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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): June 10, 1994
UNITED AIR LINES, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 33-21220* 36-2675206
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
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1200 East Algonquin Road
Elk Grove Township, Illinois 60007
(Address of principal executive offices)
Mailing Address: P.O. Box 66100, Chicago, Illinois 60666
Registrant's telephone number, including area code: (708) 952-4000
* Registrant is the wholly-owned subsidiary of UAL Corporation (File 1-6033).
Registrant became subject to filing periodic reports under the Securities
Exchange Act of 1934 as a result of a public offering of securities which became
effective June 3, 1988 (Registration Nos. 33-21220 and 22-18246).
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ITEM 5. OTHER EVENTS
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(a) The following excerpts of the Preliminary Proxy Statement/Joint
Prospectus ("Preliminary Proxy Statement") which constitutes part of the
Registration Statement on Form S-4 (File No. 33-53107), as amended by Amendment
No. 3 thereto filed by Registrant and UAL Corporation on June 10, 1994, are
incorporated herein by reference and are deemed to comprise a part of this
Report on Form 8-K. This subsection (a) of Item 5 of this Report on Form 8-K
supersedes in its entirety the Report of the Registrant on Form 8-K dated
April 21, 1994.
Section Heading In Pages deemed
Preliminary Proxy Statement included herein
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LETTER TO UAL CORPORATION STOCKHOLDERS
NOTICE OF MEETING OF STOCKHOLDERS
SUMMARY OF PROXY STATEMENT/JOINT
PROSPECTUS pp. i-xlvii
including all subsections other than:
The Plan of Recapitalization -- Opinions
of The Financial Advisors to the Board
and the last two paragraphs of
--Certain Risk Factors-Fraudulent
Conveyance (which subsections are not
incorporated by reference herein)
INTRODUCTION pp. 1-5
BACKGROUND OF THE PLAN OF
RECAPITALIZATION pp. 5-15
SPECIAL FACTORS pp. 15-55
including all subsections other than:
Certain Revenues and Earnings
Scenarios; any references to
Scenario C in Effect of the
Recapitalization on Income Statement,
Book Equity and Cash Flow; the Earnings
Per Share Analysis table and the
paragraph preceding such table in
Effect of the Recapitalization on
Income Statement, Book Equity and
Cash Flow; Opinions of Financial
Advisors to the Board; Opinion of
Valuation Firm (which subsections are
not incorporated by reference herein)
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES pp. 57-62
LITIGATION pp. 62
THE PLAN OF RECAPITALIZATION pp. 63-99
ELECTION OF DIRECTORS pp. 100-101
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MARKET PRICES OF THE OLD SHARES;
DIVIDENDS p. 102
SELECTED CONSOLIDATED FINANCIAL AND
OPERATING INFORMATION pp. 103-106
UNAUDITED PRO FORMA FINANCIAL INFORMATION pp. 107-133
CAPITALIZATION pp. 134-135
BENEFICIAL OWNERSHIP OF SECURITIES pp. 136-138
CERTAIN INFORMATION CONCERNING
THE BOARD OF DIRECTORS pp. 139-141
EXECUTIVE COMPENSATION pp. 141-147
APPROVAL OF AMENDMENTS TO THE
1981 INCENTIVE STOCK PROGRAM pp. 147-149
APPROVAL OF AMENDMENTS TO THE
1988 RESTRICTED STOCK PLAN pp. 149-151
APPROVAL OF AMENDMENTS TO THE INCENTIVE
COMPENSATION PLAN p. 151
DESCRIPTION OF SECURITIES pp. 152-179
STOCKHOLDER PROPOSALS pp. 179-182
FEES AND EXPENSES p. 183
INDEPENDENT PUBLIC ACCOUNTANTS p. 183
DISCRETIONARY AUTHORITY OF PROXIES pp. 183-184
EXPERTS p. 184
LEGAL OPINION p. 184
PROXY SOLICITATION p. 184
PROPOSALS FOR 1995 ANNUAL MEETING p. 184
OTHER MATTERS p. 184
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit No. Description
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20.1 The portion of the Preliminary Proxy Statement/Joint
Prospectus which constitutes part of the Registration
Statement on Form S-4 (File No. 33-53107), as amended
by Amendment No. 3 thereto filed by Registrant and UAL
Corporation on June 10, 1994, and referred to in Item 5
hereof incorporated herein by reference.
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SIGNATURE
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 AIRLINES, INC.
June 10, 1994 By: /s/ JOHN C. POPE
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John C. Pope
President and
Chief Operating Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
- ----------- -----------
20.1 The portion of the Preliminary Proxy Statement/Joint
Prospectus which constitutes part of the Registration
Statement on Form S-4 (File No. 33-53107), as amended
by Amendment No. 1 thereto filed by Registrant and
United Air Lines, Inc. on June 10, 1994, referred to in
Item 5 hereof and incorporated herein by reference.
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