UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
USAIR GROUP INC.
______________________________
(Name of Issuer)
Series B Cumulative Convertible Preferred Stock
________________________________
(Title of Class of Securities)
91190530
(CUSIP Number)
Fred M. Stone, Esq., M.D. Sass Associates, Inc.
1185 Avenue of the Americas, New York, NY 10036
_________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 30, 1996
______________________________________________________
(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.
*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 the
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 1>
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
18,235
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
18,235
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,235
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.43%
14 TYPE OF REPORTING PERSON *
IA, CO
<PAGE 2>
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Investors Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
161,092
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
161,092
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,092
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
14 TYPE OF REPORTING PERSON *
IA, CO
<PAGE 3>
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.D. Sass Associates, Inc. Employees Profit Sharing Plan
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None. See Item 5(b)
8 SHARED VOTING POWER
3,308
9 SOLE DISPOSITIVE POWER
None. See Item 5(b)
10 SHARED DISPOSITIVE POWER
3,308
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,308
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
14 TYPE OF REPORTING PERSON *
EP
<PAGE 4>
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin D. Sass
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
281,689
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
281,689
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,689
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.61%
14 TYPE OF REPORTING PERSON *
IN
<PAGE 5>
SCHEDULE 13D
AMENDMENT NO. 1
CUSIP NO. 91190530
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James B. Rubin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
281,689
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
281,689
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,689
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.61%
14 TYPE OF REPORTING PERSON *
IN
<PAGE 6>
SCHEDULE 13D
AMENDMENT NO. 1
ITEM 1(a) Security and Issuer
This Amendment No. 1 to the statement on Schedule 13D previously filed
by the Reporting Persons relates to the Series B Cumulative Convertible
Preferred Stock, par value $50.00 per share (the "Stock"), of USAir Group Inc.
(the "Company"), a Delaware corporation, with principal offices at 2345 Crystal
Drive, Arlington, Virginia 22227. The purpose of this Amendment No. 1 is to
reflect sales by one entity managed by the Reporting Persons, which sales were
dictated by internal liquidity considerations of such entity. Other entities
managed by the Reporting Persons holding Stock of the Company have not reduced
their holdings of the Company's Stock.
ITEM 1(b) Identity and Background
The persons filing this statement are:
James B. Rubin
Martin D. Sass
M.D. Sass Associates, Inc. ("Associates")
M.D. Sass Investors Services, Inc. ("Investors")
M.D. Sass Associates, Inc. Employee Profit Sharing
Plan ("Plan")
The principal business address of each of the reporting persons is:
1185 Avenue of the Americas
New York, New York 10036
Associates and Investors are both Delaware corporations which are
investment advisors registered under Section 203 of the Investment Advisors Act
of 1940.
The Plan is a trust organized to administer the employee profit
sharing plan of Associates. The Plan is administered by a Board of Trustees,
which includes Mr. Sass.
The executive officers and directors of Associates and Investors are:
Martin D. Sass, Director and President
Hugh R. Lamle, Director and Executive Vice President
Martin E. Winter, Director, Senior Vice President and
Chief Financial Officer
Fred M. Stone, Senior Vice President and
General Counsel
James B. Rubin, Senior Managing Director.
In the case of Messrs. Sass and Rubin, and each other person listed
above pursuant to General Instruction C, their positions above constitute their
principal occupation and employment, and their business address is c/o M.D. Sass
Associates, Inc., 1185 Avenue of the Americas, New York, New York 10036. Each is
citizen of the United States.
None of the reporting persons or the other persons listed pursuant to
General Instruction C has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) a party, during the last
five years, to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in any of them being subjected to a
judgment, decree or final order enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
<PAGE 7>
Pursuant to the Rule 13d-3, the reporting persons are including as
beneficially owned securities of other persons, which are not reporting persons
nor required to be listed pursuant to General Instruction C. These persons
include:
M.D. Sass Re/Enterprise-II, L.P. ("Re/Enterprise-II") is a Delaware
limited partnership organized for the purpose of making investments, which may
be on a leveraged basis, in the securities, bank debt and claims of public and
private companies, such investments consisting primarily of the debt securities
and liabilities of companies experiencing significant financial difficulty or in
bankruptcy. Investors is the managing general partner of Re/Enterprise-II;
Associates is also a general partner of Re/Enterprise-II.
M.D. Sass Re/Enterprise International, Inc., a corporation organized
under the laws of the British Virgin Islands ("International"), with its
principal business address at the Citco Building, Wickhams Cay, P.O. Box 662,
Road Town, Tortola, British Virgin Islands. International was organized for the
purpose of making investments in the securities, bank debt and claims of public
and private companies. M.D. Sass Management, Inc., a Delaware corporation
("Management"), with its principal business address at 1185 Avenue of the
Americas, New York, New York 10036, is an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940 and acts as the investment
manager for International. Mr. Sass is the controlling stockholder of each of
Associates, Investors, and Management.
Investors also acts as investment advisor to a number of third party
employee benefit or retirement plans, which are subject to Employee Retirement
Income Security Act of 1974. One of these plans (the "ERISA Plan") does, and
other plans may from time to time, hold securities of the Issuer.
ITEM 3 Source and Amount of Funds or Other Consideration
The funds for the acquisitions by Re/Enterprise-II and International
were provided by monies invested as capital contributions by their respective
partners or shareholders.
The funds for acquisitions by the Plan and the ERISA Plan were
provided by monies invested by or contributed on behalf of the employee
participants in such plans.
ITEM 4 Purpose of Transaction
The purpose of the acquisitions was for investment in the ordinary
course.
From and after the date hereof, the reporting persons and the other
persons noted above, or any of them, may engage in discussions with the
Company's management concerning possible steps to enhance the value of the
Stock. Such persons, or any of them, may also seek to obtain representation on
the board of directors of the Company.
<PAGE 8>
In addition, the reporting persons reserve the right at any time and
from time to time, depending on market and other factors, to acquire additional
shares of Stock or other securities of the Company, to dispose of all or any
portion of the Stock or other securities of the Company now or hereafter held by
them and to take any other action with respect to the Company or its securities
permitted by law.
There can be no assurance as to whether or when any action referred to
in this Item 3 will be taken or as to the potential effects thereof on the
Company or its securities.
ITEM 5 Interest in Securities of the Issuer
(a) Re/Enterprise-II holds 18,235 shares, constituting 0.43% of the class.
International holds 117,289 shares, constituting 2.75%, of the class.
The Plan holds 3,308 shares, constituting 0.08%, of the class.
The ERISA Plan holds 142,857 shares, constituting 3.35% of the class.
Associates, as a general partner of Re/Enterprise-II, may be deemed to
beneficially own an aggregate of 18,235 shares, constituting 0.43% of the class.
Investors, as a general partner of Re/Enterprise-II, and as investment
advisor to the ERISA Plan, may be deemed to beneficially own an aggregate of
161,092 shares, constituting 3.78% of the class.
Management, as the investment advisor to International, may be deemed
to beneficially own the 117,289 shares held by International.
Mr. Sass, by virtue of his controlling interest in each of Associates,
Investors, and Management, and as a trustee of the Plan, may be deemed to
beneficially own an aggregate of 281,689 shares, constituting 6.61% of the
class.
Mr. Rubin, by virtue of his position with Associates and Investors,
and as portfolio manager to Management and the Plan, may be deemed to
beneficially own 281,689 shares, constituting 6.61% of the class
Percentages are based on 4,263,050 shares outstanding as of September
30, 1996.
(b) Re/Enterprise-II has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the securities of which it
is beneficial owner, which power is exercised through its managing general
partner, Investors. Investors, Associates, and Messrs. Sass and Rubin, by
virtue of their positions as general partners or officers of the general
partners may be deemed to share such power with Re/Enterprise-II.
<PAGE 9>
International has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its investment manager,
Management. Management, by virtue of its position as investment manager, and
Messrs. Sass and Rubin, by virtue of their positions may be deemed to share such
power with International.
The Plan has the sole power to vote or direct the vote and sole power
to dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its Board of Trustees.
Messrs. Sass and Winter, by virtue of their positions as trustees, and Mr. Rubin
by virtue of his position as portfolio manager to the Plan, may be deemed to
share such power with the Plan.
The ERISA Plan has the sole power to vote or direct the vote and sole
power to dispose or to direct the disposition of the securities of which it is
beneficial owner, which power is exercised through its investment advisor,
Investors. Investors, by virtue of its position as investment advisor, and
Messrs. Sass and Rubin, by virtue of their positions, may be deemed to share
such power with the ERISA Plan.
Pursuant to Section 240.13d-4, Mr. Sass, Mr. Rubin, Associates,
Investors, and the Plan, on behalf of themselves and their affiliates, disclaim
beneficial ownership of the Stock held or managed for the accounts of others,
and the filing of this Schedule 13D by, or the naming of such persons, shall not
be construed as an admission that any such person or entity is, for the purposes
of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial
owner of any such securities of the Issuer.
(c) A schedule of each transaction in the Stock by the persons described
above since September 25, 1996, is attached as Exhibit A.
(d) Associates, Investors and Management are investment advisers
registered under Section 203 of the Investment Advisors Act of 1940 which advise
or act as general partners to private investment companies and advises employee
benefit plans. With respect to Stock held by those investment companies,
numerous persons indirectly have the right to receive, or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such shares.
No such person is known to have an interest that relates to more than 5% of the
Stock.
(e) Not applicable.
ITEM 6 Contracts, Arrangements, Understands or Relationships with Respect to
Securities of the Issuer
Other than as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and any other person with respect to the Stock or other securities of the
Issuer.
ITEM 7 Material to Be Filed as Exhibits
(A) Schedule of Transactions in Stock
<PAGE 10>
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 23, 1997 /s/Martin D. Sass
___________________________
Martin D. Sass
/s/James B. Rubin
___________________________
James B. Rubin
M.D. Sass Associates, Inc.
By: /s/Martin E. Winter
____________________________
Name: Martin E. Winter
Title: Senior Vice President
M.D. Sass Investors Services, Inc.
By: s/Martin E. Winter
____________________________
Name: Martin E. Winter
Title: Senior Vice President
M.D. Sass Associates, Inc.
Profit Sharing Plan
By: s/Martin E. Winter
___________________________
Name: Martin Winter, Trustee
<PAGE 11>
EXHIBIT A - SCHEDULE OF PURCHASES AND SALES
FROM 9/25/96 TO 12/30/96
M.D. SASS ASSOCIATES, INC. EMPLOYEE PROFIT SHARING PLAN
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
TOTAL 3,308
M.D. SASS RE/ENTERPRISE PARTNERS, L.P.
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
12/24/96 Sale 10,000 655,291.13 Donaldson Lufkin
12/24/96 Sale 50,000 3,197,393.33 Donaldson Lufkin
12/30/96 Sale 44,111 2,844,138.28 Donaldson Lufkin
TOTAL 0
M.D. SASS RE/ENTERPRISE-II, L.P.
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
TOTAL 18,235
THE ERISA PLAN
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
TOTAL 142,857
M.D. SASS RE/ENTERPRISE INTERNATIONAL, LTD.
DATE PURCHASE/SALE # OF SHARES TOTAL COST BROKER
TOTAL 117,289
