<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)*
US Airways Group, Inc.
(Name of Issuer)
Common Stock
(Upon conversion of Series H Senior Cumulative
Convertible Preferred Stock)
(Title of Class of Securities)
911905 10 7
(CUSIP Number)
Marc D. Hamburg
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)
August 22, 1997
(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
[ ].
* The remainder of this cover page shall be filled 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).
(Page 1 of 39 Pages)
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 2 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren E. Buffett
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States citizen
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 358,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
358,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
358,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.34%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 3 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berkshire Hathaway Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 358,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
358,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
358,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.34%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 4 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Indemnity Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 256,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
256,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
256,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.22%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 5 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Fire and Marine Insurance Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 3,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
3,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.09%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 6 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Redwood Fire and Casualty Insurance Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 3,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
3,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.09%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 7 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cypress Insurance Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 2,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
2,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.06%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 8 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Columbia Insurance Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 73,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
73,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
73,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.11%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 9 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Liability & Fire Insurance Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 2,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
2,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.06%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 10 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blue Chip Stamps
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 12,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
12,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.35%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 11 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wesco Financial Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 12,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
12,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.35%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 12 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wesco Holdings Midwest, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 12,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
12,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.35%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 13 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wesco-Financial Insurance Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 12,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
12,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.35%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 14 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nebraska Furniture Mart, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 5,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
5,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.14%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 15 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Fechheimer Bros. Company
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 5,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
5,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.14%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 16 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak River Insurance Company
(successor to Kansas Fire and Casulty Company)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nebraska corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 3,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
3,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.09%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 911905 10 7 13D PAGE 17 OF 39 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Indemnity Company of Mid America
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUAN TO
5 ITEMS 2(d) or (e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Minnesota corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
7 REPORTING PERSON WITH SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
BENEFICIALLY 8 REPORTING PERSON WITH SHARED VOTING POWER
OWNED BY 3,000 shares Series H Senior Cumulative Convertible
Preferred Stock
-----------------------------------------------------------
EACH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
9 REPORTING PERSON WITH SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
WITH 10 REPORTING PERSON WITH SHARED DISPOSITIVE POWER
3,000 shares Series H Senior Cumulative
Convertible Preferred Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,000 shares Series H Senior Cumulative Convertible Preferred Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.09%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 911905 10 7 Page 18 of 39
This amendment is filed merely to reflect a correction made by US Airways
Group, Inc. ("USAir") to the Certificate of Designation creating the Series H
Senior Cumulative Convertible Preferred Stock acquired by Berkshire Hathaway
Inc. affiliates as previously reported in the amendment to this Schedule 13D
filed by the undersigned on August 19, 1997. Items 4, 5, 6 and 7 of the Schedule
13D previously filed by the undersigned with respect to the common stock of
USAir are hereby amended to add the following:
ITEM 4. PURPOSE OF TRANSACTION.
On August 22, 1997, USAir filed a Corrected Certificate of Designation (the
"Corrected Certificate") with respect to the Series H Senior Cumulative
Convertible Preferred Stock (the "Series H Preferred Stock") issued on August
15, 1997 to certain affiliates (the "Holders") of Berkshire Hathaway Inc.
("Berkshire") in exchange for the Holders' shares of Series A Cumulative
Convertible Preferred Stock.
The Corrected Certificate provides that the formula for determining the
conversion rate and number of votes to which the Series H preferred stock is
entitled as follows:
(a) CONVERSION RATE. The Corrected Certificate provides that each share
of Series H Preferred Stock is convertible into 25.8099 shares of USAir common
stock, subject to certain anti-dilution adjustments. The aggregate number of
USAir common shares into which the Series H Preferred Stock may be converted is
currently 9,239,944 shares. Under the original Series H Certificate of
Designation (the "Original Certificate"), each share of Series H Preferred Stock
was convertible into 26 shares of USAir common stock, determined by dividing
9,239,944 by 358,000 and rounding to the nearest share, subject to certain anti-
dilution adjustments. The aggregate number of USAir common shares into which
the Series H Preferred Stock could have been converted under the Original
Certificate was 9,308,000 shares.
(b) VOTING RIGHTS. The Series H Preferred Stock is entitled to voting
rights equal to the number of shares into which the Series H Preferred Stock may
be converted. Therefore, the Holders were entitled to 9,308,000 votes under the
Original Certificate and are currently entitled to 9,239,944 votes under the
Corrected Certificate, subject to certain anti-dilution adjustments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As discussed above in Item 4, the Corrected Certificate provides for the
number of shares of USAir common stock that would be held by the undersigned
upon conversion of the Series H Preferred Stock and the total votes to which the
Series H Preferred Stock is entitled. These provisions are detailed in the
table below. Percentages in the following table are based upon the number of
securities outstanding as disclosed in USAir's quarterly report on Form 10-Q for
the quarter ended June 30, 1997. The following table assumes that all shares of
Series H Preferred Stock were converted to USAir common stock and that no shares
of USAir's Series B Cumulative Convertible Preferred Stock have been so
converted.
<PAGE>
CUSIP No. 911905 10 7 Page 19 of 39
<TABLE>
<CAPTION>
Shares of Percentage
Series H Shares of of Common and
Name Preferred Stock Common Stock Voting Stock
---- --------------- ------------- --------------
<S> <C> <C> <C>
National Indemnity Co. 250,000 6,452,475 7.22%
Columbia Insurance Co. 73,000 1,884,122 2.11
Cypress Insurance Co. 2,000 51,619 .06
National Liability &
Fire Insurance Co. 2,000 51,619 .06
Wesco-Financial
Insurance Co. 12,000 309,718 .35
The Fechheimer Bros.
Company 5,000 129,049 .14
Redwood Fire & Casualty
Insurance Co. 3,000 77,429 .09
Nebraska Furniture Mart,
Inc. 5,000 129,049 .14
National Indemnity
Company of Mid-America 3,000 77,429 .09
Oak River Insurance Co. 3,000 77,429 .09
------- --------- -------
358,000 9,239,944* 10.34%*
</TABLE>
* The numbers for the individual companies do not add to the total due to
rounding in calculation.
Warren E. Buffett, Chairman of the Board of Berkshire, may be deemed to
control Berkshire, which controls each of the Holders 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 Series H Preferred Stock shown.
Wesco-Financial Insurance Company, Oak River Insurance Company and Redwood Fire
and Casualty Insurance Company, each of which is identified on the cover pages
and previously in Item 2 of this Schedule 13D, 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
on the cover pages of this Schedule 13D and in Item 2 of prior versions of this
Schedule 13D, whether or not it is a record holder of Series H Preferred Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described above in Item 4, the Corrected Certificate provides for
various rights and restrictions with respect to USAir's securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) The Corrected Certificate of Designation for the Series H Senior
Cumulative Convertible Preferred Stock of US Airways Group, Inc. is
attached as Exhibit A to this Schedule.
<PAGE>
CUSIP No. 911905 10 7 Page 20 of 39
SIGNATURES
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 22nd day of August, 1997.
/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
<PAGE>
CUSIP No. 911905 10 7 Page 21 of 39
EXHIBIT A
CORRECTED CERTIFICATE OF DESIGNATION
of
SERIES H SENIOR CUMULATIVE CONVERTIBLE PREFERRED STOCK
of
US AIRWAYS GROUP, INC.
Pursuant to Section 103(f) of the General Corporation Law
of the State of Delaware
US Airways Group, Inc., a Delaware corporation (the "Corporation"),
filed a Certificate of Designation of Series H Senior Cumulative Convertible
Preferred Stock of the Corporation on August 15, 1997, pursuant to, and in
accordance with, the provisions of Section 151 of the General Corporation Law of
the State of Delaware, which contained errors misstating an arithmetical
calculation in Sections 3(a) and 8(a). The Certificate of Designation of Series
H Senior Cumulative Convertible Preferred Stock of the Corporation is set forth
in its corrected form below:
Section 1. Designation and Amount.
----------------------
The shares of such series shall be designated as the "Series H Senior
Cumulative Convertible Preferred Stock" (the "Series H Preferred Stock") and the
number of shares initially constituting such series shall be 358,000, which
number may be decreased (but not increased) by the Board of Directors without a
vote of stockholders; provided, however, that such number may not be decreased
-------- -------
below the number of then currently outstanding shares of Series H Preferred
Stock.
Section 2. Dividends and Distributions.
---------------------------
(a) The holders of shares of Series H Preferred Stock, in preference
to the holders of shares of the Common Stock, $1 par value (the "Common Stock"),
of the Corporation and of any other capital stock of the Corporation ranking
junior to the Series H Preferred Stock as to payment of dividends, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds of the Corporation legally available for the payment of dividends,
cumulative dividends payable in cash at the annual rate of $92.50 per share, and
no more, in equal quarterly payments on March 31, June 30, September 30 and
December 31 (or if any of such days is not a Business Day, the Business Day next
preceding such day) in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date", and any dividend not paid on such date being
referred to herein as "past due"), commencing on the first Quarterly Dividend
Payment Date which is at least 10 days after the date of original issue of the
Series H Preferred Stock; provided, however, that if any applicable dividend
-------- -------
payment or redemption payment is not made on a Quarterly Dividend Payment Date
or the date set for such redemption, respectively, thereafter all such dividend
payments and redemption payments that are past due and unpaid shall accrue
interest at (A) the higher of (x) an annual rate of 9 1/4% or (y) an annual rate
(determined as of each Quarterly Dividend Payment Date) equal to 5% plus the
"prime rate" as reported in The Wall Street Journal (or, if not reported
-----------------------
therein, as such rate may be from time to time publicly announced by The
<PAGE>
CUSIP No. 911905 10 7 Page 22 of 39
Chase Manhattan Bank) on the date of publication closest to the date of
determination or (B) such lesser rate as may be the maximum rate that is
permitted by applicable law (in either case compounded quarterly), with the
amount of such interest added to accrued dividend payments or redemption
payments, respectively, until all such dividend payments and redemption payments
shall have been paid in full (or declared and funds sufficient therefor Set
Apart for Payment); and provided, further, that in the case of a redemption
-------- -------
payment required to be made pursuant to Section 5(d) hereof that is not made on
the date set for such redemption the interest accrued pursuant to clause (y) of
the previous proviso shall increase each month by an annual rate of 100 basis
points, up to a maximum of 19%, or such lesser rate as may be the maximum rate
that is permitted by applicable law.
(b) Dividends payable pursuant to paragraph (a) of this Section 2
shall begin to accrue and be cumulative from July 1, 1997. The amount of
dividends so payable shall be determined on the basis of twelve 30-day months
and a 360-day year. Accrued but unpaid dividends shall bear interest as
provided in the last proviso of paragraph (a) of this Section 2. Dividends paid
on the shares of Series H Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series H Preferred Stock entitled to receive payment of
a dividend declared thereon, which record date shall be no more than 60 days nor
less than 10 days prior to the date fixed for the payment thereof.
(c) In case the Corporation shall at any time or from time to time
declare, order, pay or make a dividend or other distribution (including, without
limitation, any distribution of stock or other securities or property or rights
or warrants to subscribe for securities of the Corporation or any of its
Subsidiaries by way of dividend or spinoff or Rights) on its Common Stock, other
than (i) dividends payable in cash in an aggregate amount in any fiscal year
which, when declared, are not expected to exceed the net income of the
Corporation during such year from continuing operations before extraordinary
items, as determined in accordance with generally accepted accounting principles
consistently applied in accordance with past practice, or (ii) any dividend or
distribution of shares of Common Stock, then, and in each such case (a
"Triggering Distribution"), the holders of shares of Series H Preferred Stock
shall be entitled to receive from the Corporation, with respect to each share of
Series H Preferred Stock held, the same dividend or distribution received by a
holder of the number of shares of Common Stock into which such share of Series H
Preferred Stock is convertible on the record date for such dividend or
distribution. Any such dividend or distribution shall be declared, ordered,
paid or made on the Series H Preferred Stock at the same time such dividend or
distribution is declared, ordered, paid or made on the Common Stock.
(d) The holders of shares of Series H Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided in
this Certificate of Designation of Series H Senior Cumulative Convertible
Preferred Stock.
<PAGE>
CUSIP No. 911905 10 7 Page 23 of 39
Section 3. Voting Rights.
-------------
In addition to any voting rights provided elsewhere herein and in the
Corporation's Restated Certificate of Incorporation, as it may be amended or
restated from time to time (the "Certificate of Incorporation"), and any voting
rights provided by law, the holders of shares of Series H Preferred Stock shall
have the following voting rights:
(a) Each share of Series H Preferred Stock shall be entitled to
25.8099 votes, subject to adjustment in the manner set forth in paragraph (b) of
Section 8. Except as otherwise provided herein, or by the Certificate of
Incorporation, or by law, the shares of Series H Preferred Stock and the
shares of Common Stock (and any other shares of capital stock of the Corporation
at the time entitled thereto) shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(b) So long as any shares of Series H Preferred Stock shall be
outstanding and unless the consent or approval of a greater number of shares
shall then be required by law, without first obtaining the consent or approval
of the holders of at least two-thirds of the number of then-outstanding shares
of Series H Preferred Stock, voting as a single class, given in person or by
proxy at a meeting at which the holders of such shares shall be entitled to vote
separately as a class, or by written consent, the Corporation shall not: (i)
authorize or create any class or series, or any shares of any class or series,
of stock having any preference or priority as to dividends or upon redemption,
liquidation, dissolution, or winding up over the Series H Preferred Stock, or
redeemable prior to the time that the Series H Preferred Stock may be redeemable
pursuant to Section 5 ("Senior Stock"); (ii) authorize or create any class or
series, or any shares of any class or series, of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series H Preferred Stock or redeemable at or prior to the time that the Series H
Preferred Stock may be redeemable pursuant to Section 5 ("Parity Stock"),
provided, however, that no such vote shall be required with respect to the
- -------- -------
authorization or creation by the Corporation of one or more new series of Senior
Preferred Stock or Preferred Stock that is Parity Stock if (A) the aggregate
purchase price (excluding transaction-related expenses) of all shares of such
series is equal to or greater than the aggregate liquidation preference of all
shares of such series, (B) the aggregate liquidation preference (excluding
accrued but unpaid dividends) of all shares of such series of Preferred Stock
does not exceed $150,000,000, and (C) shares of any such new series shall be
issued only to an employee stock ownership plan, employee stock ownership trust
or other similar arrangement organized and maintained by the Corporation for the
benefit of its employees; (iii) reclassify any shares of stock of the
Corporation into shares of Senior Stock or Parity Stock; (iv) authorize any
security exchangeable for, convertible into, or evidencing the right to purchase
any shares of Senior Stock or Parity Stock: (v) amend, alter or repeal the
Certificate of Incorporation to alter or change the preferences, rights or
powers of the Series H Preferred Stock so as to affect the Series H Preferred
Stock adversely or to increase the authorized number of shares of Series H
Preferred Stock; or (vi) effect the voluntary liquidation, dissolution or
winding up of the Corporation, or the sale, lease, conveyance or exchange of all
or substantially all of the assets, property or business of the Corporation, or
the merger or consolidation of the Corporation with or into any other
corporation; provided, however, that no separate vote of the holders of the
-------- -------
Series H Preferred Stock as a class shall be required in the case of a merger or
consolidation or a sale, lease, conveyance or exchange of all or substantially
all
<PAGE>
CUSIP No. 911905 10 7 Page 24 of 39
of the assets, property or business of the Corporation (such transactions being
hereinafter in this proviso referred to as a "reorganization") if (A) the
resulting, surviving or acquiring corporation will have after such
reorganization no stock either authorized or outstanding ranking prior to, or on
a parity with, the Series H Preferred Stock or the stock of the resulting,
surviving or acquiring corporation issued in exchange therefor (except such
stock of the Corporation as may have been authorized or outstanding immediately
preceding such reorganization, or such stock of the resulting, surviving or
acquiring corporation containing substantially the same relative rights and
preferences as the stock of the Corporation for which it may be exchanged
("Exchanged Stock"), which Exchanged Stock was outstanding immediately preceding
such reorganization and at such time ranked prior to, or on a parity with, the
Series H Preferred Stock) and (B) each holder of shares of Series H Preferred
Stock immediately preceding such reorganization will receive in exchange
therefor the same number of shares of stock, with substantially the same
preferences, rights and powers, of the resulting, surviving, or acquiring
corporation or the Corporation is the surviving corporation and the Series H
Preferred Stock remains outstanding without change to its preferences, rights
and powers, provided that nothing in this proviso shall require that such other
stock or Series H Preferred Stock have any rights upon conversion save those
specified in Section 8(b)(iii) hereof.
(c) Whenever (i) dividends payable on shares of the Series H
Preferred Stock pursuant to the terms of paragraphs (a) and (b) of Section 2
shall have been in arrears and not paid in full at or before thirty (30) days
following any Quarterly Dividend Payment Date (a "Dividend Default"), thereafter
and until all such dividends shall have been paid in full or declared and Set
Apart for Payment, or (ii) the Corporation shall have violated any of the
covenants contained in Section 4 and such violation shall be continuing, or
(iii) the Corporation shall have not redeemed shares of Series H Preferred Stock
within five (5) Business Days of the date such redemption is required by Section
5 (a "Redemption Default"), thereafter and until such redemption shall have been
performed or all funds necessary therefor Set Apart for Payment, or (iv) the
Corporation shall have not distributed any dividend or other distribution
distributable to the holders of shares of Series H Preferred Stock pursuant to
the terms of paragraph (c) of Section 2 within five (5) Business Days of the
date such distribution is required by paragraph (c) of Section 2 (a
"Distribution Default"), thereafter and until such distribution shall have been
made, the holders of shares of Series H Preferred Stock shall have the right,
notwithstanding anything to the contrary in the Corporation's Certificate of
Incorporation or By-Laws, voting together as a single class, to elect two
directors. Such right of the holders of Series H Preferred Stock to vote for
the election of directors may be exercised at any annual meeting or at any
special meeting called for such purpose as hereinafter provided or at any
adjournment thereof, or by the written consent, delivered to the Secretary of
the Corporation, of the holders of a majority of all outstanding shares of
Series H Preferred Stock as of the record date of such written consent, until
any Dividend Default, Redemption Default and Distribution Default shall have
been cured, and any covenant violation shall cease to be continuing, at which
time the term of office of the directors so elected shall terminate
automatically. So long as such right to vote continues (and unless such right
has been exercised by written consent of the holders of a majority of the
outstanding shares of Series H Preferred Stock as hereinabove authorized), the
Secretary of the Corporation may call, and upon the written request of the
holders of record of a majority of the outstanding shares of Series H Preferred
Stock addressed to him at the principal office of the Corporation shall call, a
special meeting of the holders of such shares for the election of such directors
as provided herein. Such meeting shall be held within 30 days after
<PAGE>
CUSIP No. 911905 10 7 Page 25 of 39
delivery of such request to the Secretary, at the place and upon the notice
provided by law and in the By-Laws or in the notice of meeting for the holding
of meetings of stockholders. No such special meeting or adjournment thereof
shall be held on a date less than 30 days before an annual meeting of
stockholders or any special meeting in lieu thereof. If at any such annual or
special meeting or any adjournment thereof the holders of a majority of the
then outstanding shares of Series H Preferred Stock entitled to vote in such
election shall be present or represented by proxy, or if the holders of a
majority of the outstanding shares of Series H Preferred Stock shall have acted
by written consent in lieu of a meeting with respect thereto, then the
authorized number of directors shall be increased by two and the holders of the
Series H Preferred Stock shall be entitled to elect such additional directors.
The absence of a quorum of the holders of any other class or series of capital
stock of the Corporation at any such annual or special meeting shall not affect
the exercise by the holders of the Series H Preferred Stock of such voting
rights. Directors so elected shall serve until the next annual meeting or until
their successors shall be elected and shall qualify, unless the term of office
of the persons so elected as directors shall have terminated under the
circumstances set forth in the second sentence of this paragraph (c). In case
of any vacancy occurring among the directors elected by the holders of the
Series H Preferred Stock as a class, the remaining director who shall have been
so elected may appoint a successor to hold office for the unexpired term of the
director whose place shall be vacant. If both directors so elected by the
holders of Series H Preferred Stock as a class shall cease to serve as directors
before their terms shall expire, the holders of the Series H Preferred Stock
then outstanding and entitled to vote for such directors may, by written consent
as hereinabove provided, or at a special meeting of such holders called as
provided above, elect successors to hold office for the unexpired terms of the
directors whose places shall be vacant. After the holders of Series H Preferred
Stock shall have exercised their right to elect directors pursuant to the terms
of this paragraph (c), the authorized number of directors shall not be increased
or decreased, regardless of the terms of any Junior Stock, or decreased,
regardless of the terms of any other stock of the Corporation, except by a class
vote of the holders of Series H Preferred Stock as provided above. The rights of
the holders of Series H Preferred Stock to elect directors pursuant to the terms
of this paragraph (c) shall not be adversely affected by the voting or other
rights applicable to any other security of the Corporation. Notwithstanding
anything to the contrary in this paragraph (c), the directors elected or
appointed pursuant to this paragraph (c) as a result of a Dividend Default shall
not be elected or appointed until they have been approved by the Corporation,
such approval not to be unreasonably withheld or delayed.
(d) Except as provided in this Certificate of Designation of Series H
Senior Cumulative Convertible Preferred Stock (including, without limitation,
the right to vote with the Common Stock on all matters submitted to a vote of
stockholders of the Corporation as set forth in paragraph (a) of this Section 3)
or in the Certificate of Incorporation, or as required by law, the holders of
shares of Series H Preferred Stock shall have no voting rights and their consent
shall not be required for the taking of any corporate action.
Section 4. Certain Restrictions.
--------------------
(a) Whenever (i) a Dividend Default has occurred, thereafter and
until all accrued and unpaid dividends, whether or not declared, shall have been
paid in full or declared and Set Apart for Payment, or (ii) a Distribution
Default has occurred, thereafter and until all dividends or other distributions
dis tributable pursuant to the terms of paragraph (c) of Section 2 shall have
been
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CUSIP No. 911905 10 7 Page 26 of 39
distributed, or (iii) a Redemption Default has occurred, thereafter and until
all mandatory redemption payments shall have been made or all necessary funds
shall have been Set Apart for Payment, the Corporation shall not, nor shall it
permit any of its Subsidiaries to: (A) declare or pay dividends, or make any
other distributions, on any shares of Common Stock or other capital stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series H Preferred Stock, other than dividends or
distributions payable in Junior Stock or in Rights; (B) declare or pay
dividends, or make any other distributions, on any shares of Parity Stock, other
than dividends or distributions payable in Junior Stock or Rights, except
dividends paid ratably on the Series H Preferred Stock and all Parity Stock on
which dividends are payable or in arrears, in proportion to the total amounts to
which the holders of all such shares are then entitled; (C) redeem or purchase
or otherwise acquire for consideration (other than Junior Stock) any shares of
Junior Stock or Parity Stock (other than, with respect to Parity Stock, ratably
with the Series H Preferred Stock); or (D) purchase or otherwise acquire for
consideration any shares of Series H Preferred Stock; provided, however, that
-------- -------
the Corporation may redeem shares of the Series H Preferred Stock pursuant to
Section 5 hereof and may purchase Series H Preferred Stock offered for sale to
the Corporation.
(b) Notwithstanding the foregoing, nothing herein shall prevent the
Corporation from (i) declaring a dividend or distribution of Rights (subject to
compliance with paragraph (c) of Section 2), or issuing Rights in connection
with the issuance of Junior Stock, Parity Stock or the Series H Preferred Stock
or (ii) redeeming Rights at a price not to exceed $.03 per Right.
(c) The Corporation shall not permit any Subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could, pursuant to
paragraph (a) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.
Section 5. Redemption.
----------
(a) On August 7, 1999 (if any shares of Series H Preferred Stock
remain outstanding), the Corporation shall redeem all outstanding shares of
Series H Preferred Stock, by paying therefor in cash $1,000 per share plus all
Accrued Dividends thereon to the date of redemption.
(b) The Corporation shall have no right to redeem any share of Series
H Preferred Stock prior to March 15, 1998.
(c) On and after March 15, 1998, the Corporation shall have the right,
at its sole option and election, to redeem, at any time, all (but not less than
all) of the outstanding shares of Series H Preferred Stock by paying therefor in
cash $1,150 per share plus all Accrued Dividends thereon to the date of
redemption.
(d) In the event there occurs a Change in Control, any holder of
shares of Series H Preferred Stock may require the Corporation to redeem all
(but not less than all) of the shares of Series H Preferred Stock held by such
holder at a price equal to, at the sole option and election of the holder,
either, (i) $1,000 per share, or (ii) an amount per share equal to the Event
Price of the shares of Common Stock into which such share of Series H Preferred
Stock is then convertible, plus, in either case, all Accrued Dividends thereon
to the date of redemption.
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CUSIP No. 911905 10 7 Page 27 of 39
(e) In the event that the Corporation shall redeem, repurchase,
exchange any security or property for, or otherwise acquire for consideration
any shares of Common Stock (excluding any transaction to which clause (b)(iii)
of Section 8 hereof applies) at a price equal to or greater than the Conversion
Price, then, and in each such case, any holder of shares of Series H Preferred
Stock may require the Corporation, at the sole option and election of the
holder, to redeem a number of shares of such holder's Series H Preferred Stock
which does not exceed the product (rounded, upward or downward, to the nearest
whole share) of (A) the percentage (expressed as a decimal) of the Corporation's
Common Stock outstanding immediately prior to the acquisition that the
Corporation acquired through redemption, repurchase, exchange or otherwise,
multiplied by (B) the total number of shares of Series H Preferred Stock held by
such holder, at a price per share equal to the sum of (X) the product of (1) the
number of shares of the Corporation's Common Stock into which a share of the
Series H Preferred Stock is convertible immediately prior to such redemption,
repurchase, exchange or other acquisition, multiplied by (2) the per share price
(or the Fair Market Value in the event of non-cash consideration) paid for a
share of Common Stock in such redemption, repurchase, exchange or other
acquisition, plus (Y) all Accrued Dividends thereon to the date of redemption.
(f)(i) Notice of any redemption of shares of Series H Preferred Stock
pursuant to paragraphs (a), (b) or (c) of this Section 5 shall be given by
publication in a newspaper of general circulation in the Borough of Manhattan
not less than thirty nor more than sixty days prior to the date fixed for
redemption, if the Series H Preferred Stock is listed on any national securities
exchange or traded in the over-the-counter market; and, in any case, a similar
notice shall be mailed not less than thirty, but not more than sixty, days prior
to such date to each holder of shares of Series H Preferred Stock to be
redeemed, at such holder's address as it appears on the transfer books of the
Corporation. In order to facilitate the redemption of shares of Series H
Preferred Stock, the Board of Directors may fix a record date for the
determination of shares of Series H Preferred Stock to be redeemed, not more
than sixty days or less than thirty days prior to the date fixed for such
redemption.
(ii) Until any record holder of shares of Series H Preferred Stock
shall have notified the Corporation in writing that notices of events which,
pursuant to paragraphs (d) or (e) of this Section 5, give the holder or holders
the right to require the Corporation to redeem any of such shares should be
given by the Corporation in accordance with the terms of subparagraph (iii)
below, notice of an event which, pursuant to paragraphs (d) or (e) of this
Section 5 gives the holder or holders the right to require the Corporation to
redeem any of such shares, shall be given by telex or telecopy to the holders of
the Series H Preferred Stock sufficiently in advance of such event that such
holders can, by similar telexed or telecopied notice in advance of the event,
elect to have such shares of Series H Preferred Stock eligible for redemption
and so held redeemed by the Corporation, and if such an election is made the
Corporation shall redeem the number of shares so specified concurrently with the
event. It is the intent of the Corporation in the circumstances described in
the preceding sentence to provide notice and the opportunity for redemption at
the earliest possible time, so that if it is not possible to provide notice in
advance of a specified event, notice shall be given as soon as possible
thereafter so that the holder or holders, if they elect to redeem, will be
entitled to redeem, and the Corporation will effect redemption of the shares
specified, as soon as possible thereafter. Any election by a holder to redeem
pursuant to paragraphs (d) and (e) of this Section 5, specifying the number of
shares to be redeemed, must be made in writing (which may be telexed,
telecopied,
<PAGE>
CUSIP No. 911905 10 7 Page 28 of 39
or otherwise delivered) within the later of (A) fifteen (15) Business Days
following receipt by the holder of the telexed or telecopied notice required by
this subparagraph, or (B) in the event of a tender or exchange offer, the
consummation of such offer, and the redemption date shall be no later than the
day following receipt by the Corporation of such election. Failure of the
Corporation to give any notice required by this subparagraph (ii), or the formal
insufficiency of any such notice, shall not prejudice the rights of any holders
of shares of Series H Preferred Stock to cause the Corporation to redeem any
such shares held by them.
(iii) If any record holder of shares of Series H Preferred Stock
shall have notified the Corporation in writing that notice of redemption
pursuant to paragraphs (d) or (e) of this Section 5 should be given by the
Corporation in accordance with the terms of this subparagraph (iii), rather than
in accordance with the terms of subparagraph (ii) above, then and thereafter, on
the date of an event giving a holder of shares of Series H Preferred Stock the
right, pursuant to paragraphs (d) or (e) of this Section 5, to require the
Corporation to redeem any of such shares, the Corporation shall give notice by
mail to each holder of Series H Preferred Stock, at such holder's address as it
appears on the transfer books of the Corporation, of such event, which notice
shall set forth each holder's right to require the Corporation to redeem any or
all shares of Series H Preferred Stock held by him which are eligible for
redemption pursuant to the terms of paragraphs (d) or (e), the redemption date
(which date shall be twenty (20) days following the date of such mailed notice),
and the procedures to be followed by such holder in exercising his right to
cause such redemption; and, as soon as practical, if the Series H Preferred
Stock is listed on any national securities exchange or traded in the over-the-
counter market, a similar notice shall be given by publication in a newspaper of
general circulation in the Borough of Manhattan. In the event a record holder
of shares of Series H Preferred Stock shall elect to require the Corporation to
redeem any or all such shares of Series H Preferred Stock pursuant to paragraphs
(d) or (e) of this Section 5, such holder shall deliver within twenty (20)
calendar days of the mailing to him of the Corporation's notice described in
this subparagraph (iii), a written notice to the Corporation so stating,
specifying the number of shares to be redeemed pursuant to paragraphs (d) or (e)
of this Section 5. The Corporation shall, in accordance with the terms hereof,
redeem the number of shares so specified on the date fixed for redemption.
Failure of the Corporation to give any notice required by this subparagraph
(iii), or the formal insufficiency of any such notice, shall not prejudice the
rights of any holders of shares of Series H Preferred Stock to cause the
Corporation to redeem any such shares held by them.
(iv) Notice having been given pursuant to paragraph (f) of this
Section 5, from and after the date specified therein as the date of redemption,
unless default shall be made by the Corporation in providing for the payment of
the applicable redemption price, all dividends on the Series H Preferred Stock
thereby called for redemption shall cease to accrue, and from and after the date
of redemption so specified, unless default shall be made by the Corporation as
aforesaid, or from and after the date (prior to the date of redemption so
specified) on which the Corporation shall provide for the payment of the
redemption price by depositing the requisite amount of moneys (and other
property, if applicable) with a bank or trust company doing business in the
Borough of Manhattan, The City of New York, and having a capital and surplus of
at least $50,000,000, provided that the notice of redemption shall state the
--------
intention of the Corporation to deposit such moneys (and other property, if
applicable) on a date in such notice specified, all rights of the holders
thereof as stockholders of the Corporation, except the right to receive the
applicable redemption price (but without interest) and except the
<PAGE>
CUSIP No. 911905 10 7 Page 29 of 39
right to exercise any privileges of conversion, shall cease and terminate. Any
interest allowed on moneys so deposited shall be paid to the Corporation. Any
moneys (and other property, if applicable) so deposited which shall remain
unclaimed by the holders of such Series H Preferred Stock at the end of six
years after the redemption date shall become the property of, and be paid by
such bank or trust company to, the Corporation. If the Corporation shall
default in providing for the redemption price as required pursuant to this
Section 5, interest on such redemption price shall accrue and be added to the
required redemption payments as provided in paragraph (a) of Section 2. Except
for any amounts deposited in payment of Accrued Dividends, in the event that
moneys are deposited pursuant to this paragraph in respect of shares of Series H
Preferred Stock that are converted in accordance with the provisions of Section
8, such moneys shall, upon such conversion revert to the general funds of the
Corporation, and upon demand, such bank or trust company shall pay over to the
Corporation such moneys and shall be relieved of all responsibility to the
holders of such converted shares in respect thereof.
Section 6. Reacquired Shares.
-----------------
Any shares of Series H Preferred Stock converted, redeemed, purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof, and, if necessary
to provide for the lawful redemption or purchase of such shares, the capital
represented by such shares shall be reduced in accordance with the General
Corporation Law of the State of Delaware. All such shares shall upon their
cancellation become authorized but unissued shares of Senior Preferred Stock,
without par value, of the Corporation and may be reissued as part of another
series of Senior Preferred Stock, without par value, of the Corporation subject
to the conditions or restrictions on authorizing or creating any class or
series, or any shares of any class or series, set forth in paragraph (b) of
Section 3.
Section 7. Liquidation, Dissolution or Winding Up.
--------------------------------------
(a) If the Corporation shall adopt a plan of liquidation or of
dissolution, or commence a voluntary case under the Federal bankruptcy laws or
any other applicable state or Federal bankruptcy, insolvency or similar law, or
consent to the entry of an order for relief in any involuntary case under any
such law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Corporation or of any
substantial part of its property, or make an assignment for the benefit of its
creditors, or admit in writing its inability to pay its debts generally as they
become due and on account of such event the Corporation shall liquidate,
dissolve or wind up, or upon any other liquidation, dissolution or winding up of
the Corporation, no distribution shall be made (i) to the holders of shares of
Junior Stock, unless, prior thereto, the holders of shares of Series H Preferred
Stock shall have received $1,000 per share plus all Accrued Dividends thereon to
the date of such payment or (ii) to the holders of shares of Parity Stock,
except distributions made ratably on the Series H Preferred Stock and all such
Parity Stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up of the
Corporation.
(b) Neither the consolidation, merger or other business combination of
the Corporation with or into any other Person or Persons nor the sale, lease,
exchange or conveyance of all or any part of the property, assets or business of
the Corporation to a Person or Persons other than the holders of the
<PAGE>
CUSIP No. 911905 10 7 Page 30 of 39
Corporation's Junior Stock, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for purposes of this Section 7.
Section 8. Conversion.
----------
Each share of Series H Preferred Stock may, at the option of the
holder thereof, be converted into shares of Common Stock, on the terms and
conditions set forth in this Section 8, at any time.
(a) Subject to the provisions for adjustment hereinafter set forth,
each share of Series H Preferred Stock shall be convertible in the manner
hereinafter set forth into 25.8099 fully paid and nonassessable shares of Common
Stock.
(b) The number of shares of Common Stock into which each share of
Series H Preferred Stock is convertible, and the number of votes to which the
holder of a share of Series H Preferred Stock is entitled pursuant to paragraph
(a) of Section 3, shall be subject to adjustment from time to time as follows:
(i) In case the Corporation shall at any time or from time to
time declare a dividend, or make a distribution, on the outstanding shares of
Common Stock in shares of Common Stock or subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares or combine or
reclassify the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then, and in each such case,
(A) the number of shares of Common Stock into which each
share of Series H Preferred Stock is convertible shall be adjusted so that the
holder of each share thereof shall be entitled to receive, upon the conversion
thereof, the number of shares of Common Stock which the holder of a share of
Series H Preferred Stock would have been entitled to receive after the happening
of any of the events described above had such share been converted immediately
prior to the happening of such event or the record date therefor, whichever is
earlier;
(B) the number of votes to which a holder of a share of
Series H Preferred Stock is entitled pursuant to paragraph (a) of Section 3
shall be adjusted so that, after the happening of any of the events described
above, such holder shall be entitled to a number of votes equal to (I) the
number of votes to which such holder was entitled pursuant to paragraph (a) of
Section 3 immediately prior to such happening multiplied by (II) a fraction, the
numerator of which is the number of shares of Common Stock into which one share
of Series H Preferred Stock was convertible immediately after such happening and
the denominator of which is the number of shares of Common Stock into which one
share of Series H Preferred Stock was convertible immediately prior to such
happening; and
(C) an adjustment made pursuant to this clause (i) shall
become effective (I) in the case of any such dividend or distribution, (1)
immediately after the close of business on the record date for the determination
of holders of shares of Common Stock entitled to receive such dividend or
distribution, for purposes of subclause (A), and (2) immediately after the close
of business on the date of payment of such dividend or distribution, for
purposes of subclause (B), or (II) in the case of any such subdivision,
reclassification or combination, at the close of business on the day upon which
such corporate action becomes effective, for purposes of both subclause (A) and
subclause (B).
<PAGE>
CUSIP No. 911905 10 7 Page 31 of 39
(ii) In case the Corporation shall issue shares of Common Stock (or
rights or warrants or other securities convertible into or exchangeable for
shares of Common Stock) at a price per share (or having an exercise or
conversion price per share) less than the Conversion Price as of the date of
issuance of such shares (or of such rights, warrants or other convertible
securities), other than (X) in a transaction to which paragraph (c) of Section 2
or subparagraph (i) of this paragraph (b) is applicable, (Y) pursuant to any
plan providing for the reinvestment of dividends or interest payable on
securities of the Corporation, and the investment of additional option amounts,
in shares of Common Stock, in any such case at a price per share of not less
than 95% of the current market price (determined as provided in such plans) per
share of Common Stock, or pursuant to any employee benefit plan or program of
the Corporation or pursuant to the Rights, or (Z) as consideration for the
acquisition of a business, then, and in each such case,
(A) the number of shares of Common Stock into which each share
of Series H Preferred Stock is convertible shall be adjusted so that the holder
of each share thereof shall be entitled to receive, upon the conversion thereof,
the number of shares of Common Stock determined by multiplying the number of
shares of Common Stock into which such share was convertible on the day
immediately prior to such date of issuance by a fraction, (I) the numerator of
which is the sum of (1) the number of shares of Common Stock outstanding on such
date and (2) the number of additional shares of Common Stock issued (or into
which the convertible securities may convert), and (II) the denominator of which
is the sum of (1) the number of shares of Common Stock outstanding on such date
and (2) the number of shares of Common Stock which the aggregate consideration
receivable by the Corporation for the total number of shares of Common Stock so
issued (or into which the convertible securities may convert) would purchase at
the Conversion Price on such date. For purposes of this subparagraph, the
aggregate consideration receivable by the Corporation in connection with the
issuance of shares of Common Stock or of securities convertible into shares of
Common Stock shall be deemed to be equal to the sum of the net offering price
(after deduction of underwriting discounts or commissions and expenses payable
to third parties) of all such securities plus the minimum aggregate amount, if
any, payable upon conversion of any such convertible securities into shares of
Common Stock;
(B) the number of votes to which a holder of a share of Series H
Preferred Stock is entitled pursuant to paragraph (a) of Section 3 shall be
adjusted so that, after the happening of any of the events described above, such
holder shall be entitled to a number of votes equal to (I) the number of votes
to which such holder was entitled pursuant to paragraph (a) of Section 3
immediately prior to such happening multiplied by (II) a fraction, the numerator
of which is the number of shares of Common Stock into which one share of Series
H Preferred Stock was convertible immediately after such happening and the
denominator of which is the number of shares of Common Stock into which one
share of Series H Preferred Stock was convertible immediately prior to such
happening; and
(C) such adjustment shall become effective immediately after the
date of such issuance for purposes of subclauses (A) and (B).
(iii) In case the Corporation shall be a party to any transaction
(including, without limitation, a merger, consolidation, sale of all or
substantially all of the Corporation's assets, liquidation or recapitalization
of the Common Stock and excluding any transaction to which clause (i) or (ii) of
this paragraph (b) applies) in which the previously outstanding Common Stock
shall be changed into or, pursuant to the operation of law or the terms of the
transaction to
<PAGE>
CUSIP No. 911905 10 7 Page 32 of 39
which the Corporation is a party, exchanged for different securities of the
Corporation or common stock or other securities of another Corporation or
interests in a noncorporate entity or other property (including cash) or any
combination of any of the foregoing, then, as a condition of the consummation of
such transaction, lawful and adequate provision shall be made so that each
holder of shares of Series H Preferred Stock shall be entitled, upon conversion,
to an amount per share equal to (A) the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is changed or exchanged times (B) the
number of shares of Common Stock into which a share of Series H Preferred Stock
is convertible immediately prior to the consummation of such transaction.
(c) In case the Corporation shall be a party to a transaction
described in subparagraph (b)(iii) above resulting in the change or exchange of
the Corporation's Common Stock then, from and after the date of announcement of
the pendency of such subparagraph (b)(iii) transaction until the effective date
thereof, each share of Series H Preferred Stock may be converted, at the option
of the holder thereof, into shares of Common Stock on the terms and conditions
set forth in this Section 8, and if so converted during such period, such holder
shall be entitled to receive such consideration in exchange for such holder's
shares of Common Stock as if such holder had been the holder of such shares of
Common Stock as of the record date for such change or exchange of the Common
Stock.
(d) The Board of Directors may increase the number of shares of
Common Stock into which each share of Series H Preferred Stock may be converted,
in addition to the adjustments required by this Section 8, as shall be
determined by it (as evidenced by a resolution of the Board of Directors) to be
advisable in order to avoid or diminish any income deemed, for federal income
tax purposes, to be received by any holder of shares of Common Stock or Series H
Preferred Stock resulting from any events or occurrences giving rise to
adjustments pursuant to this Section 8 or from any other similar event.
(e) The holder of any shares of Series H Preferred Stock may exercise
his right to convert such shares into shares of Common Stock by surrendering for
such purpose to the Corporation, at its principal office or at such other office
or agency maintained by the Corporation for that purpose, a certificate or
certificates representing the shares of Series H Preferred Stock to be converted
accompanied by a written notice stating that such holder elects to convert all
or a specified whole number of such shares in accordance with the provisions of
this Section 8 and specifying the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued. In case
such notice shall specify a name or names other than that of such holder, such
notice shall be accompanied by payment of all transfer taxes payable upon the
issuance of shares of Common Stock in such name or names. Other than such
taxes, the Corporation will pay any and all issue and other taxes (other than
taxes based on income) that may be payable in respect of any issue or delivery
of shares of Common Stock on conversion of Series H Preferred Stock pursuant
hereto. As promptly as practicable, and in any event within three Business Days
after the surrender of such certificate or certificates and the receipt of such
notice relating thereto and, if applicable, payment of all transfer taxes (or
the demonstration to the satisfaction of the Corporation that such taxes have
been paid), the Corporation shall deliver or cause to be delivered (i)
certificates representing the number of validly issued, fully paid and
nonassessable full shares of Common Stock to which the holder of shares of
Series H Preferred Stock so converted shall be entitled and (ii) if less than
the full number of shares of Series H Preferred Stock evidenced by the
<PAGE>
CUSIP No. 911905 10 7 Page 33 of 39
surrendered certificate or certificates are being converted, a new certificate
or certificates, of like tenor, for the number of shares evidenced by such
surrendered certificate or certificates less the number of shares converted.
Such conversion shall be deemed to have been made at the close of business on
the date of giving of such notice and of such surrender of the certificate or
certificates representing the shares of Series H Preferred Stock to be converted
so that the rights of the holder thereof as to the shares being converted shall
cease except for the right to receive shares of Common Stock and Accrued
Dividends in accordance herewith, and the person entitled to receive the shares
of Common Stock shall be treated for all purposes as having become the record
holder of such shares of Common Stock at such time. The Corporation shall not
be required to convert, and no surrender of shares of Series H Preferred Stock
shall be effective for that purpose, while the transfer books of the Corporation
for the Common Stock are closed for any purpose (but not for any period in
excess of 15 calendar days); but the surrender of shares of Series H Preferred
Stock for conversion during any period while such books are so closed shall
become effective for conversion immediately upon the reopening of such books, as
if the conversion had been made on the date such shares of Series H Preferred
Stock were surrendered, and at the conversion rate in effect at the date of such
surrender.
(f) Shares of Series H Preferred Stock may be converted at any time
up to the close of business on the second Business Day preceding the date fixed
for redemption of such shares pursuant to Section 5 hereof.
(g) Upon conversion of any shares of Series H Preferred Stock, the
holder thereof shall be entitled to receive any Accrued Dividends in respect of
the shares so converted to the date of conversion.
(h) In connection with the conversion of any shares of Series H
Preferred Stock, no fractions of shares of Common Stock shall be issued, but in
lieu thereof the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to such fractional interest multiplied by
the Current Market Price per share of Common Stock on the day on which such
shares of Series H Preferred Stock are deemed to have been converted.
(i) The Corporation shall at all times reserve and keep available out
of its authorized and unissued Common Stock, solely for the purpose of affecting
the conversion of the Series H Preferred Stock, such number of shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
then outstanding shares of Series H Preferred Stock. The Corporation shall from
time to time, subject to and in accordance with the General Corporation Law of
the State of Delaware, increase the authorized amount of Common Stock if at any
time the number of authorized shares of Common Stock remaining unissued shall
not be sufficient to permit the conversion at such time of all then outstanding
shares of Series H Preferred Stock.
(j) In computing the adjustment which a holder of Series H Preferred
Stock shall receive pursuant to paragraph (b) of this Section, the fact that
shares of Series H Preferred Stock may not be presently convertible shall be
ignored and such computation shall be made as if such shares were presently
convertible.
(k) Notwithstanding anything else contained herein, if adjustments
in the number of shares of Common Stock into which each share of Series H
Preferred Stock is convertible have caused the Conversion Price to be lower than
the
<PAGE>
CUSIP No. 911905 10 7 Page 34 of 39
par value, if any, of the Common Stock, upon any conversion of shares of Series
H Preferred Stock the Corporation shall, to the maximum extent it is legally
able to do so, issue to the converting holder the shares of Common Stock into
which the shares of Series H Preferred Stock being converted are convertible,
and, in addition, the Corporation shall pay the converting holder an amount in
cash equal to the Current Market Price of the Common Stock multiplied by the
number of shares and fractions thereof of Common Stock which the converting
holder would have been entitled to receive except for the limitation on lawful
issuance described in this paragraph.
Section 9. Reports as to Adjustments.
-------------------------
Whenever the number of shares of Common Stock into which each share of
Series H Preferred Stock is convertible (or the number of votes to which each
share of Series H Preferred Stock is entitled) is adjusted as provided in
Section 8 hereof, the Corporation shall promptly mail to the holders of record
of the outstanding shares of Series H Preferred Stock at their respective
addresses as the same shall appear in the Corporation's stock records a notice
stating that the number of shares of Common Stock into which the shares of
Series H Preferred Stock are convertible has been adjusted and setting forth the
new number of shares of Common Stock (or describing the new stock, securities,
cash or other property) into which each share of Series H Preferred Stock is
convertible (and the new number of votes to which each share of Series H
Preferred Stock is entitled), as a result of such adjustment, a brief statement
of the facts requiring such adjustment and the computation thereof, and when
such adjustment became effective.
Section 10. Certain Covenants.
-----------------
(a) The Corporation shall not, without the prior written consent of
the holders of two-thirds of the outstanding shares of Series H Preferred Stock,
redeem or repurchase or otherwise acquire for consideration, or permit any of
its Subsidiaries to redeem, repurchase or otherwise acquire for consideration,
any shares of Common Stock at a price per share of Common Stock less than the
Conversion Price, unless the Board of Directors of the Corporation determines in
good faith that the shares of Common Stock remaining issued and outstanding upon
consummation of such redemption, repurchase or other acquisition will have an
Aggregate Market Value, immediately following consummation of such transaction,
greater than $1,500,000,000; provided, however, that nothing in this paragraph
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shall prohibit the Corporation or any of its Subsidiaries from redeeming,
repurchasing or otherwise acquiring for consideration (i) up to 15,000,000
shares of Common Stock (such number of shares to be subject to adjustment, using
the method described in Section 8(b)(i)(B) hereof, in the event the Common Stock
shall be subdivided or reclassified into a greater number of shares or combined
or reclassified into a smaller number of shares) or (ii) any shares of Common
Stock offered for sale to the Corporation; and provided further that the
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provisions of this paragraph (a) shall in no event apply at any time after (A)
the tender into a tender offer or exchange offer that has not occasioned a
Change of Control or Prospective Change of Control of more than one-third (1/3)
of the Series H Preferred Stock or (B) the sale, during a tender offer or
exchange offer that has not occasioned a Change of Control or Prospective Change
of Control, of more than one-third (1/3) of the Series H Preferred Stock or (C)
the sale, during a tender offer or exchange offer that has not occasioned a
Change of Control or Prospective Change of Control, of an amount of the Series H
Preferred Stock that, when added to that amount of the Series H Preferred Stock
tendered into such tender offer or exchange offer, is more than one-third (1/3)
of the Series H Preferred Stock (provided that the exception set forth in this
proviso shall not
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CUSIP No. 911905 10 7 Page 35 of 39
apply unless the Corporation would have the right, pursuant to and in accordance
with the terms of that certain agreement referred to in the first proviso to
this paragraph (a), to purchase the shares of Series H Preferred Stock tendered
into such offer prior to their sale pursuant to such offer or purchase the
shares of Series H Preferred Stock sold during the pendency of such offer prior
to their sale).
(b) INTENTIONALLY OMITTED
(c) The Corporation shall, within three (3) Business Days following
public announcement of a tender or exchange offer by any Person for securities
representing fifty percent (50%) or more of the combined voting power of the
then outstanding Voting Stock of the Corporation, which tender or exchange offer
was not approved by the Board of Directors of the Corporation in advance of such
public announcement, advise the holders of shares of Series H Preferred Stock as
to whether or not the Corporation has sufficient capital and surplus (as
determined in accordance with the terms of the General Corporation Law of the
State of Delaware) to permit the Corporation to redeem the issued and
outstanding shares of Series H Preferred Stock in accordance with the terms of
paragraphs (d) and (e) of Section 5. Such notice shall be given by mail (and,
if the outstanding shares of Series H Preferred Stock are owned by one
corporation, or by one group of corporations under common corporate control, by
telex or telecopy) to each holder of Series H Preferred Stock, at such holder's
address as it appears on the transfer books of the Corporation, and, as soon as
practical, if the Series H Preferred Stock is listed on any national securities
exchange or traded in the over-the-counter market, a similar notice shall be
given by publication in a newspaper of general circulation in the Borough of
Manhattan.
(d) Any holder of Series H Preferred Stock may proceed to protect and
enforce its rights and the rights of such holders by any available remedy by
proceeding at law or in equity to protect and enforce any such rights, whether
for the specific enforcement of any provision of this Certificate of Designation
or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy.
Section 11. Definitions.
-----------
For the purposes of the Certificate of Designation of Series H Senior
Cumulative Convertible Preferred Stock which embodies this resolution:
"Accrued Dividends" to a particular date (the "Applicable Date") means
(i) all unpaid dividends payable pursuant to paragraph (a) of Section 2, whether
or not declared, accrued to the Applicable Date, plus (ii) all dividends or
distributions payable pursuant to paragraph (c) of Section 2 for which the
Triggering Distribution was declared, ordered, paid or made on or prior to the
Applicable Date.
"Aggregate Market Value" of the issued and outstanding shares of
Common Stock on any date shall be determined by multiplying the Closing Price on
such date by the number of shares of Common Stock that are issued and
outstanding on such date.
"Average Market Price" per share of Common Stock on any date shall be
deemed to be the weighted average of the Closing Prices per share of Common
Stock on the ten (10) Trading Days immediately preceding such date, determined
by (i) multiplying each Closing Price during such ten (10) day period by the
number of shares of Common Stock traded that day, (ii) adding the product of the
foregoing
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CUSIP No. 911905 10 7 Page 36 of 39
multiplications, and (iii) dividing the sum by the total number of shares of
Common Stock traded during that ten (10) day period.
"Business Day" means any day other than a Saturday, Sunday, or a day
an which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
"Change in Control" shall mean any of the following:
(a) the acquisition by any Person, other than the Corporation, or any
of its Subsidiaries, any employee benefit plan or related trust of the
Corporation or any of its Subsidiaries, or Berkshire Hathaway Inc. or any of its
Subsidiaries or affiliates (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (an "Acquiring Person"),
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of fifty percent (50%) or more of the combined voting power of the
then outstanding Voting Stock of the Corporation entitled to vote generally in
the election of directors; or
(b) the public announcement of a tender or exchange offer by any
Acquiring Person for fifty percent (50%) or more of the outstanding voting
securities of the Corporation, which was not approved by the Board of Directors
in advance of such public announcement, provided, however, that such
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announcement shall not constitute a Change in Control as long as (i) the Board
of Directors of the Corporation opposes such offer in its Schedule 14D-9
statements and (ii) the Corporation has sufficient capital and surplus (as
determined in accordance with the terms of the General Corporation Law of the
State of Delaware) to permit the Corporation to redeem the issued and
outstanding shares of Series H Preferred Stock in accordance with the terms of
paragraph (d) of Section 5. A Change in Control shall be deemed to have occurred
at any time a tender or exchange offer, not approved by the Board of Directors
of the Corporation in advance of its public announcement, for fifty percent
(50%) or more of the outstanding voting securities of the Corporation is
pending, if (i) the Board of Directors of the Corporation in its Schedule 14D-9
statements (A) approves or (B) fails to oppose, such tender or exchange offer,
or (ii) the Corporation does not possess sufficient capital and surplus (as
determined in accordance with the terms of the Delaware General Corporation Law)
to permit the Corporation to redeem the issued and outstanding shares of Series
H Preferred Stock in accordance with the terms of paragraph (d) of Section 5, or
(iii) either the chief executive officer or a majority of the Board of Directors
gives notice to the holders of Series H Preferred Stock that consummation of
such tender or exchange offer is likely; or
(c) individuals who, as of August 15, 1997, constitute the Board of
Directors of the Corporation (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board; provided that any individual
becoming a director subsequent to August 15, 1997, whose election, or nomination
for election by the Corporation's stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent Board, any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Corporation (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) and further excluding any person who is an affiliate or associate (as those
terms are defined in the General Rules and Regulations under the Exchange Act)
of an Acquiring Person having or proposing to
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CUSIP No. 911905 10 7 Page 37 of 39
acquire beneficial ownership of 10% or more of the continued voting power of the
then outstanding voting securities of the Corporation entitled to vote generally
in the election of directors; or
(d) the sale or other disposition of all or substantially all the
assets of the Corporation in one transaction or series of related transactions.
"Closing Price" per share of Common Stock on any date shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Common Stock is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if the Common
Stock is not listed or admitted to trading on any national securities exchange,
the last quoted sale price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ")
or such other system then in use, or, if on any such date the Common Stock is
not quoted by any such organization, the average of the Closing bid and asked
prices as furnished by a professional market maker making a market in the Common
Stock selected by the Board of Directors. If the Common Stock is not publicly
held or so listed or publicly traded, "Closing Price" shall mean the Fair Market
Value per share as determined in good faith by the Board of Directors of the
Corporation.
"Conversion Price" shall be an amount equal to $1,000 divided by the
number of shares of Common Stock into which one share of Series H Preferred
Stock is convertible at such time (or would be convertible if the Series H
Preferred Stock were then convertible).
"Current Market Price" per share of Common Stock on any date shall be
deemed to be the Closing Price per share of Common Stock on the Trading Day
immediately prior to such date.
"Event Price" shall mean any of the following, as applicable:
(a) the weighted average price per share of Common Stock paid by any
Person (or affiliate or associate (as such terms are defined in Rule 12b-2 under
the Exchange Act) of such Person) whose acquisition of shares of stock of the
Corporation triggered a Change in Control during the sixty (60) day period
preceding the Change in Control, in the event of a Change in Control described
in paragraph (a) of the definition of Change in Control (unless such Change in
Control was occasioned by the purchase of shares of the Corporation's Voting
Stock in a tender offer or exchange offer, in which case the Event Price shall
be determined by reference to subparagraph (b) below); or
(b) the highest price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid, offered to be paid or agreed to be
paid by any Person (or affiliate or associate (as such terms are defined in Rule
12b-2 under the Exchange Act) of such Person) for a share of Common Stock in a
tender or exchange offer in the event of (i) a Change in Control described in
paragraph (a) of the definition of Change in Control occasioned by the purchase
of shares of the Corporation's Voting Stock in a tender offer or exchange offer
or (ii)
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CUSIP No. 911905 10 7 Page 38 of 39
a Change in Control described in paragraph (b) of the definition of Change in
Control. The fair market value of any non-cash consideration paid, offered to
be paid or agreed to be paid by such Person for such shares shall be determined
in good faith by the Board of Directors of the Corporation; provided, however,
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that the fair market value of any such non-cash consideration shall not be
deemed to be less than the value assigned to such consideration by any
investment banking firm retained to advise the Corporation, the Board of
Directors, or any committee of its Board of Directors prior to the consummation
of the Change in Control; or
(c) the Average Market Price per share of Common Stock, in the event
of a Change in Control described in paragraphs (c) or (d) of the definition of
Change in Control, computed as of the date of such Change in Control.
"Fair Market Value" means an amount determined in good faith by the
Board of Directors of the Corporation in reliance upon an opinion of a
nationally recognized investment banking firm and certified in a resolution sent
to all holders of shares of Series H Preferred Stock.
"Junior Stock" means any stock of the Corporation ranking junior to
the Series H Preferred Stock with respect to the payment of dividends and the
distribution of assets, whether upon liquidation or otherwise.
"Merger Event" shall mean the approval by the stockholders of the
Corporation of a reorganization, merger or consolidation, in each case, with
respect to which all or substantially all the individuals and entities who were
the respective beneficial owners of the voting securities of the Corporation
immediately prior to such reorganization, merger or consolidation do not,
following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than fifty percent (50%) of the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors of the corporation resulting from such reorganization,
merger or consolidation.
"Person" shall mean any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity. A Person, together with such Person's
Affiliates and Associates (as these terms are defined in Rule 12b-2 under the
Exchange Act), and any Persons acting as a partnership, limited partnership,
joint venture, association, syndicate or other group (whether or not formally
organized), or otherwise acting jointly or in concert or in a coordinated or
consciously parallel manner (whether or not pursuant to any express agreement),
for the purpose of acquiring, holding, voting or disposing of securities of the
Corporation with such Person, shall be deemed a single "Person".
"Prospective Change in Control" shall mean the public announcement of
a tender or exchange offer by any person for fifty percent (50%) or more of the
Combined voting power of the then outstanding Voting Stock of the Corporation,
which tender or exchange offer was approved by the Board of Directors of the
Corporation in advance of such public announcement.
"Redemption Threshold" shall be an amount equal to the Conversion
Price at such time multiplied by 125%.
"Rights" shall mean any rights to purchase Junior Stock issued
pursuant to any Rights Agreement.
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CUSIP No. 911905 10 7 Page 39 of 39
"Rights Agreement" shall mean any rights agreement that may hereafter
be adopted by the Corporation similar to the Rights Agreement dated as of June
29, 1989 between the Corporation and The Chase Manhattan Bank, N.A., as amended
and restated (the "1989 Rights Agreement"), as it may be amended from time to
time consistent with the limitations on amendment of the 1989 Rights Agreement
set forth in Section (4) of that certain letter agreement dated August 7, 1989
pursuant to which the Corporation's Series A Preferred Stock was initially
issued.
"Set Apart for Payment" shall mean the Corporation shall have
deposited with a bank or trust company doing business in the Borough of
Manhattan, the City of New York, and having a capital and surplus of at least
$50,000,000, in trust for the exclusive benefit of the holders of shares of
Series H Preferred Stock, funds sufficient to satisfy the Corporation's payment
obligation.
"Subsidiary" of any Person means any corporation or other entity of
which a majority of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by such Person.
"Trading Day" means a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, any day other than a Saturday,
Sunday, or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.
"Voting Stock" means the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors.
Section 12. Rank.
----
The Series H Preferred Stock shall rank, with respect to voting
powers, preferences and relative, participating, optional and other special
rights of the shares of such series and the qualifications, limitations and
restrictions thereof, including, without limitation, with respect to the payment
of dividends and the distribution of assets, whether upon liquidation or
otherwise, (i) equally with respect to all shares of Senior Preferred Stock or
Preferred Stock described in the proviso to subparagraph (b)(ii) of Section 3,
(ii) prior to all shares of the $437.50 Series B Cumulative Convertible
Preferred Stock, without par value, of the Corporation and to all shares of the
Common Stock, and (iii) prior to all shares of any other class or series of
Senior Preferred Stock or Preferred Stock of the Corporation, unless such
other class or series by its terms ranks equally with or senior to the Series H
Preferred Stock.
IN WITNESS WHEREOF, the Corporation has caused this Corrected
Certificate of Designation of Series H Senior Cumulative Convertible Preferred
Stock to be duly executed in its name this 22nd day of August, 1997.
US AIRWAYS GROUP, INC.
By: /s/ John W. Harper
--------------------------
John W. Harper
Senior Vice President
