<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1991
Registration Statement NO. 33--44835
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1 TO THE
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
USAir Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 54-1194634
(State of incorporation) (I.R.S. Employer
Identification No.)
2345 Crystal Drive
Arlington, Virginia 22227
(703) 418-5306
(Address of Principal Executive Offices)
USAir, Inc. 401(k) Savings Plan
Supplemental Retirement Plan of Piedmont Aviation, Inc.
USAir, Inc. Employee Savings Plan
(Full title of the plans)
----------
Mr. James T. Lloyd
Executive Vice President and General Counsel
2345 Crystal Drive
Arlington, Virginia 22227
(703) 418-5210
(Name, address and telephone number of agent for service)
Calculation of Registration Fee
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per share 5,000,000 shs. $10.375 $51,875,000 $16,211 (4)
- --------------------------------------------------------------------------------
Preferred Share
Purchase Rights(3) (3) (3) (3) $100 (4)
================================================================================
</TABLE>
(1) Plus such indeterminate number of additional shares as may become issuable
under the Plan through the operation of applicable antidilution provisions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, based upon the average of
the high and low prices ($10.375 per share) of such stock as reported on the
New York Stock Exchange Composite Tape on December 20, 1991.
(3) Each share of Common Stock offered pursuant to this registration statement
will include one Preferred Share Purchase Right, no par value. Any value
attributable to the Preferred Share Purchase Rights is reflected in the price
of the Common Stock. The registration fee of $100 is the minimum fee
prescribed by Section 6(b) of the Securities Act of 1933.
(4) The total registration fee of $16,311 was previously paid upon the initial
filing of this registration statement on December 30, 1991.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
------------------------------------------------------------
Item 3. Incorporation of Documents by Reference
The Annual Report on Form 10-K for the year ended December 31, 1992 as
amended by the Form 8 Amendment thereto dated April 2, 1993, the Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993, and the Current Reports on Form 8-K filed on January 28,
1993,as amended, April 20, 1993, April 26, 1993, June 18, 1993, July 1, 1993,
July 2, 1993, as amended, September 23, 1993, January 19, 1994 and January 25,
1994 filed by USAir Group (the "Company" or "USAir Group") with the Commission
are incorporated in the registration statement by reference. All documents
filed by USAir Group pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Act of 1934 (the "1934 Act") prior to the filing of a post-effective
amendment which indicates that all of the Common Stock offered hereby has been
sold or which deregisters all such Common Stock then remaining unsold shall be
deemed to be incorporated by reference and to be a part of the registration
statement from the date(s) of filing of such documents.
Item 4. Not Applicable
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby has been passed upon for
the Company by Mr. James T. Lloyd, who is Executive Vice President, General
Counsel and Secretary of the Company. Mr. Lloyd owns 27,500 shares of Common
Stock (5,000 of which are subject to certain restrictions on disposition) and
holds options to purchase 163,992 shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
provides that a corporation may indemnify directors and officers as well as
other employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been adjudged to be liable to the corporation. The statute provides that it
is not exclusive of other indemnification that may be granted by a corporation's
by-laws, disinterested directors' vote, stockholder vote, agreement or
otherwise.
II-1
<PAGE>
Article Eighth of USAir Group's Restated Certificate of Incorporation,
as amended, provides that, to the fullest extent permitted by law, no director
of USAir Group shall be personally liable to USAir Group or its stockholders for
monetary damages for the breach of any fiduciary duty. Article VI of USAir
Group's By-Laws provides that USAir Group shall indemnify its respective
directors, officers and employees, and shall have the power to indemnify its
respective directors, officers and employees, and shall have the power to
indemnify its other respective agents, to the full extent permitted by the
Delaware GCL, as amended from time to time.
USAir Group and its directors have entered into indemnity agreements for
certain liabilities of such directors. In summary, such indemnity agreements
provide that USAir Group will indemnify its directors against all expenses of
investigations, judicial or administrative proceedings or appeals, whether
threatened, pending or completed, amounts paid in settlement, attorneys' fees,
judgments and fines actually and reasonably incurred in defense or settlement of
a civil, criminal or administrative proceeding if such director acted in good
faith in a manner which he believed to be in or not opposed to the best
interests of USAir Group. In addition, if the director is involved in a criminal
proceeding as a result of his service to USAir Group, he will be indemnified if
he had no reasonable cause to believe that his conduct was unlawful. A
settlement or judgment or plea of nolo contendere shall not, of itself, mean
that the director is not entitled to be indemnified. USAir Group will indemnify
directors against all expenses of any actions or suits by or in the right of
USAir Group, whether threatened, pending or completed, amounts paid in
settlement and attorneys' fees (but not judgments, fines or penalties), actually
and reasonably incurred in defense or settlement of such a proceeding if the
director acted in good faith in a manner which he believed to be in or not
opposed to the best interests of USAir Group. USAir Group will not indemnify
any expenses of a director found to be liable to USAir Group, for negligence or
misconduct in the performance of his duty to USAir Group, unless a court decides
the director is reasonably entitled to indemnity. USAir Group will promptly
indemnify any director unless it is determined by a majority of disinterested
directors or by independent counsel that the person's actions did not meet the
applicable standards for indemnification. If such disinterested directors or
counsel determine that the required standard of conduct has not been met, the
directors seeking indemnification may petition a court for an independent
determination. In such court action, USAir Group will have the burden of
proving that the indemnification would not be proper. Neither the failure of
such directors or counsel to make such a determination nor an actual
determination that the director failed to meet the applicable standard of
conduct will be a defense to such action or create a presumption that the
director did not meet the applicable standard of conduct. Under certain
circumstances, USAir Group may elect to assume the defense of a third party
proceeding against such director with counsel satisfactory to such director. In
such an event USAir Group will not be liable to the director for any expenses
subsequently incurred by such director
II-2
<PAGE>
or officer to defend the action, except under certain conditions. USAir Group
will advance to any director the expenses incurred in defending a proceeding if
the director undertakes to repay any amount advanced in the event it is
determined he is not entitled to indemnification. If the director is not
entitled to indemnification of all expenses, but is entitled to indemnification
of some expenses, he may be indemnified for a portion of expenses to which he is
entitled under the indemnity agreement. Under the agreements, USAir Group is
not obligated to indemnify a director for any of the following claims or
expenses: (i) claims or expenses incurred to initiate any action or proceeding,
except to enforce the terms of the agreement, (ii) claims or expenses paid by
insurance, (iii) claims for an accounting of profits pursuant to Section 16(b)
of the 1934 Act or similar laws, (iv) claims resulting from conduct adjudged to
have been willful misconduct, knowingly fraudulent or deliberately dishonest, or
(v) any payments prohibited by a court of competent jurisdiction. The
enforceability of the provisions of the indemnity agreements has not been tested
in court and remains subject to public policy considerations. The foregoing
summary of the indemnity agreements does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the form of such
indemnity agreement which is incorporated herein by reference to Exhibit C to
USAir Group's definitive Proxy Statement dated April 15, 1987.
USAir Group maintains standard directors and officers liability
insurance covering, subject to any limitations set forth in the policy, certain
liabilities incurred by directors and officers in connection with the
performance of their duties.
Item 7. Not Applicable
Item 8. Exhibits
4.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form 8-B filed on January 27, 1983),
including the Certificate of Amendment dated May 13, 1987
(incorporated herein by reference to Exhibit 3.1 to the Company's
and USAir's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 1987), the Certificate of Increase dated June 30, 1987
(incorporated herein by reference to Exhibit 3 to the Company's
and USAir's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1897), the Certificate of Increase dated October 16,
1987 (incorporated herein by reference to Exhibit 3.1 to the
Company's and USAir's Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1987), the Certificate of Increase
dated August 7, 1989 (incorporated herein by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the Quarter
ended December 31, 1989), the Certificates of Increase dated
April 9, 1992 and January 21, 1993 (both incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form
10-K for the Year ended December 31, 1992, and Amendment No. 1 to
the Company's Restated Certificate of Incorporation (incorporated
by reference to Appendix II to the Company's Proxy Statement
dated April 26, 1993).
II-3
<PAGE>
4.2 Rights Agreement, dated as of July 29, 1989, as amended and
restated as of January 21, 1993, between the Company and the
Chemical Bank, as Rights Agent (incorporated herein by reference
to Exhibit 28.4 to the Company's Current Report on Form 8-K dated
January 21, 1993).
4.3 Amended and Restated Certificate of Designation, Preferences, and
Rights of the Series D Junior Preferred Stock of the Company
(incorporated by reference to Exhibit 4(c) to the Company's
Current Report on Form 8-K dated August 11, 1989).
5. Opinion of James T. Lloyd (previously filed)
23.1 Consent of KPMG Peat Marwick
23.2 Consent of James T. Lloyd (previously filed as part of Exhibit
5).
24. Powers of Attorney signed by a majority of the Directors of the
Company, authorizing their signatures on this registration
statement.
Item 9. Undertakings
The undersigned registrant hereby undertakes
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-4
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
person of the registrant pursuant to the any provision or arrangement, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person or the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Arlington, Virginia on the 28th day of January,
1994.
USAir Group, Inc.
By /s/ Seth E. Schofield
------------------------------
Seth E. Schofield
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on the 28th day of January, 1994.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Seth E. Schofield Chairman, President and Chief
- ------------------------------
Seth E. Schofield Executive Officer
(Principal Executive
Officer)
Director
/s/ Frank L. Salizzoni Executive Vice
- ------------------------------
Frank L. Salizzoni President - Finance
(Principal Financial
Officer)
/s/ Ann Greer Rector
- ------------------------------
Ann Greer Rector Vice President and Controller
(Principal
Accounting Officer)
* Director
- -------------------------------
Warren E. Buffett
* Director
- -------------------------------
Edwin I. Colodny
* Director
- -------------------------------
Mathias J. DeVito
</TABLE>
II-6
<PAGE>
<TABLE>
<S> <C>
* Director
- ------------------------------
George J. W. Goodman
Director
- ------------------------------
John W. Harris
* Director
- ------------------------------
Edward A. Horrigan, Jr.
* Director
- ------------------------------
Robert LeBuhn
* Director
- ------------------------------
Sir Colin Marshall
* Director
- ------------------------------
Roger P. Maynard
* Director
- ------------------------------
John G. Medlin, Jr.
* Director
- ------------------------------
Hanne M. Merriman
* Director
- ------------------------------
Charles T. Munger
* Director
- ------------------------------
Richard P. Simmons
* Director
- -----------------------------
Raymond W. Smith
* Director
- -----------------------------
Derek M. Stevens
*By /s/ Frank L. Salizzoni
-------------------------
Frank L. Salizzoni
Attorney-In-Fact
</TABLE>
II-7
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
USAir Group, Inc.:
We consent to the use of our reports dated February 26, 1993 included in the
Annual Report on Form 10-K filed by USAir Group, Inc. and USAir, Inc. for the
year ended December 31, 1992, incorporated herein by reference. Our reports
covering the December 31, 1992 consolidated financial statements refer to a
change in the method of accounting for postretirement benefits other than
pensions.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Washington, D.C.
January 28, 1994
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Warren E. Buffett, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Warren E. Buffett
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Edwin I. Colodny, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Edwin I. Colodny
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Mathias J. DeVito, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Mathias J. DeVito
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, George J. W. Goodman, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ George J.W. Goodman
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Edward A. Horrigan, Jr., Director
of USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Edward A. Horrigan, Jr.
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert LeBuhn, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Robert LeBuhn
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Sir Colin Marshall, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Sir Colin Marshall
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Roger P. Maynard, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Roger P. Maynard
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, John G. Medlin, Jr., Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ John G. Medlin, Jr.
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Hanne M. Merriman, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Hanne M. Merriman
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Charles Z. Munger, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Charles T. Munger
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Richard P. Simmons, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Richard P. Simmons
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Raymond W. Smith, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Raymond W. Smith
----------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, THAT I, Derek M. Stevens, Director of
USAir Group, Inc. (the "Company"), do hereby constitute and appoint SETH E.
SCHOFIELD, JAMES T. LLOYD and FRANK L. SALIZZONI, and each of them (with full
power to each of them to act alone), attorney and agent for me and in my name
and on my behalf to sign all Registration Statements on Form S-8 or other
appropriate Forms and any amendments or supplements thereto of the Company which
shall be or have been filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the proposed
registration, offer and sale or issuance of Common Stock, par value $1 per
share, of the Company in connection with the USAir, Inc. 401(k) Savings Plan,
USAir, Inc. Employees Savings Plan and Supplemental Retirement Plan of Piedmont
Aviation, Inc.
I hereby give and grant to said attorneys and agents, and each of them,
full power and authority to generally do and perform all acts and things
necessary to be done in the premises as fully and effectually in all respects as
I could do if personally present; and I hereby ratify and confirm all that said
attorneys and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 26th day of
January, 1994.
/s/ Derek M. Stevens
----------------------------------
