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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
USAir Group, Inc.
_________________________________________________________
(Name of Issuer)
Series B Cumulative Convertible Preferred Stock
________________________________________________________________
(Title of Class of Securities)
911905305
_____________________________
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 1996
_______________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be 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
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 10
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SCHEDULE 13D
CUSIP NO. 911905305 PAGE 2 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in his capacity as the sole proprietor of Soros
Fund Management)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 218,600
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 218,600
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
218,600
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.13%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to shares of Series B
Cumulative Convertible Preferred Stock (the "Series B Preferred Shares"), of
USAir Group, Inc. (the "Issuer"). The address of the principal executive
offices of the Issuer is 2345 Crystal Drive, Arlington, Virginia 22227. This
statement on Schedule 13D is being filed by the Reporting Person (as defined
below) to report recent acquisitions of Series B Preferred Shares as a result
of which the Reporting Person may be deemed the beneficial owner of in excess
of 5% of the outstanding Series B Preferred Shares.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros
(the "Reporting Person") in his capacity as the sole proprietor of an
investment advisory firm conducting business under the name Soros Fund
Management ("SFM"). This statement on Schedule 13D relates to Series B
Preferred Shares held for each of the accounts of Quantum Partners LDC, a
Cayman Islands exempted limited duration company with its principal office at
Kaya Flamboyan 9, Curacao, Netherlands Antilles ("Quantum Partners"), and
Quasar International Partners C.V., a Netherlands Antilles limited partnership
with its principal office at Kaya Flamboyan 9, Curacao, Netherlands Antilles
("Quasar Partners"). Each of Quantum Partners and Quasar Partners has granted
investment discretion to SFM pursuant to separate investment advisory contracts
with SFM.
SFM is a sole proprietorship of which the Reporting Person is
the sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its sole business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies (the "SFM Clients"), including Quantum Partners and Quasar Partners.
SFM's contracts with the SFM Clients generally provide that SFM is responsible
for designing and implementing each SFM Client's overall investment strategy;
for conducting direct portfolio management strategies to the extent that SFM
determines that it is appropriate to utilize its own portfolio management
capabilities; for selecting, evaluating and monitoring other investment
advisors who manage separate portfolios on behalf of the SFM Client; and for
allocating and reallocating each SFM Client's assets among such other investment
advisors and itself.
The principal occupation of the Reporting Person, a United
States citizen, is his direction of the activities of SFM, which is carried out
in his capacity as the sole proprietor of SFM at SFM's principal office.
Information concerning the identity and background of the Managing Directors of
SFM is set forth in Annex A hereto and incorporated by reference in response to
this Item 2.
During the past five years, none of the Reporting Person,
Quantum Partners, Quasar Partners or any other person identified in response
to this Item 2 has been (a) convicted in a criminal proceeding, or (b) a party
to any civil proceeding as a result of which he has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Pursuant to regulations promulgated under Section 13(d) of the
Act, the Reporting Person (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Series B Preferred Shares, held
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PAGE 4 OF 11 PAGES
for the account of Quantum Partners and the account of Quasar Partners as a
result of the contractual authority of SFM to exercise voting and dispositive
power with respect to such securities.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Quantum Partners expended $6,752,480 of its working capital to
purchase the Series B Preferred Shares which are reported in Item 5(c) as
having been purchased for its account during the past 60 days. Quasar Partners
expended $1,688,120 of its working capital to purchase the Series B Preferred
Shares reported in Item 5(c) as having been purchased for its account during
the past 60 days.
The Series B Preferred Shares held by Quantum Partners and
Quasar Partners may be held through margin accounts maintained with brokers,
which extend margin credit to Quantum Partners and Quasar Partners as and when
required to open or carry positions in its margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions held in the margin accounts, including the
Series B Preferred Shares, may be pledged as collateral security for the
repayment of debit balances in the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION.
Quantum Partners and Quasar Partners acquired all of the
Series B Preferred Shares reported herein as being held for their respective
accounts for investment purposes. Quantum also holds shares of Common Stock,
par value $1.00 per share ("Common Stock"), of the Issuer (representing less
than 5% of the total outstanding Common Stock of the Issuer both separately and
when aggregated with the shares of Common Stock issuable upon conversion of the
Series B Preferred Shares referred to herein), which were acquired for
investment purposes.
Except as described herein, neither the Reporting Person nor,
to the best of his knowledge, any of the other persons identified in response
to Item 2, has any plans or proposals which relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Person reserves the right to acquire additional
securities of the Issuer, to dispose of securities of the Issuer at any time
or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general
investment and trading policies of SFM Clients, market conditions or other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Series B Preferred Shares of which the
Reporting Person may be deemed a beneficial owner is 218,600 (approximately
5.13% of the total number of Series B Preferred Shares outstanding). This
number consists of: (i) 177,500 Series B Preferred Shares acquired for the
account of Quantum Partners and (ii) 41,100 Series B Preferred Shares acquired
for the account of Quasar Partners.
(b) Pursuant to the terms of the contract between Quantum Partners
and SFM, the Reporting Person may be deemed to have sole power to direct the
voting and disposition of securities held for the account of Quantum Partners,
including the 177,500 Series B Preferred Shares held for the account of Quantum
Partners. Pursuant to the terms of the contract between Quasar Partners and
SFM, the Reporting Person may be deemed to have sole power to direct the voting
and disposition of securities held
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PAGE 5 OF 11 PAGES
for the account of Quasar Partners, including the 41,100 Series B Preferred
Shares held for the account of Quasar Partners.
(c) Except for the transactions listed in Annex B hereto, there
have been no transactions effected by the Reporting Person with respect to the
Series B Preferred Shares during the past 60 days.
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities held by Quantum Partners in accordance with their ownership
interests in Quantum Partners. The partners of Quasar Partners have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
securities held by Quasar Partners in accordance with their ownership interests
in Quasar Partners.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS IN RELATIONSHIP WITH RESPECT
TO SECURITIES OF THE ISSUER.
From time to time, Quantum Partners and Quasar Partners may
lend portfolio securities to brokers, banks or other financial institutions.
These loans typically obligate the borrower to return the securities, or an
equal amount of securities of the same class, to the lender and typically
provide that the borrower is entitled to exercise voting rights and to retain
dividends during the term of the loan. Although the securities of the Issuer
held for the accounts of Quantum Partners and Quasar Partners are not subject
to any such securities loans as of the date hereof, Quantum Partners and
Quasar Partners reserve the right to make loans of such Shares in the future.
Except as disclosed above, the Reporting Person does not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
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PAGE 6 OF 11 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated April 16, 1996 granted by Mr. George
Soros in favor of Mr. Sean C. Warren.
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PAGE 7 OF 11 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: April 29, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
-------------------
Sean C. Warren
Attorney-in-Fact
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PAGE 8 OF 11 PAGES
ANNEX A
The following is a list of all of the persons who serve as
Managing Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York
10106. During the past five years, none of the above-listed persons has been
(i) convicted in a criminal proceeding, or (ii) a party to any civil proceeding
as a result of which any such persons has been subject to a 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.
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PAGE 9 OF 11 PAGES
ANNEX B
RECENT TRANSACTIONS IN THE SERIES B PREFERRED SHARES OF
USAIR GROUP, INC.
<TABLE>
<CAPTION>
FOR THE ACCOUNT OF DATE OF TRANSACTION NATURE OF NUMBER PRICE
- ------------------ ------------------- TRANSACTION OF SHARES PER SHARE
----------- --------- ---------
<S> <C> <C> <C> <C>
Quantum Partners LDC 04/10/96 Purchase 8,000 $53.250
04/11/96 Purchase 80,000 52.612
04/18/96 Purchase 40,000 52.938
Quasar International, C.V. 04/10/96 Purchase 2,000 53.250
04/11/96 Purchase 20,000 52.612
04/18/96 Purchase 10,000 52.938
</TABLE>
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PAGE 10 OF 11 PAGES
INDEX OF EXHIBITS
EXHIBIT PAGE
- ------- ----
A Power of Attorney dated April 16, 1996 granted by Mr. George
Soros in favor of Mr. Sean Warren. 11
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PAGE 11 OF 11 PAGES
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute
and appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition
of securities or other investments, and any other documents relating or
ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including:
(1) all documents relating to the beneficial ownership of securities required
to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D
or Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 16th day of April,
1996.
/s/ George Soros
-----------------
GEORGE SOROS
