SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
US Airways Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
(Upon Conversion of Series F Cumulative Convertible Senior
Preferred Stock)
- --------------------------------------------------------------------------------
(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
(718) 397-4250 (212) 558-3740
- --------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 21, 1997
------------------------------------
(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
<PAGE>
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
- --------------------
CUSIP NO. 911905 10 7
- --------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BritAir Acquisition Corp. Inc.
IRS Identification No. 521578385
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC, AF
- --------------------------------------------------------------------------------
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 28,059.364 shares of Series F Cumulative
SHARES Convertible Senior Preferred Stock
--------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 28,059.364 shares of Series F Cumulative
WITH Convertible Senior Preferred Stock
<PAGE>
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,059.364 shares of Series F Cumulative Convertible
Senior Preferred Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.3% of Common Stock (assuming conversion of Series F
Cumulative Convertible Senior Preferred Stock)
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Airways Plc
IRS Identification No. 131546240
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 28,059.364 shares of Series F Cumulative
SHARES Convertible Senior Preferred Stock
--------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 28,059.364 shares of Series F Cumulative
WITH Convertible Senior Preferred Stock
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,059.364 shares of Series F Cumulative Convertible
Senior Preferred Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
18.3% of Common Stock (assuming conversion of Series F
Cumulative Convertible Senior Preferred Stock)
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
Item 1. Security and Issuer
-------------------
This Statement relates to the common stock, par value $1.00
per share, of US Airways Group, Inc. ("US Airways"), Crystal Park Four, 2345
Crystal Drive, Arlington, Virginia 22227 (the "Common Stock"), which is issuable
upon conversion of the Series F Cumulative Convertible Senior Preferred Stock,
no par value (the "Series F Preferred Stock").
Item 4. Purpose of Transaction
----------------------
On May 21, 1997, BritAir Acquisition Corp. Inc. ("BritAir")
exercised its right to convert all its 28,059.364 shares of the Series F
Preferred Stock into 14,458,851 shares of the Common Stock of US Airways
pursuant to the Certificate of Designation of the Series F Preferred Stock and
Section 4(a) of the Stock Purchase Agreement, dated May 19, 1997, by and among
US Airways, British Airways Plc ("BA") and BritAir.
On May 21, 1997, BritAir also entered into an Underwriting
Agreement (attached hereto as Exhibit 1 (the "Underwriting Agreement") with
Goldman, Sachs & Co. ("Goldman Sachs"), providing for the sale by BritAir of
14,458,851 shares of the Common Stock of US Airways, to be received upon
conversion of BritAir's 28,059.364 shares of the Series F Preferred Stock, to
<PAGE>
Goldman Sachs. Under the terms of the Underwriting Agreement,
the purchase price for the Common Stock is $34.50 per share. A copy of the press
release, dated May 21, 1997, issued by BA and BritAir in connection with the
above transactions is attached hereto as Exhibit 99.1.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) BritAir, a wholly owned subsidiary of BA, directly owns
28,059.364 shares of the Series F Preferred Stock. Subject to restrictions on
foreign ownership of U.S. airlines, the 28,059.364 shares of the Series F
Preferred Stock held by BritAir are convertible into 14,458,851 shares of the
Common Stock of US Airways, which is equal to approximately 18.3%* of the total
number of shares of the Common Stock of US Airways outstanding (assuming
conversion of the Series F Preferred Stock).
(b) BritAir 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 owned by it.
(c) Not applicable.
(d) No person other than BritAir 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 the Series F Preferred Stock beneficially owned by BritAir.
- --------
* Based on the number of shares of Common Stock of US Airways outstanding as
of March 24, 1997, as disclosed in US Airways' Proxy Statement relating to
the Annual Meeting of Stockholders for 1997.
<PAGE>
(e) The reporting persons ceased to be the beneficial owners
of more than five percent of the Common Stock of US Airways on May 21, 1997.
Item 7. Material to be filed as Exhibits
--------------------------------
1. Underwriting Agreement, dated May 21, 1997, between BritAir
and Goldman Sachs.
2. Press Release, dated May 21, 1997, by BA and BritAir.
<PAGE>
SIGNATURES
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/ Tiffany Hall
------------------
Tiffany Hall
President
Dated: May 21, 1997
- --------
* Power of Attorney previously filed in Amendment No. 3 to the Schedule 13D
filed by BA and BritAir, dated February 14, 1997.
<PAGE>
EXHIBIT INDEX
Page on which
Exhibit appears
_______________
Ex-1 1. Underwriting Agreement, dated May 21, 1997,
between BritAir and Goldman Sachs.
Ex-99.1 2. Press Release, dated May 21, 1997, by BA
and BritAir.
Exhibit 1
UNDERWRITING AGREEMENT
May 21, 1997
Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004
Gentlemen:
This Underwriting Agreement will confirm the terms pursuant to
which (i) BritAir Acquisition Corp. Inc., a Delaware corporation (the "Seller"),
will sell to you (the "Underwriter"), and the Underwriter will purchase from the
Seller, 14,458,851 shares of Common Stock, par value $1.00 per share (the
"Common Shares"), of US Airways Group, Inc. (the "Issuer"), and (ii) the
Underwriter will make a public offering of the Common Shares.
1. Representations, Warranties and Agreements of the Seller.
The Seller represents and warrants to, and agrees with, the Underwriter that:
(a) Pursuant to the Investment Agreement, dated as of January
21, 1993, as amended as of June 9, 1995 (the "Investment Agreement"),
between British Airways Plc ("BA") and the Issuer, (i) on January 21,
1993, the Seller purchased 30,000 shares of the Issuer's Series F
Cumulative Convertible Senior Preferred Stock (the "Series F Preferred
Stock"), (ii) on June 10, 1993, the Seller purchased 152.1 shares of
the Issuer's Series T-1 Cumulative Convertible Exchangeable Senior
Preferred Stock (the "Series T-1 Preferred Stock") and (iii) on June
10, 1993, the Seller purchased 9,919.8 shares of the Issuer's Series T-
2 Cumulative Convertible Exchangeable Senior Preferred Stock (the
"Series T-2 Preferred Stock"). The Issuer has obligated itself to
<PAGE>
repurchase all of the Series T-1 Preferred Stock and the Series T-2
Preferred Stock and 1,940.636 shares of the Series F Preferred Stock.
The Seller has exercised its rights to convert the remaining 28,059.364
shares of Series F Preferred Stock into the Common Shares.
(b) The Seller has all requisite corporate power and authority
and has taken all corporate action necessary in order to enter into
this Agreement and to sell, assign, transfer and deliver the Common
Shares in accordance herewith. This Agreement constitutes a valid and
legally binding obligation of the Company enforceable in accordance
with its terms.
(c) Immediately prior to the Closing (as defined below), the
Seller will have good and valid title to the Common Shares, free and
clear of all liens, encumbrances, equities or claims (other than
pursuant to the Investment Agreement and this Agreement); and, upon
delivery of the Common Shares and payment therefor pursuant hereto,
good and valid title to the Common Shares, free and clear of all liens,
encumbrances, equities or claims, will pass to the Underwriter.
(d) The sale of the Common Shares by the Seller pursuant to
this Agreement will not (assuming compliance with this Agreement by the
Underwriter) conflict with, or result in a breach or violation of, any
of the terms or provisions of the Investment Agreement or the Stock
Purchase Agreement made and entered into the 19th day of May, 1997, by
and among the Issuer, BA and the Seller.
(e) On or prior to the Closing Date, the Common Shares shall
have been listed, subject to notice of issuance, on the New York Stock
Exchange.
2. Purchase and Sale of Common Shares.
(a) Subject to the terms and conditions set forth in this
Agreement, the Seller agrees to sell to the Underwriter, and the Underwriter
agrees to purchase from the Seller, the Common Shares at a purchase price per
share of $34.50.
-2-
<PAGE>
(b) The certificate evidencing the Common Shares will be made
available for inspection by the Underwriter at 2:00 p.m., New York time, on the
business day prior to the Closing Date, at the offices of Sullivan & Cromwell
referred to in Section 2(c) hereof.
(c) The certificate evidencing the Common Shares, together
with appropriate instruments for the transfer thereof to the Underwriter, shall
be delivered by the Seller to the Underwriter against payment by the Underwriter
of the aggregate purchase price therefor by wire transfer of immediately
available funds to the account of the Seller at _________. Such delivery shall
take place at the offices of Sullivan & Cromwell, 125 Broad Street, New York,
New York 10004, or at such other location as the Seller and the Underwriter may
agree in writing. The time and date of payment and delivery shall be 9:30 a.m.,
New York time, on May 27, 1997, or such other time and date as the Seller and
the Underwriter may agree in writing. The exchange of Common Shares for the
purchase price therefor is herein referred to as the "Closing". The date on
which such Closing occurs is herein referred to as the "Closing Date".
3. Public Offering of Common Shares. The Underwriter has been
informed by the Seller that compliance with Section 7.1(b)(i) of the Investment
Agreement requires that the Common Shares be sold in an underwritten public
offering primarily in the United States, and that in order to satisfy that
requirement BA and the Seller are relying on the Underwriter to comply, and the
Underwriter agrees that it will comply, in connection with the resale by the
Underwriter of the Common Shares, with the following requirements:
(a) the Common Shares shall be offered to the public in a
manner consistent with the procedures that have been employed by the
Underwriter in an underwritten public offering of common stock;
(b) the Underwriter shall not sell more than 4,000,000 Common
Shares to any person; and
(c) not more than an aggregate of 3,000,000 Common Shares
shall be offered or sold by the Underwriter outside the United States
and such
-3-
<PAGE>
offers and sales shall be made only to foreign investors set forth on
Annex 3(c) hereto.
In offering or selling the Common Shares, the Underwriter
shall not refer to the Issuer's Registration Statement on Form S-1 (Registration
No. 333-25967) or the prospectus therein, and shall not furnish or refer to any
information, or make any statement, regarding the Common Shares or the Issuer
which purports to be on behalf of BA or the Seller. Neither BA nor the Seller
has authorized the Underwriter to make any statement with respect to, or to
furnish or refer to any information with respect to, the Issuer or the Common
Shares (including, without limitation, any filing by the Issuer pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, or any rules or regulations thereunder), and no such statement or
information shall be made, furnished or referred to by the Underwriter on behalf
of BA or the Seller.
4. Conditions to Closing. The obligation of the Underwriter to
accept and pay for the Common Shares is subject to the following conditions:
(a) The representations and warranties of the Seller contained
herein shall be true and correct when made and at and as of the Closing
Date.
(b) The Seller shall have performed and complied with all
agreements on its part to be performed or complied with prior to or on
the Closing Date pursuant hereto.
(c) Sullivan & Cromwell, counsel to the Seller, shall have
delivered to the Underwriter a copy of its opinion to the Issuer in the
form attached, together with a letter addressed to the Underwriter to
the effect that the Underwriter is entitled to rely thereon as if such
opinion had been addressed to the Underwriter.
5. Expenses. The Seller agrees with the Underwriter that the
Seller will pay or cause to be paid (i) the fees, disbursements and expenses of
counsel to the Seller in connection with the transactions contemplated by this
Agreement and (ii) all expenses and taxes incident to the sale and delivery of
the Common Shares. The Underwriter will
-4-
<PAGE>
pay all of its own costs and expenses, including the fees of its counsel, stock
transfer and other taxes on sale of the Common Shares by it, and any advertising
expenses connected with any offers it makes.
6. Survival of Agreements, Etc. All representations,
warranties, covenants and agreements made herein or in connection with the
transactions contemplated hereby shall survive the execution and delivery of
this Agreement and the purchase and sale of the Common Shares by the
Underwriter.
7. Non-Assignability and Successors. This Agreement and the
rights and obligations hereunder may not be assigned or otherwise transferred by
any party without the prior written consent of the others. This Agreement shall
be binding upon, and inure solely to the benefit of, the Underwriter, BA and the
Seller, and their respective successors and permitted assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement. No
purchaser of Common Shares from the Underwriter, by virtue of such purchase,
shall be deemed a successor or assign of the Underwriter.
8. Headings. The headings in this Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
9. Amendments. This Agreement cannot be modified, amended or
terminated except by an instrument in writing signed by the Seller and the
Underwriter; provided, however, that any provision of this Agreement may be
waived only by the party to be charged with the waiver and only by a duly
executed writing.
10. Time of Essence. Time shall be of the essence in this
Agreement.
11. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
12. Notices. All notices and other communications hereunder
shall be in writing and shall be sent as follows:
(i) If to the Seller:
BritAir Acquisition Corp. Inc.
-5-
<PAGE>
1105 North Market Street
Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
Attention: Paul Jasinski
with copies to
British Airways Plc
Speedbird House
Heathrow Airport (London)
Hounslow TW6 2JA
England
Attention: Legal Director
and
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Benjamin F. Stapleton
(ii) If to the Underwriter:
Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004
Attention: Legal Department
13. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the Underwriter and the Seller and
supersedes all prior agreements and understandings relating to the subject
matter hereof.
14. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.
-6-
<PAGE>
IN WITNESS WHEREOF, the Seller has executed this Agreement as
of the day and year first above written.
BRITAIR ACQUISITION CORP. INC.
By: /s/ Paul Jasinski
--------------------
Name: Paul Jasinski
Title: Secretary
Accepted and agreed as of
the date first above written:
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
- ------------------------
-7-
EX-99.1
BRITISH AIRWAYS DISPOSES OF US AIRWAYS SHARES
NEW YORK, MAY 21, 1997: British Airways Plc announced today that its wholly-
owned subsidiary, BritAir Acquisition Corp. Inc., has entered into an agreement
with Goldman Sachs & Co. to sell its remaining investment in US Airways - 14.46
million shares of US Airways common stock - for $499 million, or $34.50 per
share.
On Tuesday (May 20) British Airways became obligated to sell all of its Series
T-1 and T-2 Preferred Shares and a portion of its Series F Preferred Shares, to
US Airways for an aggregate of $126 million. British Airways will realize total
proceeds of $625 million from the disposition of its entire equity interest in
US Airways which it acquired at an original cost of $401 million, a profit of
$224 million.
Bob Ayling, Chief Executive, said: "This is an excellent deal for British
Airways and its shareholders. It realizes the potential of the deal we struck
with USAir four years ago and completes the disposal of our investment."
On Monday (May 19), British Airways announced record profits of $900 million for
the year ending March 31, a 16.9 per cent increase over the previous year. The
airline said that the value of its investment in US Airways had been restated at
its original cost, reversing the 50 per cent write-down made two years ago,
pending the disposal of the shares.
The alliance between USAir and British Airways was announced in January, 1993.
The agreement provided an immediate investment of $300 million by British
Airways in convertible preferred USAir shares for an initial 19.9 per cent
voting interest.
In April of 1993, in conjunction with USAir's sale of 10 million shares of
common stock, British Airways paid another $100 million for additional preferred
stock which raised its holding in the US Air Group to 24.6 per cent.
The investment agreement gave British Airways options over the next five years
to invest up to a further $450 million in additional preferred shares in USAir
in two tranches if regulatory and financial conditions permitted. These options
were never exercised.
In October 1996, USAir served notice on British Airways that it was seeking to
end its code share relationship and the link between the two carrier's frequent
flyer programmes.
