UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
October 16, 1996
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(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 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 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 911905107 (Common Shares) Page 2 of 5 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)
4.99% of the Common Shares 1
6.97% of the Series B Preferred Shares
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 Includes Common Shares issuable upon conversion of the Series B Preferred
Shares.
<PAGE>
Page 3 of 5 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Series
B Cumulative Convertible Preferred Stock (the "Series B Preferred Shares") and
shares of Common Stock, par value $1.00 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, and Amendment No. 1 thereto dated July 30, 1996 (collectively, the
"Initial Statement"). This Amendment No. 2 is being filed to report that: (i)
Soros Fund Management ("SFM"), of which the Reporting Person (as defined in the
Initial Statement) is sole proprietor, on behalf of and in its capacity as
principal investment advisor to Quantum Partners LDC, a Cayman Islands exempted
limited duration company ("Quantum Partners"), and Quasar International Partners
C.V., a Netherlands Antilles limited partnership ("Quasar Partners"), both of
which have Series B Preferred Shares held for their accounts, has mailed to the
Secretary of the Issuer a request for a special meeting of the holders of Series
B Preferred Shares (the "Special Meeting"), and (ii) solely as a result of an
increase in the number of outstanding Common Shares, the Reporting Person may no
longer be deemed to be the beneficial owner of more than 5% of the outstanding
Common Shares. The Special Meeting, which was requested pursuant to the
Certificate of Designation of the Series B Preferred Shares (the "Certificate"),
would be convened for the purpose of electing two additional directors to the
Board of Directors of the Issuer. Such directors are contemplated to be elected
by the holders of the Series B Preferred Shares when dividends payable on the
Series B Preferred Shares have not been paid for six quarters. 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 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.
Section 5 of the Certificate provides that when dividends payable
on the Series B Preferred Shares have been unpaid for six quarters, whether or
not consecutive, the holders of the Series B Preferred Shares shall have "the
exclusive right, voting separately as a class, to elect two directors of the
Corporation (the "Election Right"), such directors to be in addition to the
number of directors constituting the Board immediately prior to the accrual of
such right . . . ." This Section further states that the Election Right may be
exercised at a special meeting of the holders of the Series B Preferred Shares,
and that such a meeting shall be convened at the earliest practicable date upon
written request addressed to the Secretary of the Corporation by 20% of the
holders of the aggregate Liquidation Preference (as defined in the Certificate)
of the Series B Preferred Shares.
The Election Right has vested due to the fact that dividends on
the Series B Preferred Shares have been unpaid for six quarters. Accordingly, on
October 16, 1996, pursuant to Section 5 of the Certificate, SFM, on behalf of
each Quantum Partners and Quasar Partners, mailed a request for the Special
Meeting to the Secretary of the Issuer requesting that such meeting be convened
at the earliest practicable date for the purpose of electing two additional
directors to the Board of Directors of the Issuer. The number of Series B
Preferred Shares held for the accounts of Quantum Partners and Quasar Partners
is 240,400 and 56,800, respectively, or 297,200 in the aggregate, representing
6.97% of the outstanding Series B Preferred Shares. The foregoing description of
the provisions of the Certificate is qualified in its entirety by the actual
provisions of the Certificate.
Except as described herein and in the Initial Statement, 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 4 of 5 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 4.99% 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 held for
the account of Quantum Partners held for the account of Quasar Partners (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) There have been no transactions effected by the Reporting Person
with respect to the Common Shares during the past 60 days. 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) The Reporting Person recently became aware that he may no longer
be deemed to be the beneficial owner of more than 5% of the outstanding Common
Shares due to an increase in the number of outstanding Common Shares.
<PAGE>
Page 5 of 5 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: October 22, 1996 GEORGE SOROS
By: /S/ SEAN C. WARREN
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Sean C. Warren
Attorney in Fact
