SCHEDULE 13D
Amendment No.
US Air Group Incorporated
Common Stock
Cusip # 911905107
Filing Fee: No
Cusip # 911905107
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 894,816
Item 8: None
Item 9: 5,705,868
Item 10: None
Item 11: 5,705,868
Item 13: 9.02%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.00
par value (the "Shares") of US Air Group Incorporated, a Delaware
corporation (the "Company"). The principal executive offices of
the Company are located at 2345 Crystal Drive, Arlington, VA
22227.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, serves as trustee
or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser
to certain other funds which are generally offered to limited
groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in
investment management, venture capital asset management,
securities brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity, and
FMTC are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR, and Mr. Johnson 3d is
the Chairman of FMR. The Johnson family group and all other
Class B shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Comany Act
of 1940, to form a controlling group with respect to FMR. The
business address and principal occupation of Mr. Johnson 3d is
set forth in Schedule A hereto.
The Shares to which this statement relates are owned
directly by ten of the Fidelity Funds, and twelve of the
Accounts.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased in
the aggregate 14,481,975 Shares for cash in the amount of
approximately $188,727,004, including brokerage commissions.
Except as described below, the Fidelity Funds used their own
assets in making such purchase and no part of the purchase price
is represented by borrowed funds. Of the 499 Shares of common
stock owned by one Fidelity Fund as of December 26, 1995, 499
Shares were purchased on margin pursuant to a typical customer
margin agreement with Bear, Stearns & Co. Proceeds from
9,673,900 Shares sold aggregated approximately $124,876,212. The
attached Schedule B sets forth Shares purchased and/or sold since
October 28, 1995.
The Accounts of FMTC which own or owned Shares purchased in
the aggregate 2,917,820 Shares for cash in the amount of
approximately $45,757,625, including brokerage commissions.
Except as described below, the Accounts used their own assets in
making such purchase and no part of the purchase price is
represented by borrowed funds. Of the 110,483 Shares of common
stock owned by one Account as of December 26, 1995, 110,483
Shares were puchased on margin pursuant to a typical customer
margin agreement with Goldman Sachs & Co. In addition, of the
230,010 Shares of common stock owned by another Account as of
such date, 230,010 Shares were purchased on margin pursuant to a
typical margin agreement with Goldman Sachs & Co. Proceeds from
2,023,503 Shares sold aggregated approximately $26,374,789. The
attached Schedule B sets forth Shares purchased and/or sold since
October 28, 1995.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares is to acquire an equity
interest in the Company in pursuit of specified investment
objectives established by the Board of Trustees of the Fidelity
Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have the
Fidelity Funds and the Accounts purchase Shares subject to a
number of factors, including, among others, the availability of
Shares of sale at what they consider to be reasonable prices and
other investment opportunities that may be available to the
Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations of
the business prospects of the Company and upon other
developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the
Company by acquiring additional Shares, or by disposing of all or
a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal
which relates to or would result in (i) an extraordinary
corporate transaction, such as a merger, reorganization,
liquidation, or sale of transfer of a material amount of assets
involving the Company or any of its subsidiaries, (ii) any change
in the Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization or
dividend policy or any other material change in the Company's
business or corporate structure, (iv) any change in the Company's
charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
FMR, Fidelity, and FMTC, beneficially own all 5,705,868
Shares.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 4,811,551 Shares, or approximately
7.60% of the outstanding Shares of the Company, and through FMTC,
the managing agent for the Accounts, 894,317 Shares, or
approximately 1.41% of the outstanding Shares of the Company.
FMR could also be deemed to beneficially own certain of such
Shares through its ownership of the general partner of certain
private investment funds. The number of Shares held by the
Fidelity Funds includes 141,325 Shares of common stock resulting
from the assumed conversion of 56,700 shares of the $4.375
Convertible Preferred (2.4925 shares of common stock for each
$4.375 Convertible Preferred). The number of Shares held by the
Accounts includes 661,260 Shares of common stock resulting from
the assumed conversion of 265,300 shares of the $4.375
Convertible Preferred described above. Neither FMR, Fidelity,
FMTC, nor any of its affiliates nor, to the best knowledge of
FMR, any of the persons name in Schedule A hereto, beneficially
owns any other Shares. The combined holdings of FMR, Fidelity,
and FMTC, are 5,705,868 Shares, or approximately 9.02% of the
outstanding Shares of the Company.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 4,811,052 Shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees. FMR, through its control of Fidelity,
investment advisor to Fidelity Copernicus Fund, L.P.
("Copernicus") a private investment limited partnership, and
Copernicus each has the sole power to vote or direct the voting
of 499 Shares owned directly by Copernicus. FMR, through its
control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 894,317 Shares and
sole power to vote or to direct the voting of 894,317 Shares, and
no power to vote or to direct the voting of 0 Shares owned by the
Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than the margin agreements described in Item 3 above
and except as described in the following paragraph, neither FMR
nor any of its affiliates nor, to the best knowledge of FMR, any
of the persons named in Schedule A hereto has any joint venture,
finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securitites.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
FMR Corp.
DATE: January 3, 1996 By: /s/Arthur
Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. -
Chief Financial Chief Financial
Officer Officer
SCHEDULE B
US Air Group Incorporated
Seven Fidelity Fund(s) purchased shares of common stock since
October 28, 1995 at the dates and at the prices set forth below.
The transactions were made for cash in open market transactions
or with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
11-02-95 10,000 $14.13
11-06-95 10,000 14.95
11-07-95 50,000 14.94
11-09-95 20,000 15.63
11-10-95 35,000 15.07
11-13-95 10,000 15.49
11-15-95 10,000 10.75
11-20-95 500,000 11.92
11-21-95 210,000 11.84
11-22-95 203,100 12.10
11-24-95 53,100 12.38
11-27-95 199,800 12.57
11-28-95 286,600 12.56
11-29-95 603,200 12.93
11-30-95 236,500 13.24
12-01-95 262,500 13.45
12-04-95 25,000 13.13
12-11-95 51,900 12.71
12-12-95 179,800 12.58
12-19-95 672,200 12.72
12-20-95 275,800 13.36
12-21-95 275,000 13.47
12-22-95 274,900 13.33
12-26-95 166,300 13.50
SCHEDULE B
US Air Group Incorporated
Two Fidelity Fund(s) sold shares of common stock since October
28, 1995 at the dates and at the prices set forth below. The
transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
10-31-95 15,000 $14.00
11-09-95 50,000 15.75
11-14-95 42,000 12.05
11-14-95 5,300 12.75
11-15-95 21,000 11.50
11-30-95 25,000 13.11
12-01-95 20,000 13.25
12-08-95 20,000 12.25
12-20-95 4,000 13.75
12-26-95 60,000 13.48
SCHEDULE B
US Air Group Incorporated
Eleven Account(s) purchased shares of common stock since October
28, 1995 at the dates and at the prices set forth below. The
transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
11-01-95 14,700 $13.88
11-03-95 16,800 14.84
11-07-95 133,000 15.02
11-08-95 59,700 15.63
11-09-95 81,500 15.68
11-10-95 35,000 15.07
11-13-95 42,100 15.43
11-14-95 22,800 11.82
11-15-95 10,000 10.75
11-17-95 41,200 11.28
11-21-95 100 11.75
11-22-95 70,400 12.10
11-27-95 200 12.57
11-28-95 200 12.56
11-29-95 1,600 12.93
11-30-95 18,700 12.96
12-01-95 3,200 13.50
12-04-95 7,300 13.13
12-06-95 40,000 12.06
12-11-95 8,600 12.63
12-19-95 5,800 12.59
12-20-95 6,700 13.63
12-22-95 5,200 13.33
12-26-95 6,800 13.52
SCHEDULE B
US Air Group Incorporated
Four Account(s) sold shares of common stock since October 28,
1995 at the dates and at the prices set forth below. The
transactions were made for cash in open market transactions or
with other investment companies with the same or an affiliated
investment advisor.
DATE SHARES PRICE
10-30-95 11,600 $13.88
11-02-95 33,400 14.00
11-03-95 42,800 14.75
11-06-95 109,400 15.13
11-14-95 99,200 12.40
11-15-95 197,700 10.67
11-16-95 113,800 11.08
12-01-95 21,500 13.25
12-05-95 10,100 12.82
12-06-95 26,000 11.88
12-13-95 13,700 12.30
12-15-95 5,900 12.13
12-21-95 36,400 13.38
12-22-95 24,700 13.38
12-26-95 32,000 13.50
SCHEDULE B
US Air Group Incorporated
Two Fidelity Fund(s) purchased shares of the $4.375 Convertible
Preferred since October 28, 1995 at the dates and at the prices
set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
11-16-95 50,000 $35.50
11-20-95 200 37.00
11-21-95 6,500 37.50
SCHEDULE B
US Air Group Incorporated
Three Account(s) purchased shares of the $4.375 Convertible
Preferred since October 28, 1995 at the dates and at the prices
set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
11-21-95 3,800 $37.50
11-22-95 14,500 37.94
11-30-95 5,000 39.75
12-06-95 20,000 38.28
SCHEDULE B
US Air Group Incorporated
Three Account(s) sold shares of the $4.375 Convertible Preferred
since October 28, 1995 at the dates and at the prices set forth
below. The transactions were made for cash in open market
transactions or with other investment companies with the same or
an affiliated investment advisor.
DATE SHARES PRICE
10-30-95 5,000 $41.25
11-03-95 20,000 43.38
11-08-95 12,500 46.25
