SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
USAir Group, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Upon Conversion of Series F Cumulative Convertible Senior
Preferred Stock, Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and Series T-2
Cumulative Convertible Exchangeable Senior Preferred Stock)
(Title of Class of Securities)
911905 10 7
(CUSIP Number)
Paul Jasinski Benjamin F. Stapleton
British Airways Plc Sullivan & Cromwell
75-20 Astoria Boulevard 125 Broad Street
Jackson Heights, New York 11370 New York, New York 10004
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 17, 1996
(Date of Event which Requires Filing of this Statement)
If a 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 [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be 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).
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CUSIP NO. 911905 10 7
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BritAir Acquisition Corp. Inc.
IRS Identification No. 521578385
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
- ------------------------------------------------------------
4. SOURCE OF FUNDS
WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 30,000 shares of Series F Cumulative
SHARES Convertible Senior Preferred Stock, 152.1
shares of Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and
9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred
Stock
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 30,000 shares of Series F Cumulative
WITH Convertible Senior Preferred Stock, 152.1
shares of Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and
9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred
Stock
-2-
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,000 shares of Series F Cumulative Convertible Senior
Preferred Stock, 152.1 shares of Series T-1 Cumulative
Convertible Exchangeable Senior Preferred Stock and
9,919.8 shares of Series T-2 Cumulative Convertible
Exchangeable Senior Preferred Stock
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.11% of Common Stock (assuming Conversion of Series
F Cumulative Convertible Senior Preferred Stock, Series
T-1 Cumulative Convertible Exchangeable Senior
Preferred Stock and Series T-2 Cumulative Convertible
Exchangeable Series Preferred Stock)
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14. TYPE OF REPORTING PERSON
CO
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-3-
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Airways Plc
IRS Identification No. 131546240
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
NUMBER OF 30,000 shares of Series F Cumulative
SHARES Convertible Senior Preferred Stock, 152.1
shares of Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and
9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred
Stock (all of the foregoing indirectly
through BritAir Acquisition Corp. Inc.)
----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 30,000 shares of Series F Cumulative
WITH Convertible Senior Preferred Stock, 152.1
shares of Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and
9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred
Stock (all of the foregoing indirectly
through BritAir Acquisition Corp. Inc.)
----------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
-4-
<PAGE>
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,000 shares of Series F Cumulative Convertible Senior Preferred
Stock, 152.1 shares of Series T-1 Cumulative Convertible Exchangeable
Senior Preferred Stock and 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock (all of the foregoing
indirectly through BritAir Acquisition Corp. Inc.)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.11% of Common Stock (assuming Conversion of Series
F Cumulative Convertible Senior Preferred Stock, Series
T-1 Cumulative Convertible Exchangeable Senior
Preferred Stock and Series T-2 Cumulative Convertible
Exchangeable Series Preferred Stock)
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14. TYPE OF REPORTING PERSON
CO
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-5-
<PAGE>
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $1.00 per share,
of USAir Group, Inc. ("USAir"), Crystal Park Four, 2345 Crystal Drive,
Arlington, Virginia 22227, which is issuable upon conversion of the Series F
Cumulative Convertible Senior Preferred Stock, without par value (the "Series F
Preferred Stock"), the Series T-1 Cumulative Convertible Exchangeable Senior
Preferred Stock (the "Series T-1 Preferred Stock") and the Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock (the "Series T-2 Preferred
Stock", and, collectively with the Series F Preferred Stock and the Series T-1
Preferred Stock, the "USAir Preferred Stock") held by the entities making this
filing.
Item 4. Purpose of Transaction
On December 17, 1996, British Airways Plc ("BA") sent a letter
(attached hereto as Exhibit 1) to USAir notifying USAir, pursuant to the
Investment Agreement between USAir and BA, dated as of January 21, 1993, as
amended (the "Investment Agreement"), that BA's wholly-owned subsidiary, BritAir
Acquisition Corp. Inc., intends to sell in one or more underwritten public
offerings or privately negotiated transactions all of the 30,000 shares of
Series F Preferred Stock, the 152.1 shares of Series T-1 Preferred Stock and the
9,919.8 shares of Series T-2 Preferred Stock owned by it.
-6-
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In addition, pursuant to the Investment Agreement, BA notified USAir
that it was exercising its right to require USAir to use reasonable efforts to
register under the Securities Act of 1933 all of the USAir Preferred Stock for
sale in one or more underwritten public offerings. The Investment Agreement
requires USAir, upon receipt of such notice, to proceed as promptly as
practicable to prepare and file with the Securities and Exchange Commission and
to use its reasonable efforts to cause to become effective within 120 days from
the date of receipt of the notice a registration statement with respect to such
an offering.
Item 5. Interest in Securities of the Issuer
(a) BritAir owns directly 30,000 shares of Series F Preferred Stock,
152.1 shares of Series T-1 Preferred Stock and 9,919.8 shares of Series T-2
Preferred Stock. Subject to restrictions on foreign ownership of U.S. airlines,
the 30,000 shares of Series F Preferred Stock held by BritAir are convertible
into 15,458,850 shares of Common Stock, the 152.1 shares of Series T-1 Preferred
Stock are convertible into 74,195 shares of Common Stock and the 9,919.8 shares
of Series T-2 Preferred Stock are convertible into 3,757,500 shares of Common
Stock. Collectively, the total of such shares of Common Stock is equal to
approximately 23.11%* of the total number of shares of
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* Based on the number of shares of Common Stock of the Company outstanding
as of October 31, 1996, as disclosed in USAir's Form 10-Q for the
period ended September 30, 1996.
<PAGE>
Common Stock of the Company outstanding (assuming full conversion of the USAir
Preferred Stock into Common Stock). BA does not beneficially own any shares of
Common Stock of the Company; however, BritAir is a wholly owned subsidiary of
BA.
(b) BritAir, a wholly owned subsidiary of BA, has the sole power to
vote, or to direct the vote, and the sole power to dispose of, or to direct the
disposition of, the shares of Series F Preferred Stock, the Series T-1 Preferred
Stock and the Series T-2 Preferred Stock owned by it.
(c) No transactions in the shares of Series F Preferred Stock, the
Series T-1 Preferred Stock, the Series T-2 Preferred Stock or the Common Stock
were effected by the Reporting Persons during the past 60 days.
(d) No person other than BritAir, a wholly owned subsidiary of BA, has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Series F Preferred Stock, the
Series T-1 Preferred Stock or the Series T-2 Preferred Stock beneficially owned
by BritAir.
(e) Not applicable
Item 7. Material to be filed as Exhibits
1. Letter, dated December 17, 1996, from BA to USAir.
-7-
<PAGE>
SIGNATURES
Each of the undersigned certifies that after
reasonable inquiry and to the best of its knowledge and
belief, the information set forth in this Statement is
true, complete and correct.
BRITISH AIRWAYS PLC
By /s/ Barbara Cassani
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BRITAIR ACQUISITION CORP. INC.
By /s/ Barbara Cassani
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Dated: December 18, 1996
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<PAGE>
EXHIBIT INDEX
Page on which
Exhibit appears
Ex-99.1. Letter, dated December 17, 1996,
from British Airways Plc to USAir
Group, Inc.
-9-
EX-99.1
BRITISH AIRWAYS
75-20 Astoria Boulevard
Jackson Heights, New York 11370
December 17, 1996
USAir Group, Inc.
Crystal Park Four
2345 Crystal Drive
Arlington, Virginia 22227
United States of America
Attention: Lawrence M. Nagin, General Counsel
Dear Mr. Nagin:
This letter constitutes notice, pursuant to Section 7.2 of the
Investment Agreement between USAir Group, Inc. ("USAir") and British Airways Plc
("BA") dated as of January 21, 1993, as amended (the "Investment Agreement"),
that BA's wholly-owned subsidiary, BritAir Acquisition Corp. Inc. ("BritAir"),
intends to sell in one or more underwritten public offerings or privately
negotiated transactions all of the 30,000 shares of Series F Cumulative
Convertible Senior Preferred Stock ("Series F Preferred Stock"), the 152.1
shares of Series T-1 Cumulative Convertible Exchangeable Senior Preferred Stock
("Series T-1 Preferred Stock") and the 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock ("Series T-2 Preferred Stock",
and together with Series F Preferred Stock and Series T-1 Preferred Stock,
"USAir Preferred Stock") of USAir which are owned by BritAir. Any such
underwritten public offering will constitute a Permitted Offering as defined in
Section 7.1 (b)(i) of the Investment Agreement.
The Offering Prices (as calculated pursuant to clauses (ii)(B) and
(iii)(B) of the third sentence of Section 7.2 of the Investment Agreement) are
$11,656.36 per share of Series F Preferred Stock and $11,036.59 per share of
Series T-1 Preferred Stock. The Offer Price (as calculated pursuant to clause
(iii)(A) - i.e. the proposed sale price for privately negotiated transactions)
is $10,000.00 per share of T-2 Preferred Stock. An Offer Price per share of
Series T-2 Preferred Stock for a Permitted Offering calculated pursuant to
clause (ii)(A) or (B) will be determined and provided to you at a later date.
Pursuant to Section 7.2 of the Investment Agreement, USAir has until February
15, 1997 to give notice to BA that USAir elects to purchase USAir Preferred
Stock as to which an Offer Price has been established by the letter. If USAir
fails to give such notice by such date, BritAir will be free to complete the
proposed sales of USAir Preferred Stock in accordance with the terms of Section
7.2 of the investment Agreement.
In addition, pursuant to Section 8.1(a) of the Investment Agreement, BA
hereby gives USAir notice that it
<PAGE>
exercises its right to require USAir to use reasonable efforts to register under
the Securities Act of 1933 all the USAir Preferred Stock owned by BritAir
referred to above for sale in one or more underwritten public offerings. As you
know, Section 8.1(b) of the Investment Agreement requires USAir, upon receipt of
this notice, to proceed as promptly as practicable to prepare and file with the
Securities and Exchange Commission and to use its reasonable efforts to cause to
become effective within 120 days from the date of receipt of this notice a
registration statement with respect to such an offering. We stand ready to
assist you in that endeavor in any way in which we reasonably can.
In order to comply with the notice provisions of the Investment
Agreement, BA is sending a copy of this letter to Larry Lederman at the address
specified in the notices as well as to Peter Atkins.
Yours very truly,
/s/ Barbara Cassani
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Authorized Representative
British Airways Plc
cc: Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Attention: Lawrence Lederman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Attention: Peter A. Atkins
