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: March 20, 1997
US Airways Group, Inc.
(Commission file number: 1-8444)
and
US Airways, Inc.
(Commission file number: 1-8442)
(Exact names of registrants as specified in their charters)
Delaware US Airways Group, Inc. 54-1194634
(State of Incorporation US Airways, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
US Airways Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal, executive offices)
(703) 872-5306
(Registrant's telephone number)
US Airways, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal, executive offices)
(703) 872-5306
(Registrant's telephone number)
Item 5. Other Events
On March 14, 1997, US Airways 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 March 14, 1997, from
British Airways Plc to US Airways
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.
US Airways Group, Inc.
Date: March 20, 1997 By: /s/ Lawrence M. Nagin
------------------------------
Lawrence M. Nagin
Executive Vice President,
Corporate Affairs & General
Counsel
US Airways, Inc.
Date: March 20, 1997 By: /s/ Lawrence M. Nagin
-------------------------------
Lawrence M. Nagin
Executive Vice President,
Corporate Affairs & General Counsel
EXHIBIT INDEX
Designation Description Page
99.1 Letter, dated March 14, 1997, N/A
from British Airways Plc to US
Airways Group, Inc.
14 March 1997
USAir Group Inc.,
Crystal Park Four,
2345, Crystal Drive,
Arlington,
Virginia 22227,
USA
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 21
January 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 9,919.8 shares of Series T-2
Cumulative Convertible Exchangeable Senior Preferred
Stock ("Series T-2 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) of the Investment Agreement.
The Offer Price (as calculated pursuant to clauses
(ii)(B) and (iii)(B) of the third sentence of Section 7.2
of the Investment Agreement) is $10,037.88 per share of
Series T-2 Preferred Stock. Pursuant to Section 7.2 of
the Investment Agreement, USAir has until 14 May, 1997 to
give notice to BA that USAir elects to purchase the
Series T-2 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 sale of the Series T-2 Preferred
Stock in accordance with the terms of Section 7.2 of the
Investment Agreement.
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/ Roger Maynard
ROGER MAYNARD
