UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
USAir Group, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
Series B Cumulative Convertible Preferred Stock
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(Title of Class of Securities)
911905107 (Common Shares)
911905305 (Series B Preferred Shares)
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 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.
Continued on following page(s)
Page 1 of 9 Pages
Exhibit Index:
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* Initial filing with respect to the Common Shares.
<PAGE>
SCHEDULE 13D
CUSIP No. 911905107 (Common Shares) Page 2 of 9 Pages
911905305 (Series B Preferred Shares)
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 3,240,771 Common Shares 1
Shares 297,200 Series B Preferred Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,240,771 Common Shares 1
With 297,200 Series B Preferred Shares
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,240,771 Common Shares 1
297,200 Series B Preferred Shares
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
5.02% of the Common Shares 1
6.97% of the Series B Preferred Shares
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
1 Includes Common Shares issuable upon conversion of the Series B Preferred
Shares.
<PAGE>
Page 3 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to shares of Series
B Cumulative Convertible Preferred Stock (the "Series B Preferred Shares") and
shares of Common Stock, $1.00 par value per share (the "Common Shares" and
together with the Series B Preferred Shares, the "Shares"), of USAir Group, Inc.
(the "Issuer") and amends the initial statement on Schedule 13D, dated April 29,
1996 (the "Initial Statement"). This Amendment No. 1 is being filed to report
recent acquisitions of Series B Preferred Shares, as a result of which the
percentage of outstanding Series B Preferred Shares of which the Reporting
Person (as defined below) may be deemed the beneficial owner has increased by
more than 1% percent. In addition, as a result of the recent acquisitions of
Series B Preferred Shares, each share of which is currently convertible into
2.4925 shares of Common Stock, the Reporting Person may be deemed to be the
beneficial owner of more than 5% of the outstanding Common Shares. Accordingly,
this statement constitutes an initial filing with respect to the Common Shares.
Capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Initial Statement. The information set forth in the
Initial Statement is amended as set forth herein.
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 Common Shares and 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,
Willemstad, Curacao, Netherlands Antilles ("Quantum Partners"), and Quasar
International Partners C.V., a Netherlands Antilles limited partnership with its
principal office at Kaya Flamboyan 9, Willemstad, 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 its clients generally provide that SFM is responsible for designing and
implementing the 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 client; and for allocating and reallocating the
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 was set
forth in Annex A to the Initial Statement and is incorporated by reference in
response to this Item 2.
<PAGE>
Page 4 of 9 Pages
During the past five years, none of the Reporting Person, Quantum
Partners, Quasar Partners and, to the best of the Reporting Person's knowledge,
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
Securities Exchange Act of 1934, as amended, 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 Shares, held 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 approximately $3,280,801 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 since the filing of the Initial
Statement. Quasar Partners expended approximately $818,896 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 since the filing of the Initial
Statement.
The 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 Shares
reported herein as being held for their respective accounts 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.
<PAGE>
Page 5 of 9 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) The aggregate number of Common Shares of which the Reporting
Person may be deemed a beneficial owner is 3,240,771 (approximately 5.02% of the
total number of outstanding Common Shares assuming conversion of the Series B
Preferred Shares held for the accounts of Quantum Partners and Quasar Partners).
This number consists of the equivalent of: (1) 3,099,197 Common Shares (which
consists of 2,500,000 Common Shares held for the account of Quantum Partners and
599,197 Common Shares issuable upon conversion of 240,400 Series B Preferred
Shares held for the account of Quantum Partners), and (2) 141,574 Common Shares
(which is the number of Common Shares issuable upon conversion of the 56,800
Series B Preferred Shares held for the account of Quasar Partners).
(ii) The aggregate number of Series B Preferred Shares of which
the Reporting Person may be deemed a beneficial owner is 297,200 (approximately
6.97% of the total number of Series B Preferred Shares outstanding). This number
consists of: (1) 240,400 Series B Preferred Shares held for the account of
Quantum Partners and (2) 56,800 Series B Preferred Shares held 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 2,500,000 Common Shares and 240,400 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 for the account of
Quasar Partners, including the 56,800 Series B Preferred Shares held for the
account of Quasar Partners.
(c) Except for the transactions listed on Annex B hereto, there have
been no transactions effected by the Reporting Person with respect to the Common
Shares during the past 60 days. Except for the transactions listed on Annex C
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. From time to time, Quantum Partners, Quasar
Partners or other SFM Clients may borrow securities, including the Shares, for
<PAGE>
Page 6 of 9 Pages
the purpose of effecting, and may effect, short sale transactions, and may
purchase securities for the purpose of closing out short positions in such
securities.
Except as disclosed above, the Reporting Person does not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
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 (filed as Exhibit A to the Initial
Statement and incorporated herein by reference).
<PAGE>
<TABLE>
<CAPTION>
Page 7 of 9 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
USAIR GROUP, INC.
<S> <C> <C> <C> <C>
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
------------------ ----------- ----------- ---------------- ---------------
Quantum Partners LDC1 7/24/96 Short Sale 156,800 $17.449
Quasar International Partners C.V.1 7/24/96 Short Sale 39,100 17.449
</TABLE>
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1 Transactions effected at the direction of SFM.
<PAGE>
<TABLE>
<CAPTION>
Page 8 of 9 Pages
ANNEX C
RECENT TRANSACTIONS IN THE SERIES B PREFERRED SHARES OF
USAIR GROUP, INC.
<S> <C> <C> <C> <C>
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
------------------ ----------- ----------- ---------------- ---------------
Quantum Partners LDC 1 7/24/96 Purchase 62,900 $52.159
Quasar International Partners C.V.1 7/24/96 Purchase 15,700 52.159
</TABLE>
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1 Transactions effected at the direction of SFM.
<PAGE>
Page 9 of 9 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: July 30, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------
Sean C. Warren
Attorney-in-Fact
