SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 27, 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 that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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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
SHARES 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
------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 30,000 shares of Series F Cumulative
WITH 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-
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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
SHARES 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.)
------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 30,000 shares of Series F Cumulative
WITH 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.)
------------------------------------------
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 January 27, 1997, Robert Ayling, Derek Stevens, and Roger Maynard
sent a letter (attached hereto as Exhibit 1) to Stephen Wolf of USAir by which
each resigned his position as director of USAir effective January 27, 1997, and
in which each promised not to stand for election as a director of USAir at the
annual meeting of USAir's stockholders to be held later this year. In addition,
on behalf of BA, they also waived any and all rights BA may have under Section
4.4(b) of the Investment Agreement between BA and USAir, dated as of January 21,
1993, as amended (the "Investment Agreement"). Roger Ayling, Derek Stevens, and
Roger Maynard are, respectively, Chief
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Executive Officer, Chief Financial Officer, and Director of Investment and Joint
Ventures of BA.
Item 5. Interest in Securities of the Issuer
(a) BritAir Acquisition Corp. Inc. ("BritAir"), a wholly owned
subsidiary of BA, 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.
(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
- ----------
* 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>
Stock, the Series T-1 Preferred Stock and the Series T-2 Preferred Stock owned
by it.
(c) On December 17, 1996, BA notified USAir by letter that, pursuant
to the Investment Agreement BritAir intends to sell in one or more underwritten
public offerings or privately negotiated transactions all of the 30,000 shares
of Series F PreferredStock, 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 addition, BA
exercised its right to request that USAir use reasonable efforts to register
under the Securities Act of 1933 all of its USAir Preferred Stock for sale in
one or more underwritten public offerings.
A more detailed description of this transaction and a copy of the
letter sent by BA are included in Amendment 1 to the Schedule 13-D filed by BA
and BritAir, dated December 17, 1996.
(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 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 January 27, 1997, from Robert Ayling, Derek Stevens,
and Roger Maynard to Stephen Wolf of USAir.
-8-
<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/s Roger Maynard
-------------------------
Roger Maynard
BRITAIR ACQUISITION CORP. INC.
By s/s Roger Maynard
-------------------------
Roger Maynard
Dated: January 27, 1997
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<PAGE>
EXHIBIT INDEX
Page on which
Exhibit appears
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Ex-99.1. Letter, dated January 27, 1997, from Robert
Ayling, Derek Stevens, and Roger Maynard to
Stephen Wolf of USAir.
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January 27, 1997,
EX-99.1
BRITISH AIRWAYS
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PO Box 10
Heathrow Airport London
Hounslow
TW621A
January 27, 1997
Mr. Stephen Wolf,
Chairman & CEO,
USAir, Inc.
Crystal Park Four
2345 Crystal Drive
Arlington, Virginia 22227
USA
Dear Stephen,
We hereby resign our positions as Directors of USAir Group, Inc.
("USAir") effective immediately and will not stand for election as directors of
USAir at the annual meeting of its shareholders to be held later this year.
In addition, on behalf of British Airways plc ("BA"), we hereby waive
any and all rights BA may hereafter have under Section 4.4(b) of the Investment
Agreement, dated as of 21 January 1993, between USAir and BA.
Yours Sincerely,
/s/Robert Ayling /s/Derek Stevens /s/Roger Maynard
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Robert Ayling Derek Stevens Roger Maynard
cc: USAir Board
Michelle Bryan
