SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
USAir Group, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
(Upon Conversion of Series F Cumulative Convertible Senior
Preferred Stock, Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and Series T-2
Cumulative Convertible Exchangeable Senior Preferred Stock)
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(Title of Class of Securities)
911905 10 7
--------------------------------
(CUSIP Number)
Paul Jasinski Benjamin F. Stapleton
British Airways Plc Sullivan & Cromwell
75-20 Astoria Boulevard 125 Broad Street
Jackson Heights, New York 11370 New York, New York 10004
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 14, 1997
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(Date of Event which Requires Filing of this Statement)
If a 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
disclosures 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).
<PAGE>
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CUSIP NO. 911905 10 7
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BritAir Acquisition Corp. Inc.
IRS Identification No. 521578385
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 30,000 shares of Series F Cumulative Convertible
SHARES Senior Preferred Stock, 152.1 shares of Series T-1
Cumulative Convertible Exchangeable Senior Preferred
Stock and 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 30,000 shares of Series F Cumulative Convertible
Senior Preferred Stock, 152.1 shares of Series T-1
Cumulative Convertible Exchangeable Senior Preferred
Stock and 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock
-2-
<PAGE>
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000 shares of Series F Cumulative Convertible Senior Preferred Stock,
152.1 shares of Series T-1 Cumulative Convertible Exchangeable Senior
Preferred Stock and 9,919.8 shares of Series T-2 Cumulative Convertible
Exchangeable Senior Preferred Stock
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.11% of Common Stock (assuming Conversion of Series F Cumulative
Convertible Senior Preferred Stock, Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and Series T-2 Cumulative Convertible
Exchangeable Series Preferred Stock)
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14. TYPE OF REPORTING PERSON
CO
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-3-
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Airways Plc
IRS Identification No. 131546240
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7. SOLE VOTING POWER
NUMBER OF 30,000 shares of Series F Cumulative Convertible
SHARES Senior Preferred Stock, 152.1 shares of Series T-1
Cumulative Convertible Exchangeable Senior Preferred
Stock and 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock (all
of the foregoing indirectly through Britair
Acquisition Corp. Inc.)
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 30,000 shares of Series F Cumulative Convertible
Senior Preferred Stock, 152.1 shares of Series T-1
Cumulative Convertible Exchangeable Senior Preferred
Stock and 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock (all
of the foregoing indirectly through Britair
Acquisition Corp. Inc.)
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10. SHARED DISPOSITIVE POWER
-0-
-4-
<PAGE>
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,000 shares of Series F Cumulative Convertible Senior Preferred
Stock, 152.1 shares of Series T-1 Cumulative Convertible Exchangeable
Senior Preferred Stock and 9,919.8 shares of Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock (all of the foregoing
indirectly through Britair Acquisition Corp.
Inc.)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.11% of Common Stock (assuming Conversion of Series F Cumulative
Convertible Senior Preferred Stock, Series T-1 Cumulative Convertible
Exchangeable Senior Preferred Stock and Series T-2 Cumulative Convertible
Exchangeable Series Preferred Stock)
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14. TYPE OF REPORTING PERSON
CO
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-5-
<PAGE>
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $1.00 per share,
of USAir Group, Inc. ("USAir"), Crystal Park Four, 2345 Crystal Drive,
Arlington, Virginia 22227, which is issuable upon conversion of the Series F
Cumulative Convertible Senior Preferred Stock, without par value (the "Series F
Preferred Stock"), the Series T-1 Cumulative Convertible Exchangeable Senior
Preferred Stock (the "Series T-1 Preferred Stock") and the Series T-2 Cumulative
Convertible Exchangeable Senior Preferred Stock (the "Series T-2 Preferred
Stock", and, collectively with the Series F Preferred Stock and the Series T-1
Preferred Stock, the "USAir Preferred Stock") held by the entities making this
filing.
Item 4. Purpose of Transaction
On December 17, 1996, British Airways Plc ("BA") sent a letter to USAir
notifying USAir, pursuant to the Investment Agreement between USAir and BA,
dated as of January 21, 1993, as amended (the "Investment Agreement"), that BA's
wholly-owned subsidiary, BritAir Acquisition Corp. Inc., intends to sell in one
or more underwritten public offerings or privately negotiated transactions all
of the 30,000 shares of Series F Preferred Stock, the 152.1 shares of Series T-1
Preferred Stock and the 9,919.8 shares of Series T-2 Preferred Stock owned by
it.
In connection with the proposed sale, and pursuant to the Investment
Agreement, USAir has the right of first
-6-
<PAGE>
offer to purchase such stock. On February 14, 1997, USAir sent a letter
(attached hereto as Exhibit 1) to BA notifying BA that USAir will not exercise
its right of first offer. Accordingly, BA will proceed with its intention to
sell in one or more underwritten public offerings or privately negotiated
transactions all of the 30,000 shares of Series F Preferred Stock, the 152.1
shares of Series T-1 Preferred Stock and the 9,919.8 shares of Series T-2
Preferred Stock owned by it.
Item 5. Interest in Securities of the Issuer
(a) BritAir owns directly 30,000 shares of Series F Preferred Stock,
152.1 shares of Series T-1 Preferred Stock and 9,919.8 shares of Series T-2
Preferred Stock. Subject to restrictions on foreign ownership of U.S. airlines,
the 30,000 shares of Series F Preferred Stock held by BritAir are convertible
into 15,458,850 shares of Common Stock, the 152.1 shares of Series T-1 Preferred
Stock are convertible into 74,195 shares of Common Stock and the 9,919.8 shares
of Series T-2 Preferred Stock are convertible into 3,757,500 shares of Common
Stock. Collectively, the total of such shares of Common Stock is equal to
approximately 23.11%* of the total number of shares of Common Stock of the
Company outstanding (assuming full conversion of the USAir Preferred Stock into
Common Stock). BA does not beneficially own any shares of Common Stock of the
Company; however, BritAir is a wholly owned subsidiary of BA.
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* Based on the number of shares of Common Stock of the Company outstanding as
of October 31, 1996, as disclosed in USAir's Form 10-Q for the period
ended September 30, 1996.
-7-
<PAGE>
(b) BritAir, a wholly owned subsidiary of BA, has the sole power to
vote, or to direct the vote, and the sole power to dispose of, or to direct the
disposition of, the shares of Series F Preferred Stock, the Series T-1 Preferred
Stock and the Series T-2 Preferred Stock owned by it.
No transactions in the shares of Series F Preferred Stock, the Series
T-1 Preferred Stock, or the Series T-2 Preferred Stock were effected by the
Reporting Person since the most recent filing on Schedule 13D.
-8-
<PAGE>
(d) No person other than BritAir, a wholly owned subsidiary of BA, has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Series F Preferred Stock, the
Series T-1 Preferred Stock or the Series T-2 Preferred Stock beneficially owned
by BritAir.
(e) Not applicable
Item 7. Material to be filed as Exhibits
1. Letter, dated February 14, 1997, from USAir to BA.
-9-
<PAGE>
SIGNATURES
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Each of the undersigned certifies that after reasonable inquiry and to
the best of its knowledge and belief, the information set forth in this
Statement is true, complete and correct.
BRITISH AIRWAYS PLC
By /s/ Paul Jasinski
-----------------
Paul Jasinski
Authorized Representative
BRITAIR ACQUISITION CORP. INC.
By /s/ Paul Jasinski
-----------------
Paul Jasinski
Authorized Representative
Dated: February 14, 1997
-10-
<PAGE>
DELEGATION OF POWER
I, Barbara Cassani, pursuant to Paragraph 12 of the Power of
Attorney for the United States granted to me by British Airways Plc, dated
October 8, 1993, do hereby appoint Paul Jasinski, General Counsel USA, to act as
Attorney in my place and to discharge any and all responsibilities and powers
contained in the aforesaid Power of Attorney for one (1) year from the date of
execution of this document.
/s/ Barbara Cassani
-------------------
Barbara Cassani
General Manager USA and Alliances
Sworn to before me, a
Notary Public, this 17th
date of October, 1996
/s/ James B. Blaney
- -------------------
James B. Blaney
Notary Public, State of New York
No. 02BL4919572
Qualified in New York County
Commission expires Jan 19, 1998
<PAGE>
By this Power of Attorney given the eighth day of October One thousand nine
hundred and ninety three BRITISH AIRWAYS Plc a company registered and existing
under the Laws of the United Kingdom of Great Britain and Northern Ireland whose
Registered Office is situate at Speedbird House Heathrow Airport London England
(hereinafter called "the Company") HEREBY APPOINTS Barbara Cassani (hereinafter
called "the said Attorney") to be the Attorney of the Company in The United
States of America (hereinafter called "the Designated Area") for and in the name
of and on behalf of the Company to do all or any of the following things in
connection with the business carried on by the Company of transporting
passengers mails and cargo.
1. TO apply to the Government of the Designated Area or to any other
appropriate authority for and to obtain any requisite decree of authorisation
licence or permission to enable the Company to register operate and carry on its
business in the Designated Area to effect such registration and to accept and
comply with any conditions subject to which any such decree of authorisation
licence or permission may be granted.
2. TO sign all necessary documents and make all proper declarations and
do all such other things as may be necessary in connection with the registration
of the Company in the Designated Area.
3. TO do all things requisite for compliance with the Laws Decrees and
Ordinances for the time being in force in the Designated Area or with the
regulations and requirements of any Government Department or judicial or other
authority relating to the business affairs of the Company.
4. TO manage transact and carry on the said business of the Company and
do all matters and things necessary or in any manner connected with the said
business and affairs of the Company within the Designated Area.
5. TO conduct banking accounts with Bankers appointed by the Company
under the terms of a Resolution passed by the Company and held by the said
Bankers.
6. FROM time to time either to purchase hire or take on lease any lands
buildings or other real property situate within the Designated Area or to sell
let on lease exchange or otherwise deal with any lands buildings or other real
property of the Company situate within the Designated Area.
7. TO buy and sell goods of all kinds for cash or on credit and to
contract for and carry out repairs and improvements of any kind whatsoever to
real and personal property of the Company situate within the Designated Area.
<PAGE>
8. TO receive or recover any moneys goods chattels effects or property
whether real or personal due owing or belonging to the Company under any
circumstances whatsoever and in respect of such moneys goods chattels effects or
property received or recovered to execute and deliver good and sufficient
receipts discharges releases acquittances or indemnities.
9. TO accept service of any legal process or notice required or
permitted by the Laws of the Designated Area to be served upon the Company.
10. TO sue and be sued to institute carry on defend compromise abandon
or submit to judgment in any legal proceedings to join in and submit to
arbitration to give security or indemnities for costs to pay money into Court
and to take full responsibility in all law suits and legal cases and proceedings
which may be brought by or against the Company or may otherwise concern the
Company in the Courts and other lawfully appointed tribunals of the Designated
Area.
11. TO carry out any written or cabled instructions (whether by way of
addition to or variation of the other powers hereby conferred) of which a letter
to the said Attorney containing such instructions signed on behalf of the
Company or a cable from Barclays Bank Plc to their Correspondents in the
Designated Area or a copy (or if in code a translation) of such cable certified
by such Correspondents conveying instructions from the Company to the said
Attorney shall without further authentication be sufficient evidence but so that
every person who has not received express notice of any such instructions shall
assume that none have been given.
12. TO substitute and appoint from time to time on receiving the
Company's approval either by letter or by telegram any person or persons to act
as Attorney or Attorneys in place of the said Attorney and from time to time on
receiving the Company's approval in either of the aforesaid manners every such
substitute or substitutes at pleasure to remove and another or others to appoint
in his or their place and stead.
13. TO authenticate and procure legal recognition of this Power of
Attorney in any locality and to file and register the same as the said Attorney
may think fit.
<PAGE>
AND for all and any of the above purposes to sign seal deliver execute
and do all such deeds transfers documents acts and things as may be necessary
and to employ and remunerate Bankers Brokers Lawyers and Agents.
THE COMPANY HEREBY RATIFIES AND AGREES TO CONFIRM all acts lawfully
done or caused to be done in exercise of the powers hereby conferred including
whatsoever shall be done between the revocation by any means of the powers so
exercised and the time of such revocation becoming known to the said Attorney or
any such substitute exercising the same AND IT IS HEREBY DECLARED that this
Power of Attorney shall at all times be conclusively binding on the Company in
favour of third parties who have not received notice of the revocation thereof.
AS from the date of the registration of this Power of Attorney with the
appropriate Authorities in THE UNITED STATES OF AMERICA the Company hereby
revokes the Power of Attorney dated the seventeenth day of October One thousand
nine hundred and ninety one given to JOHN STORY and every power and authority
thereby conferred.
IN WITNESS whereof the Company has caused its Common Seal to
be hereunto affixed the day and the year first before written.
THE COMMON SEAL OF British
Airways Plc was hereunto affixed in
the presence of:
Assistant Secretary
<PAGE>
UNITED KINGDOM OF GREAT BRITAIN)
CITY OF LONDON E N G L A N D ) SS.
I, ANDREW NICHOLAS ROBINSON, of the City of London, Notary Public duly
admitted and sworn practising in the said City,
DO HEREBY CERTIFY AND ATTEST:
THAT the Seal affixed at foot of the hereunto annexed Power of Attorney
is the genuine Common Seal of "BRITISH AIRWAYS Plc", a Company duly incorporated
and existing under the laws of England, registered at the Companies Registration
Office for England and Wales under No. 1777777 and having its Registered Office
at Speedbird House, Heathrow Airport, (London), Hounslow TW6 2JA, Middlesex,
England.
THAT the signature set and subscribed at foot of the said Power of
Attorney is truly that of PAUL HENRY JARVIS, Assistant Secretary of the said
Company.
AND THAT the said Power for Attorney, being so sealed and signed, is
binding on the said Company in accordance with the provisions of English law.
IN TESTIMONY WHEREOF I have hereunto set my hand and affixed my Seal of
Office in the City of London aforesaid, this fourteenth day of October One
thousand nine hundred and ninety-three.
/s/ A. N. Robinson
------------------
A. N. Robinson
<PAGE>
APOSTILLE
(Hague Convention of 5 October 1961/
Convention de la Haye du 5 octobre 1961)
1. Country: United Kingdom of Great Britain and Northern Ireland
Pays: Royaume-Uni de Grande-Bretagne et d'Irlande du Nord
This public document/Le present acte public
2. has been signed by A.N. ROBINSON
a ete signe par ..................................................
3. acting in the capacity of Notary Public
agissant en qualite de ...........................................
4. bears the seal/stamp of THE SAID NOTARY PUBLIC
est revetu du sceau/timbre de ....................................
Certified/Atteste 14 OCT 1993
5. at London/a Londres 6. the/le .......................
7. by Her Majesty's Principal Secretary of State for Foreign and
Commonwealth Affairs/par le Secretaire d'Etat Principal de Sa
Majeste aux Affaires Etrangeres et du Commonwealth.
8. Number/sous No G 198141
9. Stamp: 10. Signature:
Timbre:
<PAGE>
EXHIBIT INDEX
Page on which
Exhibit appears
---------------
Ex-99.1. Letter, dated February 14, 1997,
from USAir Group, Inc. to British Airways Plc.
-11-
EX-99.1
USAir
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February 14, 1997
Via Facsimile & U.S. Mail
British Airways Plc
Speedbird House
Heathrow Airport (London)
Hounslow TW6 2JA
England
Attention: Legal Director
Ladies and Gentlemen:
Please be advised that USAir Group, Inc. will not exercise its Right of
First Offer provided for under Section 7.2 in the Investment Agreement, dated as
of January 21, 1993.
Very truly yours,
/s/ Lawrence M. Nagin
---------------------
Lawrence M. Nagin
LMN:eb
cc: Benjamin F. Stapleton
Sullivan & Cromwell
Peter Atkins
Skadden, Arps, Slate, Meagher & Flom
