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 18, 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 August 18, 1997, US Airways Group, Inc. issued a
press release, which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Designation Description
99.1 Press Release entitled "US Airways to
Redeem Series B Preferred Stock"
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 18, 1997 By:/s/ Lawrence M. Nagin
------------------------------------
Lawrence M. Nagin
Executive Vice President,
Corporate Affairs & General
Counsel
US Airways, Inc.
Date: August 18, 1997 By:/s/ Lawrence M. Nagin
------------------------------------
Lawrence M. Nagin
Executive Vice President,
Corporate Affairs & General
Counsel
EXHIBIT INDEX
Exhibit No. Description Page
99.1 Press Release entitled "US N/A
Airways to Redeem Series B
Preferred Stock"
Exhibit 99.1
US AIRWAYS TO REDEEM SERIES B PREFERRED STOCK
ARLINGTON, Va. August 18, 1997 -- US Airways Group, Inc. said today
that it has exercised its right to redeem all of its outstanding Series B
preferred stock. The redemption price will be $51.75 per depositary share
plus accrued dividends of approximately 36.46 cents as of the redemption
date, Sept. 15, 1997.
"With this action, we not only will have fulfilled our obligations to
our Series B shareholders but also will bring value to all shareholders of
the company. We will save approximately $19 million in annual dividend
payments on the Series B preferred. Along with the repurchase and
conversion earlier this year of the Series F and T preferred, we will
recognize a total of approximately $46 million in savings on annual
dividend payments on preferred stock," said US Airways Chairman and CEO
Stephen M. Wolf.
The Series B stock trades publicly as depositary shares, each of
which represents 1/100 of a share of the preferred stock. Each depositary
share is convertible, at the holder's option, into 2.4925 shares of the
company's common stock. Holders of depositary shares who wish to convert
must do so before the close of business on September 15. At a common stock
price of $36.50 per share, the closing price on August 15, 1997, each
depositary share would have a value in common stock of $90.98, less any
commissions or other expenses of sale. This compares to the cash redemption
payment of approximately $52.11 including accrued dividends. Cash will be
paid in lieu of fractional shares.
A notice of redemption and letter of transmittal has been sent to
holders of the Series B depositary shares. These documents include
instructions on how to convert the depositary shares into common stock and
how to receive the redemption payment for any unconverted depositary
shares. The company has appointed ChaseMellon Shareholder Services, L.L.C.
(1-800-777-3674), located at 120 Broadway, 13th Floor, New York, NY 10271,
as its redemption and conversion agent.
In a step that facilitates the redemption of the Series B preferred
stock, Berkshire Hathaway Inc. has exchanged all of its senior Series A
preferred shares for shares of a new Series H senior preferred.
