SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 5)*
USAir Group, Inc.
(Name of Issuer)
Common Stock
(Upon conversion of Series A Cumulative
Convertible Preferred Stock)
(Title of Class of Securities)
911905 10 7
(CUSIP Number)
Warren E. Buffett
Berkshire Hathaway Inc.
1440 Kiewit Plaza, Omaha, Nebraska 68131
(402) 346-1400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Warren E. Buffett, ###-##-####
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
United States citizen
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
358,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
358,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
358,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
13.41%
14 Type of Reporting Person*:
IN
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Berkshire Hathaway Inc., 04-2254452
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
358,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
358,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
358,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
13.41%
14 Type of Reporting Person*:
HC, CO
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Indemnity Company, 47-0355979
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC, AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
256,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
256,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
256,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
9.58%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Fire and Marine Insurance Company,
47-6021331
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
3,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.11%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Redwood Fire and Casualty Insurance Company,
47-0530076
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
3,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.11%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Cypress Insurance Company, 95-6042829
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
California corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
2,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
2,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
2,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.07%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Columbia Insurance Company, 47-0530077
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
73,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
73,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
73,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
2.73%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Liability & Fire Insurance Company,
36-2403971
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Illinois corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
2,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
2,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
2,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.07%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Blue Chip Stamps, 95-3858923
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
California corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
12,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.45%
14 Type of Reporting Person*:
CO
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Wesco Financial Corporation, 95-2109453
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
12,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.45%
14 Type of Reporting Person*:
CO
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Wesco Holdings Midwest, Inc., 47-0691907
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
12,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.45%
14 Type of Reporting Person*:
CO
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Wesco-Financial Insurance Company, 47-0685686
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
12,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
12,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.45%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Nebraska Furniture Mart, Inc., 43-0428274
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
5,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
5,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
5,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.19%
14 Type of Reporting Person*:
CO
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
The Fechheimer Bros. Company, 31-1000330
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
5,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
5,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
5,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.19%
14 Type of Reporting Person*:
CO
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Oak River Insurance Company
(successor to Kansas Fire and Casualty Company)
2 Check the appropriate box if a member of a Group*:
(a) [ ]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC, AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
3,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.11%
14 Type of Reporting Person*:
IC
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Indemnity Company of Mid America
2 Check the appropriate box if a member of a Group*:
(a) [ ]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC, AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Minnesota corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
3,000 shares Series A Cumulative Convertible
Preferred Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
3,000 shares Series A Cumulative Convertible
Preferred Stock
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
.11%
14 Type of Reporting Person*:
IC
This Amendment to Schedule 13D is being filed to include
in this Schedule 13D the information set forth in the first
paragraph of Item 4 hereof. The other information in this
Amendment merely restates (with appropriate updating) information
previously reported, as required by Securities and Exchange
Commission regulation with respect to electronic filings of
certain Schedules 13D. This Amendment does not report any
purchase or sale of USAir Group, Inc. securities not previously
reported.
Item 1. Security and Issuer.
This statement relates to the Common Stock of USAir
Group, Inc. ("USAir Group"), Crystal Park Four, 2345 Crystal
Drive, Arlington, Virginia 22227, which is issuable upon
conversion of the Series A Cumulative Convertible Preferred Stock
held by the entities making this filing.
Item 2. Identity and Background.
a. This statement is filed by:
Warren E. Buffett (an individual and United States
citizen), 1440 Kiewit Plaza, Omaha, Nebraska 68131;
Berkshire Hathaway Inc. (a Delaware corporation), 1440
Kiewit Plaza, Omaha, Nebraska 68131 (40.7% of the stock
of which is owned by Warren E. Buffett and a trust of
which he is trustee but in which he has no economic
interest, and 3.1% of the stock of which is owned by his
wife, Susan T. Buffett);
National Indemnity Company (a Nebraska corporation),
3024 Harney Street, Omaha, Nebraska 68131 (a 100%-owned
subsidiary of Berkshire Hathaway Inc.);
National Fire and Marine Insurance Company (a Nebraska
corporation), 3024 Harney Street, Omaha, Nebraska 68131
(a 100%-owned subsidiary of Berkshire Hathaway Inc.);
Redwood Fire and Casualty Insurance Company (a Nebraska
corporation), 1017 South Fair Oaks Avenue, P.O. Box
7008, Pasadena, California 91109 (a 100%-owned
subsidiary of National Fire and Marine Insurance
Company);
Cypress Insurance Company (a California corporation),
1017 South Fair Oaks Avenue, P.O. Box 7008, Pasadena,
California 91109 (a 100%-owned subsidiary of Berkshire
Hathaway Inc.);
Columbia Insurance Company (a Nebraska corporation),
3024 Harney Street, Omaha, Nebraska 68131 (a 100%-owned
subsidiary of Berkshire Hathaway Inc.);
National Liability & Fire Insurance Company (an Illinois
corporation formerly known as Home and Automobile
Insurance Company), 3024 Harney Street, Omaha, Nebraska
68131 (a 100%-owned subsidiary of Berkshire Hathaway
Inc.);
Blue Chip Stamps (a California corporation), 5901 South
Eastern Avenue, Los Angeles, California 90040 (a 100%-
owned subsidiary of Berkshire Hathaway Inc.);
Wesco Financial Corporation (a Delaware corporation),
315 East Colorado Boulevard, Pasadena, California 91109
(an 80.1%-owned subsidiary of Blue Chip Stamps);
Wesco Holdings Midwest, Inc. (a Nebraska corporation),
1440 Kiewit Plaza, Omaha, Nebraska 68131 (a 100%-owned
subsidiary of Wesco Financial Corporation);
Wesco-Financial Insurance Company (a Nebraska
corporation), 3024 Harney Street, Omaha, Nebraska 68131
(a 100%-owned subsidiary of Wesco Holdings Midwest,
Inc.);
Nebraska Furniture Mart, Inc. (a Nebraska corporation),
700 South 72nd Street, Omaha, Nebraska 68114 (an 80%-
owned subsidiary of Berkshire Hathaway Inc.);
The Fechheimer Bros. Company (a Delaware corporation),
4545 Malsbary Road, Cincinnati, Ohio 45252 (an 85%-owned
subsidiary of Berkshire Hathaway Inc.); and
National Indemnity Company of Mid-America (a Minnesota
corporation), 3024 Harney Street, Omaha, Nebraska 68131
(a 100%-owned subsidiary of National Indemnity Company).
Oak River Insurance Company (successor to Kansas Fire &
Casualty Company) (a Nebraska corporation), 9290 West
Dodge Road, Omaha, Nebraska 68114 (a 100%-owned
subsidiary of National Indemnity Company)
The Executive Officers and Directors of Berkshire
Hathaway Inc. are as follows:
Executive Officers:
Chairman of the Board and
Chief Executive Officer Warren E. Buffett
Vice Chairman of the Board Charles T. Munger
Vice President, Treasurer and
Chief Financial Officer Marc D. Hamburg
Directors:
Warren E. Buffett
Susan T. Buffett
Howard G. Buffett
Malcolm G. Chace III
Charles T. Munger
Walter Scott, Jr.
The Executive Officers and Directors of National Indemnity
Company are as follows:
Executive Officers:
President Donald F. Wurster
Executive Vice President Ajit Jain
Treasurer Robert D. O'Connell
Directors:
Warren E. Buffett, Chairman
Michael A. Goldberg,
Vice Chairman
Forrest N. Krutter
Robert D. O'Connell
Donald F. Wurster
Mark D. Millard
Philip M. Wolf
The Executive Officers and Directors of National Fire and
Marine Insurance Company are as follows:
Executive Officers:
President Donald F. Wurster
Vice President & Treasurer Robert D. O'Connell
Directors:
Warren E. Buffett, Chairman
Michael A. Goldberg,
Vice Chairman
Forrest N. Krutter
Robert D. O'Connell
Donald F. Wurster
The Executive Officers and Directors of Redwood Fire and
Casualty Insurance Company are as follows:
Executive Officers:
Chairman of the Board Michael A. Goldberg
President Rodney D. Eldred
Treasurer Julie L. Den Herder
Directors:
Michael A. Goldberg,
Chairman
Bradley D. Kinstler
Rodney D. Eldred
Forrest N. Krutter
Julie L. Den Herder
The Executive Officers and Directors of Cypress Insurance
Company are as follows:
Executive Officers:
President Bradley D. Kinstler
Treasurer Julie L. Den Herder
Directors:
Michael A. Goldberg
Bradley D. Kinstler
Rodney D. Eldred
The Executive Officers and Directors of Columbia Insurance
Company are as follows:
Executive Officers:
President Donald F. Wurster
Treasurer Robert D. O'Connell
Directors:
Warren E. Buffett,
Chairman
Michael A. Goldberg, Vice
Chairman
Forrest N. Krutter
Donald F. Wurster
Robert D. O'Connell
The Executive Officers and Directors of National Liability &
Fire Insurance Company are as follows:
Executive Officers:
President Donald F. Wurster
Treasurer Robert D. O'Connell
Directors:
Michael A. Goldberg,
Chairman
Warren E. Buffett
Ajit Jain
Robert D. O'Connell
Forrest N. Krutter
C. Barry Montgomery
Barry L. Kroll
Lloyd E. Williams, Jr.
Donald F. Wurster
The Executive Officers and Directors of Blue Chip Stamps are
as follows:
Executive Officers:
Chairman of the Board Charles T. Munger
President Robert H. Bird
Chief Financial Officer Jeffrey L. Jacobson
Directors:
Robert H. Bird
Jeffrey L. Jacobson
Charles T. Munger
The Executive Officers and Directors of Wesco Financial
Corporation are as follows:
Executive Officers:
Chairman of the Board Charles T. Munger
President Robert H. Bird
Vice President and
Chief Financial Officer Jeffrey L. Jacobson
Directors:
Charles T. Munger,
Chairman
Robert H. Bird
William T. Caspers
Carolyn H. Carlburg
James N. Gamble
Elizabeth Caspers Peters
David K. Robinson
The Executive Officers and Directors of Wesco Holdings
Midwest, Inc. are as follows:
Executive Officers:
President Warren E. Buffett
Vice President Michael A. Goldberg
Secretary and Treasurer Marc D. Hamburg
Directors:
Warren E. Buffett,
Chairman
Michael A. Goldberg
Marc D. Hamburg
The Executive Officers and Directors of Wesco-Financial
Insurance Company are as follows:
Executive Officers:
President Michael A. Goldberg
Treasurer Dale D. Geistkemper
Directors:
Michael A. Goldberg,
Chairman
Warren E. Buffett
Dale D. Geistkemper
Robert D. O'Connell
Forrest N. Krutter
The Executive Officers and Directors of Nebraska Furniture
Mart, Inc. are as follows:
Executive Officers:
Chairman of the Board, Irvin Blumkin
Secretary and Treasurer
President Ronald Blumkin
Chairman, Emeritus Louie Blumkin
Directors:
Irvin Blumkin,
Chairman
Warren E. Buffett
Ronald Blumkin
Louie Blumkin
The Executive Officers and Directors of The Fechheimer Bros.
Company are as follows:
Executive Officers:
Chief Executive Officer Gary W. Heldman
Vice President and Secretary Fred Heldman
Vice President Roger A. Heldman
Controller Linda L. Metze
Directors:
Warren E. Buffett
Michael A. Goldberg
Gary W. Heldman
Charles T. Munger
Edward Olesky
The Executive Officers and Directors of National Indemnity
Company of Mid America are as follows:
Executive Officers:
President Donald F. Wurster
Treasurer Robert D. O'Connell
Directors:
Michael A. Goldberg,
Chairman
Warren E. Buffett
Donald F. Wurster
The Executive Officers and Directors of Oak River Insurance
Company (successor to Kansas Fire & Casualty Company) are as
follows:
Executive Officers:
President Rodney D. Eldred
Treasurer Julie L. Den Herder
Directors:
Rodney D. Elddred
Michael A. Goldberg
Forrest N. Krutter
Mark D. Millard
Grant E. Lippincott
Jeffrey L. Scanlan
Julie L. Den Herder
b. The business addresses of the executive officers and
directors of Berkshire Hathaway Inc., National
Indemnity Company, National Fire and Marine Insurance
Company, Redwood Fire and Casualty Insurance Company,
Cypress Insurance Company, Columbia Insurance Company,
National Liability & Fire Insurance Company, Blue Chip
Stamps, Wesco Financial Corporation, Wesco Holdings
Midwest, Inc., Wesco-Financial Insurance Company,
Nebraska Furniture Mart, Inc., The Fechheimer Bros.
Company, National Indemnity Company of Mid America, and
Oak River Insurance Company are as follows:
Robert H. Bird, 5901 South Eastern Avenue, Los Angeles,
CA 90022
Irvin Blumkin, 700 South 72nd Street, Omaha, Nebraska,
68114
Louie Blumkin, 700 South 72nd Street, Omaha, Nebraska,
68114
Ronald Blumkin, 700 South 72nd Street, Omaha, Nebraska,
68114
Howard G. Buffett, 4666 Faries Parkway, Decatur, IL
62526
Susan T. Buffett, 1440 Kiewit Plaza, Omaha, NE 68131
Warren E. Buffett, 1440 Kiewit Plaza, Omaha, NE 68131
Carolyn H. Carlburg, 315 E. Colorado Boulevard,
Pasadena, CA 91109
William T. Caspers, 315 E. Colorado Boulevard,
Pasadena, CA 91109
Malcolm G. Chace III, 731 Hospital Trust Bldg.,
Providence, RI, 02903
Julie L. Den Herder, 9290 West Dodge Road, Omaha, NE
68114
Rodney D. Eldred, 9290 West Dodge Road, Omaha, NE 68114
James N. Gamble, 315 E. Colorado Boulevard, Pasadena,
CA 91109
Dale D. Geistkemper, 3024 Harney Street, Omaha, NE
68131
Michael A. Goldberg, 1440 Kiewit Plaza, Omaha, NE 68131
Marc D. Hamburg, 1440 Kiewit Plaza, Omaha, NE 68131
Fred Heldman, 4545 Malsbury Road, Cincinnati, OH 45252
Gary W. Heldman, 4545 Malsbury Road, Cincinnati, OH
45252
Roger A. Heldman, 4545 Malsbury Road, Cincinnati, OH
45252
Jeffrey L. Jacobson, 315 E. Colorado Boulevard,
Pasadena, CA 91109
Ajit Jain, 100 First Stamford Place, Stamford, CT 06902
Bradley D. Kinstler, 1825 South Grant Street, #625, San
Mateo, CA 94402
Barry L. Kroll, 20 North Wacker Drive, Chicago, IL
60606
Forrest N. Krutter, 3024 Harney Street, Omaha, NE 68131
Grant E. Lippincott, 9290 West Dodge Road, Omaha, NE
68114
Linda L. Metze, 4545 Malsbury Road, Cincinnati, OH
45252
Mark D. Millard, 1440 Kiewit Plaza, Omaha, NE 68131
C. Barry Montgomery, 20 North Wacker Drive, Chicago, IL
60606
Charles T. Munger, 355 South Grand Avenue, Los Angeles,
CA 90071
Robert D. O'Connell, 3024 Harney Street, Omaha, NE
68131
Edward Olesky, 4545 Malsbury Road, Cincinnati, OH 45252
Elizabeth Caspers Peters, 3769 Jackson Street, San
Francisco, CA 94116
David K. Robinson, 315 E. Colorado Boulevard, Pasadena,
CA 91109
Jeffrey L. Scanlan, 9290 West Dodge Road, Omaha, NE
68114
Walter Scott, Jr., 1000 Kiewit Plaza, Omaha, NE 68131
Lloyd E. Williams, 20 North Wacker Drive, Chicago, IL
60606
Philip D. Wolf, 3024 Harney Street, Omaha, NE 68131
Donald F. Wurster, 3024 Harney Street, Omaha, NE 68131
c. Berkshire Hathaway is a holding company owning
subsidiaries engaged in a number of diverse business
activities, the most important of which is the property
and casualty insurance and reinsurance business.
Berkshire Hathaway also publishes a daily and Sunday
newspaper in Buffalo, New York. Other activities
conducted by Berkshire's subsidiaries include the
publication and distribution of encyclopedias and
related educational and instructional material, the
manufacture and marketing of home cleaning systems and
related accessories, the manufacture and sale of boxed
chocolates and other confectionery products, the
retailing of home furnishings and fine jewelry, the
manufacture and distribution of uniforms, and the
manufacture, import, and distribution of footwear.
The principal occupation of Warren E. Buffett is
Chairman of the Board of Directors of Berkshire
Hathaway Inc.
The principal business of National Indemnity Company is
property/casualty insurance and reinsurance.
The principal business of National Fire and Marine
Insurance Company is property/casualty insurance and
reinsurance.
The principal business of Redwood Fire and Casualty
Insurance Company is property/casualty insurance.
The principal business of Cypress Insurance Company is
worker's compensation insurance.
The principal business of Columbia Insurance Company is
property/casualty insurance and reinsurance.
The principal business of National Liability & Fire
Insurance Company is property/casualty insurance.
The principal business of Blue Chip Stamps is the
trading stamp and motivational program business, and,
through its subsidiary, Wesco Financial Corporation, it
engages in the businesses of Wesco Financial
Corporation, described below.
The principal business of Wesco Financial Corporation
is engaging through subsidiaries in the steel warehouse
business, the real property development business, and
the property/casualty insurance business.
The principal business of Wesco Holdings Midwest, Inc.
is engaging through subsidiaries in the property/
casualty insurance and reinsurance and steel warehouse
businesses.
The principal business of Wesco-Financial Insurance
Company is property/casualty insurance and reinsurance.
The principal business of Nebraska Furniture Mart, Inc.
is retailing home furnishings and carpets.
The principal business of The Fechheimer Bros. Company
is the manufacture and distribution of uniforms.
The principal business of National Indemnity Company of
Mid America is property/casualty insurance.
The principal business of Oak River Insurance Company
is property/casualty insurance.
The present principal occupations of the executive
officers and directors of Berkshire Hathaway Inc.,
National Indemnity Company, National Fire and Marine
Insurance Company, Redwood Fire and Casualty Insurance
Company, Cypress Insurance Company, Columbia Insurance
Company, National Liability & Fire Insurance Company,
Blue Chip Stamps, Wesco Financial Corporation, Wesco
Holdings Midwest, Inc., Wesco-Financial Insurance
Company, Nebraska Furniture Mart, Inc., The Fechheimer
Bros. Company, National Indemnity Company of Mid
America, and Oak River Insurance Company are as
follows:
Robert H. Bird, President of Blue Chip Stamps and
President of Wesco Financial Corporation
Irvin Blumkin, Chairman of the Board, Secretary and
Treasurer of Nebraska Furniture Mart, Inc.
Louie Blumkin, Chairman, Emeritus, of the Board of
Directors of Nebraska Furniture Mart, Inc.
Ronald Blumkin, President and Director of Nebraska
Furniture Mart, Inc.
Howard G. Buffett, Vice President, Assistant to the
Chairman, and Director of Archer Daniels Midland
Company
Susan T. Buffett, private investor
Warren E. Buffett, Chairman of the Board of Directors
of Berkshire Hathaway Inc.
Carolyn H. Carlburg, attorney
William T. Caspers, private investor
Malcolm G. Chace III, private investor
Julie L. Den Herder, Treasurer of Redwood Fire and
Casualty Insurance Company and Treasurer of Cypress
Insurance Company
Rodney D. Eldred, President of Redwood Fire and
Casualty Insurance Company
James N. Gamble, private investor and investment
manager
Dale D. Geistkemper, Treasurer of Wesco-Financial
Insurance Company
Michael A. Goldberg, President of Berkshire Hathaway
Credit Corporation
Marc D. Hamburg, Vice President, Treasurer and Chief
Financial Officer of Berkshire Hathaway Inc.
Fred Heldman, Vice President and Secretary of The
Fechheimer Bros. Company
Gary W. Heldman, Chief Executive Officer of The
Fechheimer Bros. Company
Roger A. Heldman, Vice President of the Fechheimer
Bros. Company
Jeffrey L. Jacobson, Chief Financial Officer of Blue
Chip Stamps and Vice President of Wesco Financial
Corporation
Ajit Jain, Executive Vice President of National
Indemnity Company
Bradley D. Kinstler, President of Cypress Insurance
Company
Barry L. Kroll, attorney
Forrest N. Krutter, Vice President of National
Indemnity Company, Vice President of National Indemnity
Company of the South, Vice President of National Fire
and Marine Insurance Company, Vice President of Redwood
Fire and Casualty Insurance Company, Vice President of
Columbia Insurance Company, Vice President of National
Liability & Fire Insurance Company and Vice President
of Wesco-Financial Insurance Company
Grant E. Lippincott, Vice President of Oak River
Insurance Company
Linda L. Metze, Controller of The Fechheimer Bros.
Company
Mark D. Millard, Director Financial Assets for
Berkshire Hathaway Inc.
C. Barry Montgomery, attorney
Charles T. Munger, Vice Chairman of the Board of
Berkshire Hathaway Inc., Chairman of the Board of Blue
Chip Stamps and Chairman of the Board of Wesco
Financial Corporation
Robert D. O'Connell, Treasurer of National Indemnity
Company, Treasurer of National Indemnity Company of the
South, Vice President and Treasurer of National Fire
and Marine Insurance Company, Treasurer of Columbia
Insurance Company and Treasurer of National Liability &
Fire Insurance Company
Edward Olesky, manufacturing executive
Elizabeth Caspers Peters, private investor
David K. Robinson, attorney
Jeffrey L. Scanlon, Business Manager of Oak River
Insurance Company
Walter Scott, Jr., Chief Executive Officer of Peter
Kiewit Sons, Inc.
Lloyd E. Williams, Jr., attorney
Philip M. Wolf, Vice President of National Indemnity
Company
Donald F. Wurster, President of National Indemnity
Company, President of National Indemnity Company of the
South, President of National Fire and Marine Insurance
Company, President of Columbia Insurance Company, and
President of National Liability & Fire Insurance
Company
d. None of the persons on whose behalf this Schedule 13D
is filed, nor, to the best knowledge of the persons
filing this Schedule, any of the officers and directors
of such persons set forth above, have been convicted,
during the last five years, in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
e. None of the persons on whose behalf this Schedule 13D
is filed, nor, to the best knowledge of the persons
filing this Schedule, any of the officers and directors
of such persons set forth above, have, during the last
five years, been party to a civil proceeding resulting
in a judgment, decree or final order relating to
securities laws.
f. The natural person on whose behalf this Schedule 13D is
filed, and, to the best knowledge of the persons
filling this Schedule, each of the officers and
directors of the corporations listed above, are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Considerations.
The aggregate amount of funds expended by all of the
companies filing this Schedule 13D for shares of the Series A
Cumulative Convertible Preferred Stock of USAir Group (the
"Convertible Preferred Stock") was $358,000,000. Internally
generated funds of each of the purchasing companies were used,
except that Berkshire Hathaway borrowed $310,000,000 in short-
term funds from the First National Bank of Boston at the time of
the purchase in 1989 to help to fund the purchase. The borrowed
funds were repaid during 1989. To the best knowledge of the
persons filing this Schedule, except for the indirect beneficial
ownership of Warren E. Buffett described herein, no officers or
directors of the companies identified in Item 2 have expended
funds to purchase USAir Group capital stock.
Item 4. Purpose of Transaction.
Warren E. Buffett, Chairman of the Board of Berkshire, and
Charles T. Munger, Vice Chairman of the Board of Berkshire, have
served as directors of USAir Group since January 27, 1993. In
connection with USAir Group's solicitation of proxies related to
its annual meeting of shareholders scheduled to be held on
July 27, 1994, Mr. Buffett and Mr. Munger have advised USAir
Group, and USAir Group's proxy statement related to such meeting
states, that they support management's cost reduction program,
which includes employee concessions as well as other initiatives
to reduce USAir Group's costs of operation, and that their
continued service as directors of USAir Group and its subsidiary
USAir, Inc. will depend upon USAir Group's successfully reaching
a timely agreement with its organized labor groups that, in the
opinion of Messrs. Buffett and Munger, provides USAir Group with
sufficient labor cost savings which, when combined with other
costs reduction programs being implemented by USAir Group, would
afford USAir Group a reasonable opportunity to achieve
profitability in a low fare competitive environment.
The purpose of the purchase of the Convertible Preferred
Stock of USAir Group by Berkshire and the other persons filing
this Schedule was to acquire shares for investment.
Under the terms of the Certificate of Designation of the
Convertible Preferred Stock, holders of shares of the Convertible
Preferred Stock have the right to vote the shares of Convertible
Preferred Stock along with the outstanding common shares as one
class, with each share of Convertible Preferred Stock being
entitled to 25.8099 votes, subject to certain antidilution
adjustments. (The increase in such number of votes from that
previously reported resulted solely from the antidilution
provisions of the Convertible Preferred Stock, which were
triggered by the issuance of other preferred stocks by USAir
Group to British Air Plc. ("British Air")).
Berkshire's purchase agreement with USAir Group dated August
7, 1989, provides that, for a period of ten years neither
Berkshire nor its affiliates will purchase additional shares of
USAir Group stock that would, combined with their present
holdings, aggregate more than 14% of the outstanding voting
shares of USAir Group without the approval of USAir Group's Board
of Directors and that for a period of ten years Berkshire will
not sell shares of stock owned by it without giving USAir Group a
right of first refusal. Further, Berkshire has agreed, with
specified exceptions, that it will not knowingly sell the shares
to any person who would own 3% or more of the voting securities
of USAir Group as a result of the purchase.
Each share of the Convertible Preferred Stock purchased by
Berkshire is convertible into 25.8099 shares of USAir Group
Common Stock, subject to certain antidilution provisions. (The
increase in such number of shares from that previously reported
similarly resulted solely from the antidilution provisions of the
Convertible Preferred Stock triggered by the issuances of other
preferred stocks by USAir Group to British Air).
The Certificate of Designation for the Convertible Preferred
Stock also contains provisions requiring USAir Group to redeem
any shares of the Convertible Preferred Stock then outstanding on
August 7, 1999 at a price of $1,000 per share plus accrued
dividends, and permitting USAir Group to redeem all (but not less
than all) of the outstanding Convertible Preferred Stock at a
price of $1,100 per share plus accrued dividends at any time on
or after August 7, 1991. The Certificate of Designation also
contains certain other provisions permitting redemption by USAir
Group or the holders in certain defined circumstances, as well as
provisions concerning such matters as situations in which a class
vote is required, and provisions relating to antidilution
adjustments for voting and for conversion.
As stated above, Berkshire has agreed that neither it nor
any of its subsidiaries will, for a period of ten years, purchase
additional shares of USAir Group that would, combined with their
present holdings, aggregate more than 14% of USAir Group voting
power without the consent of the board of directors of USAir
Group. The holdings of Berkshire and its affiliates amount to
approximately 10.47% of USAir Group's voting power. While
Berkshire or other companies in the Berkshire group, including
the companies filing this Schedule, have no present plans to
purchase additional shares of USAir Group common stock in the
open market or otherwise, they could determine to do so depending
upon price, market conditions, availability of funds, evaluation
of alternative investments and other factors. While none of the
persons filing this Schedule have any present plans to sell any
of USAir Group shares held by them, they could determine, based
upon the same set of factors listed above with respect to
purchases, to sell some or all of USAir Group shares held by
them. The purchase agreement between USAir Group and Berkshire
requires USAir Group to register the common shares into which the
Convertible Preferred Stock is convertible under certain
circumstances, and, when a holder that is an insurance company is
so directed by its insurance regulator, to register the
Convertible Preferred Stock held by such holder. As stated
above, the purchase agreement also requires that Berkshire give
USAir Group a right of first refusal in the event of contemplated
sales of shares.
The provisions of the stock purchase agreement and the
Certificate of Designation are set forth in full in those
documents which have been filed as Exhibits A and B to this
Schedule, and which are incorporated herein in their entirety by
this reference in answer to this Item. The description of the
terms and provisions of these documents is a summary only, and is
qualified in its entirety by reference to such documents.
Other than as discussed above, the persons filing this
Schedule have no plans or proposals that relate to or would
result in an extraordinary corporate transaction involving USAir
Group or any of its subsidiaries; a sale or transfer of a
material amount of assets of USAir Group or any of its
subsidiaries; a change in the present Board of Directors or
management of USAir Group; a material change in the present
capitalization or dividend policy of USAir Group; any other
material change in USAir Group's business or corporate structure,
changes in USAir Group's charter or bylaws or other actions that
might impede the acquisition of control of USAir Group by any
other person; causing securities of USAir Group to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an interdealer quotation system of a registered
national securities association; causing securities of USAir
Group to be eligible for termination of registration pursuant to
the Securities Exchange Act of 1934; or any other similar action.
Item 5. Interest in Securities of the Issuer.
a. The following table sets forth the aggregate number of
shares of Convertible Preferred Stock, the number of shares of
Common Stock that would be held upon conversion, and the
percentage of Common Stock of USAir Group that would be held by
the following companies filing this Schedule 13D, assuming that
all shares of Convertible Preferred Stock were converted to
Common Stock, but that no other shares of convertible securities
(including the Series F, Series T-1 and Series T-2 Stock held by
British Air) were so converted:
Shares of Percentage
Convertible Shares of of Common
Name Preferred Stock Common Stock Stock
National Indemnity Co. 250,000 6,452,475 9.36
Columbia Insurance Co. 73,000 1,884,123 2.73
Cypress Insurance Co. 2,000 51,620 .07
National Liability &
Fire Insurance Co. 2,000 51,620 .07
Wesco-Financial
Insurance Co. 12,000 309,719 .45
The Fechheimer Brothers
Co. 5,000 129,050 .19
Redwood Fire & Casualty
Insurance Co. 3,000 77,430 .11
Nebraska Furniture Mart,
Inc. 5,000 129,050 .19
National Indemnity
Company of Mid-America 3,000 77,430 .11
Oak River Insurance Co. 3,000 77,430 .11
358,000 9,239,944* 13.41*#
* The numbers for the individual companies do not add to the total due
to rounding in calculation.
# The percentage of the class of Common Stock as shown in this table
is not the same as the percentage of voting securities held as shown
in the table in Item 5.b, due to the fact that the Series F, Series T-
1 and Series T-2 Stock held by British Air each has, subject to
certain restrictions, the power to vote generally with the Common
Stock and the Convertible Preferred Stock. See Item 5.b.
Warren E. Buffett, Chairman of the Board of Berkshire, may
be deemed to control Berkshire, which controls each of the companies
directly owning the Convertible Preferred Stock identified in the
above table. Both Mr. Buffett and Berkshire thus may be considered to
have beneficial ownership of the entire 358,000 shares of Convertible
Preferred Stock shown. Wesco-Financial Insurance Company, Oak River
Insurance Company and Redwood Fire and Casualty Insurance Company,
each of which is identified above, are indirect subsidiaries of
Berkshire, which controls each of the intervening companies--Blue Chip
Stamps, Wesco Financial Corporation and Wesco Holdings Midwest, Inc.
(in the case of Wesco-Financial Insurance Company); National Indemnity
Company (in the case of Oak River Insurance Company and National
Indemnity Company of Mid-America); and National Fire and Marine
Insurance Company (in the case of Redwood Fire and Casualty Insurance
Company). Each of these intervening companies is identified in Item
2, whether or not it is a record holder of Convertible Preferred
Stock.
b. Each of the companies named in the table in Item 5.a. has
both voting and investment power with respect to the shares indicated
for each. Warren E. Buffett directs the investments and voting of
each of the companies named. Thus, Mr. Buffett, Berkshire and the
subsidiaries of Berkshire that directly or indirectly control the
companies named in Item 5.a. share voting power and investment power
with respect to the shares of USAir Group owned by each of the
companies named in Item 5.a.
Subject to the qualifications set forth below, the voting
power of the persons filing this Schedule 13D, is as follows:
Percentage of
Name Votes Voting Stock
National Indemnity Co. 6,452,475 7.31
Columbia Insurance Co. 1,884,123 2.14
Cypress Insurance Co. 51,620 .06
National Liability & Fire
Insurance Co. 51,620 .06
Wesco-Financial Insurance Co. 309,719 .35
The Fechheimer Brothers Co. 129,050 .15
Redwood Fire & Casualty
Insurance Co. 77,430 .09
Nebraska Furniture Mart, Inc. 129,050 .15
National Indemnity Company of
Mid-America 77,430 .09
Oak River Insurance Co. 77,430 .09
9,239,944* 10.47*
* The numbers for the individual companies do not add to the total
due to rounding in calculation. The Series F, Series T-1 and Series
T-2 Stock issued by USAir Group to British Air each has the power by
its terms to vote on an "as converted" basis, as does the Convertible
Preferred Stock. However, this right to vote may be restricted if its
exercise would violate United States statutory or Department of
Transportation rules on foreign ownership or control of USAir Group
securities, as reasonably determined by USAir Group's Board of
Directors, and British Air has agreed with USAir Group that it will
not attempt to exercise such voting rights under such circumstances.
This Schedule 13D does not attempt to reflect all of the
various rights and restrictions that the Series F, Series T-1 and
Series T-2 Stock issued to British Air may have. Rather, the above
table reflects the voting power of the persons filing this Schedule
13D assuming that the voting rights of the Series F, Series T-1 and
Series T-2 Stock are unrestricted.
c. There has been no transaction in the shares of USAir Group by
the persons filing this Schedule 13D during the past sixty days.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
As described above in Item 4, Messrs. Buffett and Munger have
advised USAir Group of their position with respect to its cost
reduction program and their service as directors. As also described
in Item 4, the stock purchase agreement between USAir Group and
Berkshire provides for various rights and restrictions with respect to
USAir Group's securities.
Item 7. Material to be Filed as Exhibits.
[Previously filed as paper exhibits]
After reasonable inquiry and to the best knowledge and belief of each
the undersigned hereby certify that the information set forth in this
statement is true, complete and correct.
Dated this 20th day of June, 1994.
/s/ Warren E. Buffett
Warren E. Buffett
BERKSHIRE HATHAWAY INC. NATIONAL INDEMNITY COMPANY
By /s/ Warren E. Buffett By /s/Warren E. Buffett
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
NATIONAL FIRE AND MARINE COLUMBIA INSURANCE COMPANY
INSURANCE COMPANY
By /s/Warren E. Buffett By /s/Warren E. Buffett
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
WESCO HOLDINGS MIDWEST THE FECHHEIMER BROTHERS COMPANY
By /s/Warren E. Buffett By /s/Warren E. Buffett
Warren E. Buffett Warren E. Buffett
President Director
NATIONAL LIABILITY & FIRE INSURANCE COMPANY, NEBRASKA FURNITURE MART,
INC., REDWOOD FIRE AND CASUALTY INSURANCE COMPANY, NATIONAL INDEMNITY
COMPANY OF MID-AMERICA, OAK RIVER INSURANCE COMPANY, CYPRESS INSURANCE
COMPANY, WESCO FINANCIAL CORPORATION, BLUE CHIP STAMPS AND WESCO-
FINANCIAL INSURANCE COMPANY
By /s/Warren E. Buffett
Warren E. Buffett
Attorney-in-Fact
