 per share, of the Company, $31.10
liquidation value of Series B Preferred Stock, no par
value, of the Company and redeemable preferred stock of the
Company that immediately upon issuance will be
redeemed for $15.55 principal amount of Series A Senior
Unsecured Debentures due 2004 of the Registrant, $15.55
principal amount of Series B Senior Unsecured
Debentures due 2014 of the Registrant and $25.80 in
cash; (iii) the Company will enter into revised
Collective Bargaining Agreements with ALPA and the IAM
and will establish a concession program for the
salaried and management employees of the Company; (iv)
the Company will amend and restate its Certificate of
Incorporation and Bylaws; and (v) the Registrant will
amend and restate its Certificate of Incorporation. A
copy of the Recapitalization Agreement is attached as
Exhibit 10.1 to the Company's Current Report on Form 8-
K, dated March 25, 1994 (the "Company 8-K"), and is
incorporated herein as an exhibit. In connection with
the Recapitalization Agreement, the Company also
entered into certain letter agreements relating to the
ESOPs, copies of which are attached as Exhibits 10.2
and 10.3 to the Company 8-K. Completion of the
transactions contemplated by the Recapitalization
Agreement are subject to a number of conditions,
including approval of the transaction by the Company's
stockholders.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Agreement and Plan of
Recapitalization, dated as of March
25, 1994, among UAL Corporation,
Air Line Pilots Association,
International UAL-MEC and the
International Association of
Machinists and Aerospace Workers,
including all schedules and
exhibits thereto, filed as Exhibit
10.1 to UAL Corporation's (File No.
1-6033) Form 8-K, dated March 25,
1994, and incorporated herein by
reference.
10.2 Letter agreement, dated as of March
25, 1994, among UAL Corporation,
Air Line Pilots Association,
International UAL-MEC and the
International Association of
Machinists and Aerospace Workers,
filed as Exhibit 10.2 to UAL
Corporation's (File No. 1-6033)
Form 8-K, dated March 25, 1994, and
incorporated herein by reference.
10.3 Letter agreement, dated as of March
25, 1994, among UAL Corporation and
State Street Bank and Trust
Company, filed as Exhibit 10.3 to
UAL Corporation's (File No. 1-6033)
Form 8-K, dated March 25, 1994, and
incorporated herein by reference.
99.1 Press Release of UAL Corporation,
dated March 25, 1994, filed as
Exhibit 99.1 to UAL Corporation's
(File No. 1-6033) Form 8-K, dated
March 25, 1994, and incorporated
herein by reference.
99.2 Press Release of UAL Corporation,
dated March 28, 1994, filed as
Exhibit 99.2 to UAL Corporation's
(File No. 1-6033) Form 8-K, dated
March 25, 1994, and incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
UNITED AIR LINES, INC.
By: /s/ John C. Pope
John C. Pope
President and
Chief Operating Officer
Dated: March 29, 1994
INDEX TO EXHIBITS
Exhibit Number Description
10.1 Agreement and Plan of
Recapitalization, dated as of March
25, 1994, among UAL Corporation,
Air Line Pilots Association,
International UAL-MEC and the
International Association of
Machinists and Aerospace Workers,
including all schedules and
exhibits thereto, filed as Exhibit
10.1 to UAL Corporation's (File No.
1-6033) Form 8-K, dated March 25,
1994, and incorporated herein by
reference.
10.2 Letter agreement, dated as of March
25, 1994, among UAL Corporation,
Air Line Pilots Association,
International UAL-MEC and the
International Association of
Machinists and Aerospace Workers,
filed as Exhibit 10.2 to UAL
Corporation's (File No. 1-6033)
Form 8-K, dated March 25, 1994, and
incorporated herein by reference.
10.3 Letter agreement, dated as of March
25, 1994, among UAL Corporation and
State Street Bank and Trust
Company, filed as Exhibit 10.3 to
UAL Corporation's (File No. 1-6033)
Form 8-K, dated March 25, 1994, and
incorporated herein by reference.
99.1 Press Release of UAL Corporation,
dated March 25, 1994, filed as
Exhibit 99.1 to UAL Corporation's
(File No. 1-6033) Form 8-K, dated
March 25, 1994, and incorporated
herein by reference.
99.2 Press Release of UAL Corporation,
dated March 28, 1994, filed as
Exhibit 99.2 to UAL Corporation's
(File No. 1-6033) Form 8-K, dated
March 25, 1994, and incorporated
herein by reference.
