SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: December 20, 1996
USAir Group, Inc.
(Commission file number: 1-8444)
and
USAir, Inc.
(Commission file number: 1-8442)
(Exact names of registrants as specified in their charters)
Delaware USAir Group, Inc. 54-1194634
(State of Incorporation USAir, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
USAir Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal, executive offices)
(703) 418-5306
(Registrant's telephone number)
USAir, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal, executive offices)
(703) 418-5306
(Registrant's telephone number)
Item 5. Other Events
On December 17, 1996, USAir Group, Inc. received a
letter from British Airways Plc, which is attached hereto
as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
99.1 Letter, dated December 17, 1996, from
British Airways Plc to USAir Group,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrants have duly caused
this report to be signed on their behalf by the
undersigned thereunto duly authorized.
USAIR GROUP, INC.
Date: December 20, 1996 By: /s/ Lawrence M. Nagin
----------------------------
Lawrence M. Nagin
Executive Vice President,
Corporate Affairs & General
Counsel
USAIR, INC.
Date: December 20, 1996 By: /s/ Lawrence M. Nagin
-----------------------------
Lawrence M. Nagin
Executive Vice President,
Corporate Affairs & General
Counsel
EXHIBIT INDEX
Designation Description Page
99.1 Letter, dated December 17, N/A
1996, from British Airways Plc
to USAir Group, Inc.
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 Offer 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 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
absence of a formal designation of other counsel to
receive notices as well as to Peter Atkins.
Yours very truly,
/s/ Barbara Cassani
Barbara Cassani
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
