UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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.
399 Park Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 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 [_].
Check the following box if a fee is being paid with the statement [_].** (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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.
Continued on following page(s)
Page 1 of 15 Pages
Exhibit Index: Page 12
- ------------------------
* Initial filing with respect to Soros Fund Management LLC and Mr.
Stanley F. Druckenmiller.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
<PAGE>
SCHEDULE 13D
CUSIP No. 911905305 Page 2 of 15 Pages
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 294,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 294,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
294,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.90%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 911905305 Page 3 of 15 Pages
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 294,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
294,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
294,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.90%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 911905305 Page 4 of 15 Pages
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 294,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
294,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
294,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
6.90%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 15 Pages
This Amendment No. 3 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. 3
supplementally amends the initial statement on Schedule 13D dated April 29,
1996, and all amendments thereto (collectively, the "Initial Statement") filed
by one of the Reporting Persons (as defined herein). This Amendment No. 3 is
being filed by the Reporting Persons to report the transfer of the investment
advisory contracts between (i) Soros Fund Management ("SFM") and Quantum Fund
N.V., a Netherlands Antilles company, ("Quantum Fund"), whose principal
operating subsidiary is Quantum Partners LDC, a Cayman Islands exempted limited
duration company ("Quantum Partners"), and (ii) SFM and Quasar International
Partners C.V., a Netherlands Antilles limited partnership ("Quasar Partners").
SFM was granted investment discretion over portfolio investments, including the
Shares, held for the accounts of Quantum Partners and Quasar Partners pursuant
to these investment advisory contracts. The investment advisory contracts have
been transferred from SFM to Soros Fund Management LLC ("SFM LLC"), a newly
formed Delaware limited liability company. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
Item 2. Identity and Background.
This statement is being filed on behalf of SFM LLC, Mr. George
Soros ("Mr. Soros") and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller," and
together with SFM LLC and Mr. Soros, the "Reporting Persons"). This statement
relates to Shares held for the accounts of Quantum Partners and Quasar Partners.
Effective as of January 1, 1997, SFM, a sole proprietorship of
which Mr. Soros is the sole proprietor, transferred its investment advisory
contract with Quantum Fund and Quasar Partners to SFM LLC as part of a
restructuring of the business of SFM, which will now be conducted through SFM
LLC. SFM LLC has its principal office at 888 Seventh Avenue, 33rd Floor, New
York, New York 10106. Its principal business is to serve, pursuant to contract,
as the principal investment manager to several foreign investment companies (the
"SFM Clients"), including Quantum Fund, Quantum Partners and Quasar Partners.
Each of Quantum Fund, Quantum Partners and Quasar Partners has its principal
office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. SFM LLC's
contracts with SFM Clients generally provide that SFM LLC is responsible for
designing and implementing the SFM Clients' overall investment strategy; for
conducting direct portfolio management strategies to the extent that SFM LLC
determines that it is appropriate to utilize its own portfolio management
capabilities; for selecting, evaluating and monitoring other investment advisors
who manage separate portfolios on behalf of SFM Clients; and for allocating and
reallocating the SFM Clients' assets among the outside managers and itself.
The business of SFM LLC is managed through a Management Committee
(the "Management Committee") comprised of Mr. Soros, Mr. Druckenmiller and Mr.
Gary Gladstein. Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the securities held for the accounts of the SFM Clients. Set
forth in Annex A hereto and incorporated by reference in response to this Item 2
and elsewhere in this Schedule 13D as applicable is a list of the Managing
Directors of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
<PAGE>
Page 6 of 15 Pages
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager, each may be deemed the
beneficial owner of securities, including the Shares, held for the accounts of
Quantum Partners and Quasar Partners as a result of the contractual authority of
SFM LLC to exercise voting and dispositive power with respect to such
securities.
During the past five years, none of the Reporting Persons,
Quantum Partners, Quasar Partners and, to the best of the Reporting Persons'
knowledge, any other person identified in response to this Item 2 has been (a)
convicted in a criminal proceeding, or (b) a party to any civil proceeding as a
result of which he has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The securities held for the accounts of the SFM Clients may be
held through margin accounts maintained with brokers, which extend margin credit
as and when required to open or carry positions in its margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Quantum Partners and Quasar Partners were
acquired or disposed of for investment purposes. Neither Quantum Partners,
Quasar Partners, the Reporting Persons nor, to the best of their knowledge, any
of the other individuals identified in response to Item 2, has any plans or
proposals that relate to or would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons
reserve the right to acquire, or cause to be acquired, additional securities of
the Issuer, to dispose of, or cause to be disposed, such securities at any time
or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general investment
and trading policies of Reporting Persons and/or SFM Clients, market conditions
or other factors.
<PAGE>
Page 7 of 15 Pages
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of 294,000 Shares (approximately 6.90% of the total number of Shares
outstanding). This number consists of: (i) 237,800 Shares held for the account
of Quantum Partners, and (ii) 56,200 Shares held for the account of Quasar
Partners.
(b) (i) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC, SFM LLC may be deemed to have sole power to direct the voting
and disposition of the 237,800 Shares held for the account of Quantum Partners.
(ii) Pursuant to the terms of the contract between Quantum
Fund and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 237,800
Shares held for the account of Quantum Partners.
(iii) Pursuant to the terms of the contract between Quasar
Partners and SFM LLC, SFM LLC may be deemed to have sole power to direct the
voting and disposition of the 56,200 Shares held for the account of Quasar
Partners.
(iv) Pursuant to the terms of the contract between Quasar
Partners and SFM LLC and as a result of the positions held by Mr. Soros and Mr.
Druckenmiller with SFM LLC, each of Mr. Soros and Mr. Druckenmiller may be
deemed to have shared power to direct the voting and disposition of the 56,200
Shares held for the account of Quasar Partners.
(c) Except as disclosed in Item 2 hereof, which is incorporated
by reference in this Item 5, and the transactions listed on Annex B hereto,
there have been no transactions effected with respect to the Shares since
November 2, 1996 (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 trades on the New York Stock Exchange.
(d) The shareholders of Quantum Partners, including Quantum Fund,
have the right to participate in the receipt of dividends from, or proceeds from
the sale of, securities, including the Shares, held for the account of Quantum
Partners in accordance with their ownership interests in Quantum Partners. The
partners of Quasar Partners, including Quasar International Fund N.V., a
Netherlands Antilles corporation, have the right to participate in the receipt
of dividends from, or proceeds from the sale of, securities held by Quasar
Partners in accordance with their partnership interests in Quasar Partners.
(e) Not applicable.
<PAGE>
Page 8 of 15 Pages
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quantum
Partners, Quasar Partners and/or other SFM Clients may lend portfolio securities
to brokers, banks or other financial institutions. These loans typically
obligate the borrower to return the securities, or an equal amount of securities
of the same class, to the lender and typically provide that the borrower is
entitled to exercise voting rights and to retain dividends during the term of
the loan. From time to time to the extent permitted by applicable laws, each of
the Reporting Persons, Quantum Partners, Quasar Partners and/or other SFM
Clients may borrow securities, including the Shares, for the purpose of
effecting, and may effect, short sale transactions, and may purchase securities
for the purpose of closing out short positions in such securities.
Except as disclosed above, the Reporting Persons, Quantum
Partners, Quasar Partners and other SFM Clients do not have any contracts,
arrangements, understandings or relationships with respect to any securities of
the Issuer.
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.
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.
C. Joint Filing Agreement dated January 1, 1997 by and among SFM,
Mr. Soros and Mr. Druckenmiller.
<PAGE>
Page 9 of 15 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: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
<PAGE>
Page 10 of 15 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
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.
<PAGE>
Page 11 of 15 Pages
<TABLE>
<CAPTION>
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK 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\ 12/04/96 SELL 200 69.997
12/04/96 SELL 400 70.227
Quantum Partners\1\ 12/04/96 SELL 1,000 69.997
12/04/96 SELL 1,600 70.227
</TABLE>
1 Transactions effected at the direction of SFM.
<PAGE>
Page 12 of 15 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997 granted by
Mr. George Soros in favor of Mr. Sean C. Warren and Mr.
Michael C. Neus.......................................... 13
B. Power of Attorney dated as of January 1, 1997 granted by
Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren
and Mr. Michael C. Neus................................... 14
C. Joint Filing Agreement dated January 1, 1997 by and among
Soros Fund Management LLC, Mr. George Soros and Mr.
Stanley F. Druckenmiller.................................. 15
Page 13 of 15 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
-----------------------------------
GEORGE SOROS
Page 14 of 15 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
-----------------------------------
STANLEY F. DRUCKENMILLER
Page 15 of 15 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the securities of USAir Group, Inc. dated January 1, 1997 is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: January 1, 1997 SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Managing Director
GEORGE SOROS
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
-----------------------------
Sean C. Warren
Attorney-in-Fact
