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)
91190530
(CUSIP Number)
Fred M. Stone, Esq., M.D. Sass Associates, Inc.
1185 Avenue of the Americas, New York, NY 10036
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 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 . (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 the
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).
<PAGE 1>
SCHEDULE 13D
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 cHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
122,346
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
None
WITH 10 SHARED DISPOSITIVE POWER
122,346
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,346
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.87%
14 TYPE OF REPORTING PERSON *
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE 2>
SCHEDULE 13D
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Investors Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
264,933
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
None
WITH 10 SHARED DISPOSITIVE POWER
264,933
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,933
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.21%
14 TYPE OF REPORTING PERSON *
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE 3>
SCHEDULE 13D
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc. Employees Profit Sharing Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
None. See Item 5(b)
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
3,308
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
None. See Item 5(b)
WITH 10 SHARED DISPOSITIVE POWER
3,308
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
14 TYPE OF REPORTING PERSON *
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE 4>
SCHEDULE 13D
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin D. Sass
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
385,800
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
None
WITH 10 SHARED DISPOSITIVE POWER
385,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.05%
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE 5>
SCHEDULE 13D
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James B. Rubin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF 7 SOLE VOTING POWER
None
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
385,800
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
None
WITH 10 SHARED DISPOSITIVE POWER
385,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.05%
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE 6>
SCHEDULE 13D
Item 1(a) Security and Issuer
This statement relates to the Series B Cumulative Convertible
Preferred Stock, par value $50.00 per share (the "Stock"), of USAir
Group Inc. (the "Company"), a Delaware corporation, with principal
offices at 2345 Crystal Drive, Arlington, Virginia 22227.
Item 1(b) Identity and Background
The persons filing this statement are:
James B. Rubin
Martin D. Sass
M.D. Sass Associates, Inc. ("Associates")
M.D. Sass Investors Services, Inc. ("Investors")
M.D. Sass Associates, Inc. Employee Profit Sharing Plan ("Plan")
The principal business address of each of the reporting persons
is:
1185 Avenue of the Americas
New York, New York 10036
Associates and Investors are both Delaware corporations which
are investment advisors registered under Section 203 of the
Investment Advisors Act of 1940.
The Plan is a trust organized to administer the employee profit
sharing plan of Associates. The Plan is administered by a Board of
Trustees, which includes Mr. Sass.
The executive officers and directors of Associates and Investors
are:
Martin D. Sass, Director and President
Hugh R. Lamle, Director and Executive Vice President
Martin E. Winter, Director, Senior Vice President and Chief Financial
Officer
Fred M. Stone, Senior Vice President and General Counsel
James B. Rubin, Senior Managing Director.
In the case of Messrs. Sass and Rubin, and each other person
listed above pursuant to General Instruction C, their positions above
constitute their principal occupation and employment, and their
business address is c/o M.D. Sass Associates, Inc., 1185 Avenue of
the Americas, New York, New York 10036. Each is citizen of the United
States.
None of the reporting persons or the other persons listed
pursuant to General Instruction C has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party, during the last five years, to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in any of them being subjected to a
judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
<PAGE 7>
Pursuant to the Rule 13d-3, the reporting persons are including
as beneficially owned securities of other persons, which are not
reporting persons nor required to be listed pursuant to General
Instruction C. These persons include:
M.D. Sass Re/Enterprise Partners, L.P. ("Re/Enterprise") is a
Delaware limited partnership organized for the purpose of making
investments in the securities, bank debt and claims of public and
private companies, such investments consisting primarily of the debt
securities and liabilities of companies experiencing significant
financial difficulty or in bankruptcy. Associates is the managing
general partner of Re/Enterprise; Investors is also a general partner
of Re/Enterprise.
M.D. Sass Re/Enterprise-II, L.P. ("Re/Enterprise-II") is a
Delaware limited partnership organized for the purpose of making
investments, which may be on a leveraged basis, in the securities,
bank debt and claims of public and private companies, such
investments consisting primarily of the debt securities and
liabilities of companies experiencing significant financial
difficulty or in bankruptcy. Investors is the managing general
partner of Re/Enterprise-II; Associates is also a general partner of
Re/Enterprise-II.
M.D. Sass Re/Enterprise International, Inc., a corporation
organized under the laws of the British Virgin Islands
("International"), with its principal business address at the Citco
Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands. International was organized for the purpose of
making investments in the securities, bank debt and claims of public
and private companies. M.D. Sass Management, Inc., a Delaware
corporation ("Management"), with its principal business address at
1185 Avenue of the Americas, New York, New York 10036, is an
investment advisor registered under Section 203 of the Investment
Advisors Act of 1940 and acts as the investment manager for
International. Mr. Sass is the controlling stockholder of each of
Associates, Investors, and Management.
Investors also acts as investment advisor to a number of third
party employee benefit or retirement plans, which are subject to
Employee Retirement Income Security Act of 1974. One of these plans
(the "ERISA Plan") does, and other plans may from time to time, hold
securities of the Issuer.
Item 3 Source and Amount of Funds or Other Consideration
The funds for the acquisitions by Re/Enterprise, Re/Enterprise-
II, and International were provided by monies invested as capital
contributions by their respective partners or shareholders.
The funds for acquisitions by the Plan and the ERISA Plan were
provided by monies invested by or contributed on behalf of the
employee participants in such plans.
Item 4 Purpose of Transaction
The purpose of the acquisitions was for investment in the
ordinary course. Pursuant to Rule 13d-1, no Schedule 13D was
required to be filed in respect of the Stock prior to the date
hereof.
From and after the date hereof, the reporting persons and the
other persons noted above, or any of them, may engage in discussions
with the Company's management concerning possible steps to enhance
the value of the Stock. Such persons, or any of them, may also seek
to obtain representation on the board of directors of the Company.
<PAGE 8>
In addition, the reporting persons reserve the right at any time
and from time to time, depending on market and other factors, to
acquire additional shares of Stock or other securities of the
Company, to dispose of all or any portion of the Stock or other
securities of the Company now or hereafter held by them and to take
any other action with respect to the Company or its securities
permitted by law.
There can be no assurance as to whether or when any action
referred to in this Item 3 will be taken or as to the potential
effects thereof on the Company or its securities.
Item 5 Interest in Securities of the Issuer
(a) Re/Enterprise holds 104,111 shares, constituting 2.44%, of the class.
Re/Enterprise-II holds 18,235 shares, constituting 0.43% of the
class.
International holds 117,289 shares, constituting 2.75%, of the class.
The Plan holds 3,308 shares, constituting 0.08%, of the class.
The ERISA Plan holds 142,857 shares, constituting 3.35% of the class.
Associates, as a general partner of Re/Enterprise and
Re/Enterprise-II, may be deemed to beneficially own an aggregate of
122,346 shares, constituting 2.87% of the class.
Investors, as a general partner of Re/Enterprise and
Re/Enterprise-II, and as investment advisor to the ERISA Plan, may be
deemed to beneficially own an aggregate of 264,933 shares,
constituting 6.21% of the class.
Management, as the investment advisor to International, may be
deemed to beneficially own the 117,289 shares held by International.
Mr. Sass, by virtue of his controlling interest in each of
Associates, Investors, and Management, and as a trustee of the Plan,
may be deemed to beneficially own an aggregate of 385,800 shares,
constituting 9.05% of the class.
Mr. Rubin, by virtue of his position with Associates and
Investors, and as portfolio manager to Management and the Plan, may
be deemed to beneficially own 385,800 shares, constituting 9.05% of
the class
Percentages are based on 4,263,050 shares outstanding as of June
30, 1996.
(b) Re/Enterprise has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities
of which it is beneficial owner, which power is exercised through its
managing general partner, Associates. Associates, Investors and
Messrs. Sass and Rubin, by virtue of their positions as general
partners or officers of the general partners may be deemed to share
such power with Re/Enterprise.
Re/Enterprise-II has the sole power to vote or direct the vote
and sole power to dispose or to direct the disposition of the
securities of which it is beneficial owner, which power is exercised
through its managing general partner, Investors. Investors,
Associates, and Messrs. Sass and Rubin, by virtue of their positions
as general partners or officers of the general partners may be deemed
to share such power with Re/Enterprise-II.
<PAGE 9>
International has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities
of which it is beneficial owner, which power is
exercised through its investment manager, Management.
Management, by virtue of its position as investment manager, and
Messrs. Sass and Rubin, by virtue of their positions may be deemed to
share such power with International.
The Plan has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of
which it is beneficial owner, which power is exercised through its
Board of Trustees. Messrs. Sass and Winter, by virtue of their
positions as trustees, and Mr. Rubin by virtue of his position as
portfolio manager to the Plan, may be deemed to share such power with
the Plan.
The ERISA Plan has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities
of which it is beneficial owner, which power is exercised through its
investment advisor, Investors. Investors, by virtue of its position
as investment advisor, and Messrs. Sass and Rubin, by virtue of their
positions, may be deemed to share such power with the ERISA Plan.
Pursuant to Section 240.13d-4, Mr. Sass, Mr. Rubin, Associates,
Investors, and the Plan, on behalf of themselves and their
affiliates, disclaim beneficial ownership of the Stock held or
managed for the accounts of others, and the filing of this Schedule
13D by, or the naming of such persons, shall not be construed as an
admission that any such person or entity is, for the purposes of
Sections 13 or 16 of the Securities Exchange Act of 1934, the
beneficial owner of any such securities of the Issuer.
(c) A schedule of each transaction in the Stock by the persons
described above since April 11, 1996, is attached as Exhibit A.
(d) Associates, Investors and Management are investment advisers
registered under Section 203 of the Investment Advisors Act of 1940
which advise or act as general partners to private investment
companies and advises employee benefit plans. With respect to Stock
held by those investment companies, numerous persons indirectly have
the right to receive, or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such shares. No such person
is known to have an interest that relates to more than 5% of the
Stock.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understands or Relationships with
Respect to Securities of the Issuer
Other than as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and any other person with respect
to the Stock or other securities of the Issuer.
Item 7 Material to Be Filed as Exhibits
(A) Schedule of Transactions in Stock
<PAGE 10>
Signatures
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.
Date: September 27, 1996 s/Martin D. Sass
_________________________
Martin D. Sass
s/James B. Rubin
_________________________
James B. Rubin
M.D. Sass Associates, Inc.
By: s/Martin E. Winter
____________________
Name: Martin E. Winter
Title: Senior Vice President
M.D. Sass Investors Services, Inc.
By: s/Martin E. Winter
____________________
Name: Martin E. Winter
Title: Senior Vice President
M.D. Sass Associates, Inc.
Profit Sharing Plan
By: s/Martin E. Winter
____________________
Name: Martin Winter, Trustee
<PAGE 11>
EXHIBIT A - SCHEDULE OF PURCHASES AND SALES
FROM 4/11/96 TO 9/5/96
M.D. SASS ASSOCIATES, INC. EMPLOYEE PROFIT SHARING PLAN
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
4/11/96 Purchase 1,006 53,111.77 Bear Stearns
4/11/96 Purchase 128 6,541.76 Bear Stearns
4/11/96 Purchase 426 21,478.92 Bear Stearns
4/11/96 Purchase 3 157.64 Bear Stearns
4/15/96 Purchase 450 23,092.38 Bear Stearns
8/27/96 Purchase 310 17,133.70 Bear Stearns
8/29/96 Purchase 445 24,006.64 Bear Stearns
9/24/96 Purchase 540 27,962.23 Bear Stearns
TOTAL 3,308
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
4/11/96 Purchase 98 5,149.41 Bear Stearns
4/11/96 Purchase 4,948 252,879.91 Bear Stearns
4/11/96 Purchase 16,495 831,677.91 Bear Stearns
4/11/96 Purchase 38,928 2,055,203.76 Bear Stearns
4/15/96 Purchase 17,358 890,750.07 Bear Stearns
8/27/96 Purchase 9,588 529,928.76 Bear Stearns
8/29/96 Purchase 16,696 900,707.46 Bear Stearns
TOTAL 104,111
M.D. SASS RE/ENTERPRISE-II, L.P.
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
4/11/96 Purchase 1,856 97,987.52 Bear Stearns
4/11/96 Purchase 5 262.73 Bear Stearns
4/11/96 Purchase 236 12,061.37 Bear Stearns
4/11/96 Purchase 786 39,630.12 Bear Stearns
4/15/96 Purchase 819 42,028.14 Bear Stearns
8/27/96 Purchase 7,451 411,816.78 Bear Stearns
8/29/96 Purchase 2,182 117,713.45 Bear Stearns
9/24/96 Purchase 4,900 253,731.31 Bear Stearns
TOTAL 18,235
THE ERISA PLAN
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
4/11/96 Purchase 17,779 896,417.19 Bear Stearns
4/11/96 Purchase 5,334 272,607.41 Bear Stearns
4/11/96 Purchase 107 5,622.32 Bear Stearns
4/11/96 Purchase 41,958 2,215,172.61 Bear Stearns
4/15/96 Purchase 18,647 956,896.92 Bear Stearns
8/27/96 Purchase 13,546 748,687.42 Bear Stearns
8/29/96 Purchase 18,766 1,012,378.79 Bear Stearns
9/24/96 Purchase 26,720 1,383,612.37 Bear Stearns
TOTAL 142,857
M.D. SASS RE/ENTERPRISE INTERNATIONAL, LTD.
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
4/11/96 Purchase 34,252 1,808,334.34 Bear Stearns
4/11/96 Purchase 87 4,571.42 Bear Stearns
4/11/96 Purchase 4,354 222,522.06 Bear Stearns
4/11/96 Purchase 14,514 731,795.88 Bear Stearns
4/15/96 Purchase 15,226 781,343.51 Bear Stearns
8/27/96 Purchase 19,105 1,055,933.36 Bear Stearns
8/29/96 Purchase 16,911 912,306.17 Bear Stearns
9/24/96 Purchase 12,840 664,879.60 Bear Stearns
TOTAL 117,289
