UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
USAir Group, Inc.
------------------------------
(Name of Issuer)
Series B Cumulative Convertible Preferred Stock
-------------------------------------------------------
(Title of Class of Securities)
911905305
--------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 1997
-------------------------------------
(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 [_].
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 8 Pages
<PAGE>
Page 2 of 8 Pages
SCHEDULE 13D
CUSIP No. 911905305
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Soros Fund Management LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
OO;IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No. 911905305
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 8 Pages
SCHEDULE 13D
CUSIP No. 911905305
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley F. Druckenmiller (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [X]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 8 Pages
This Amendment No. 4 to Schedule 13D relates to shares of Series B
Cumulative Convertible Preferred Stock (the "Series B Preferred Shares" or the
"Shares") of USAir Group, Inc. (the "Issuer"). This Amendment No. 4
supplementally amends the initial statement on Schedule 13D dated April 29,
1996, filed by one of the Reporting Persons, and all amendments thereto
(collectively, the "Initial Statement"). This Amendment No. 4 is being filed by
the Reporting Persons to report that Quantum Partners and Quasar Partners have
disposed of all Shares held for their respective accounts, and, as such, the
Reporting Persons no longer may be deemed the beneficial owners of five percent
or more of the outstanding Shares of the Issuer. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial owner
of no Shares.
(b) Not applicable.
(c) Except for the transactions listed on Annex B hereto, there have
been no transactions effected with respect to the Shares since January 27, 1997
(60 days prior to the date hereof) by Quantum Partners, Quasar Partners or by
any of the Reporting Persons. All of the transactions listed on Annex B hereto
were executed in routine brokerage transactions on the New York Stock Exchange.
(d) Not applicable.
(e) The Reporting Persons ceased to be beneficial owners of five
percent or more of the outstanding Shares on March 26, 1997.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros
in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to
Amendment No. 3 and incorporated herein by reference).
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as
Exhibit B to Amendment No. 3 and incorporated herein by reference).
C. Joint Filing Agreement dated January 1, 1997 by and among SFM, Mr.
Soros and Mr. Druckenmiller (filed as Exhibit C to Amendment No. 3 and
incorporated herein by reference).
<PAGE>
Page 6 of 8 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: March 27, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 7 of 8 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 8 of 8 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE SERIES B PREFERRED SHARES OF
USAIR GROUP, INC.
Date of Nature of
For the Account of Transaction Transaction Number of Shares Price Per Share
- ------------------ ------------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quasar Partners/1/ 3/26/97 SELL 4,400 76.125
3/26/97 SELL 1,000 76.112
3/26/97 SELL 1,000 76.112
3/26/97 SELL 500 76.154
3/26/97 SELL 1,200 76.119
3/26/97 SELL 400 76.154
3/26/97 SELL 2,000 76.133
3/26/97 SELL 20,000 76.127
3/26/97 SELL 10,000 76.129
3/26/97 SELL 15,700 76.127
Quantum Partners/1/ 3/26/97 SELL 17,400 76.126
3/26/97 SELL 13,100 76.129
3/26/97 SELL 4,000 76.123
3/26/97 SELL 4,000 76.123
3/26/97 SELL 2,000 76.123
3/26/97 SELL 4,800 76.146
3/26/97 SELL 1,600 76.146
3/26/97 SELL 8,000 76.123
3/26/97 SELL 80,000 76.128
3/26/97 SELL 40,000 76.128
3/26/97 SELL 62,900 76.125
_________
/1/ Transactions effected at the direction of SFM LLC.
</TABLE>
