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UNITED STATES
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: August 6, 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) 872-7000
(Registrant's telephone number)
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Item 2. Acquisition or Disposition of Assets
On July 30, 1997, Galileo International, Inc. ("Galileo")
completed an initial public offering ("IPO") and used the
proceeds, together with the proceeds of bank financing, to
purchase Apollo Travel Services Partnership ("ATS"). USAM Corp.
("USAM"), a wholly-owned subsidiary of US Airways, Inc.
("US Airways"), owned approximately 21% of ATS.
Immediately preceding the IPO, Galileo International
Partnership ("GIP"), of which USAM owned an 11% interest, was
merged with and into a wholly-owned limited liability company
subsidiary of Galileo and USAM received shares in Galileo in the
same proportion as its partnership interest in GIP. As part of
the IPO, USAM sold some of its Galileo shares and its interest in
Galileo was reduced from 11% to approximately 6.7%.
USAM received proceeds of $62.2 million and recognized a
pre-tax gain of approximately $48 million from the sell-down of
its interest in Galileo and received proceeds of $162.0 million
and recognized a pre-tax gain of approximately $130 million in
connection with the ATS sale.
See also Item 7 below.
Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Statements
The information required hereunder is provided in accordance
with Article 11 of Regulation S-X.
USAM recognized pre-tax earnings from its investments in GIP
and ATS of $13.3 million and $36.4 million for the first quarter
of 1997 and all of 1996, respectively, recorded as part of
"Equity in earnings of affiliates." USAM's investment in GIP and
ATS was $74.6 million as of March 31, 1997, including goodwill of
$9.1 million. USAM will apply the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," for its remaining
investment in Galileo, which will be classified as "available for
sale."
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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: August 6, 1997 By: /s/ James A. Hultquist
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James A. Hultquist
Controller
(Chief Accounting Officer)
US Airways, Inc.
Date: August 6, 1997 By: /s/ James A. Hultquist
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James A. Hultquist
Controller
(Chief Accounting Officer)
