SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1194634
(State of incorporation) (I.R.S. employer identification no.)
2345 Crystal Drive
Arlington, Virginia 22227
(703) 872-5306
(Address of principal executive offices) (Zip code)
1997 STOCK INCENTIVE PLAN
OF US AIRWAYS GROUP, INC.;
1996 STOCK INCENTIVE PLAN
OF US AIRWAYS GROUP, INC.;
-AND-
NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
US AIRWAYS GROUP, INC.
(Full title of the Plans)
Lawrence M. Nagin, Esq.
Executive Vice President-Corporate Affairs and General Counsel
2345 Crystal Drive
Arlington, Virginia 22227
(703) 872-5306
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share Price Fee
- --------------------- ------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, par 1,300,000 $ 12.1875(2) $ 15,843,750.00 $ 4,673.91
Value $1.00 per share 1,075,000 14.8750(2) 15,990,625.00 4,717.23
40,000 17.1250(2) 685,000.00 202.08
15,000 18.5000(2) 277,500.00 81.86
30,000 22.6250(2) 678,750.00 200.23
272,000 25.3750(2) 6,902,000.00 2,036.09
30,000 33.2500(2) 997,500.00 294.26
12,000 35.0000(2) 420,000.00 123.90
4,000 24.8125(2) 99,250.00 29.28
5,000 26.3750(2) 131,875.00 38.90
30,000 37.1690(2) 1,115,070.00 328.95
32,000 38.1250(2) 1,220,000.00 359.90
2,000 35.1875(2) 70,375.00 20.76
30,000 37.5625(2) 1,126,875.00 332.43
7,500 33.6875(2) 252,656.25 74.53
4,000 38.8125(2) 155,250.00 45.80
2,000 35.9375(2) 71,875.00 21.20
12,000 48.0000(2) 576,000.00 169.92
2,000 35.1250(2) 70,250.00 20.72
22,500 61.53125(2) 1,384,453.13 408.41
3,000 62.93750(2) 188,812.50 55.70
2,000 48.9063(2) 97,812.60 28.85
15,000 61.6875(2) 925,312.50 272.97
100,000 62.8750(2) 6,287,500.00 1,854.81
5,000 48.1563(2) 240,781.50 71.03
8,000 69.1250(2) 553,000.00 163.14
250,000 65.6250(2) 16,406,250.00 4,839.84
13,500 66.5625(2) 898,593.75 265.09
142,500 75.03125(2) 10,691,953.13 3,154.13
7,500 69.46875(2) 521,015.63 153.70
2,000 69.3750(2) 138,750.00 40.93
10,000 70.9375(2) 709,375.00 209.27
2,500 66.0000(2) 165,000.00 48.68
10,000 75.0000(2) 750,000.00 221.25
474,250 71.9375(2) 34,116,359.38 10,064.33
1,947,750 67.6250(3) 131,716,593.75 38,856.40
--------- -------------- ---------
Total 5,920,000 $252,476,164.12 $ 74,480.48
========= ============== =========
(1) Plus such indeterminate number of additional shares as may become issuable under the Plans
through the operation of applicable antidilution provisions.
(2) Computed pursuant to Rule 457 (h)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
(3) Estimated pursuant to Rule 457 (c) and (h) under the Securities Act on the basis of the average
of the high and low sales prices of the Common Stock on the New York Stock Exchange as of August
17, 1998.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is currently
included in three prospectuses, each dated August 21, 1998
(collectively, the "Plan Prospectus"), one of which is to be
distributed to participants in the 1997 Stock Incentive Plan of US
Airways Group, Inc., one of which is to be distributed to participants
in the 1996 Stock Incentive Plan of US Airways Group, Inc., and one of
which is to be distributed to participants in the Nonemployee Director
Stock Incentive Plan of US Airways Group, Inc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents filed with the U.S. Securities and
Exchange Commission (the "Commission") by the registrant, pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference in this registration statement.
1. The Annual Report on Form 10-K for US Airways Group, Inc.
(the "Company") for the fiscal year ended December 31, 1997 (File No.
1-8444);
2. The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31 and June 30, 1998 (File No. 1-8444);
3. The Company's Current Reports on Form 8-K, dated January
21, 1998, February 3, 1998, March 12, 1998, April 22, 1998, June 4,
1998, July 2, 1998, and July 22, 1998 (File No. 1-8444);
4. The description of the Company's common stock, $1.00 par
value ("Common Stock"), contained in the Company's Registration
Statement on Form 8-B, filed pursuant to Section 12 of the Exchange Act
on January 27, 1983 (File No. 1-8444) (which incorporates by reference
the description of the Common Stock set forth in the Company's
prospectus dated March 30, 1982 contained in the Registration Statement
on Form S-14 (File No. 2-76619)), including any amendment or report
filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subse-
quently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Company is empowered by the laws of the state of
Delaware, subject to the procedures and limitations therein, to
indemnify any person against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a
party by reason of such person being or having been a director,
officer, employee or agent of the Company. The statute provides that
indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The By-laws of the Company provide for indemnification by
the Company of its directors and officers to the fullest extent
permitted by Delaware Law. In addition, the Company has entered into
Indemnity Agreements with each of the officers and directors of the
Company providing, in each case, for the indemnification by the Company
of such individuals for all losses and related expenses (subject to
certain limitations) incurred by them arising out of the discharge of
their respective duties as directors and/or officers of the Company.
The foregoing statements are subject to the detailed
provisions of Delaware Law, the Company's Amended and Restated
Certificate of Incorporation and the Company's Amended and Restated By-
laws.
Pursuant to Delaware Law, Article Eighth of the Amended and
Restated Certificate of Incorporation of the Registrant provides that
no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of his fiduciary
duty as a director; provided, however, that such clause shall not apply
to any liability of a director (1) for any breach of his duty of
loyalty to the Company or its stockholders, (2) for acts or omissions
that are not in good faith or involve intentional misconduct or a
knowing violation of the law, (3) in connection with the unlawful
payment of dividends or an unlawful stock purchase or redemption under
Delaware Law, or (4) for any transaction from which the director
derived an improper personal benefit.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form 8-B dated January 27, 1983), including the
Certificate of Amendment dated May 13, 1987 (incorporated by reference
to Exhibit 3.1 to the Company's and US Airways Inc.'s ("US Airways")
Quarterly Report on Form 10-Q for the quarter ended March 31, 1987),
the Certificate of Increase dated June 30, 1987 (incorporated by
reference to Exhibit 3 to the Company's and US Airways' Quarterly
Report on Form 10-Q for the quarter ended June 30, 1987), the Certifi-
cate of Increase dated October 16, 1987 (incorporated by reference to
Exhibit 3.1 to the Company's and US Airways' Quarterly Report on Form-Q
for the quarter ended September 30, 1987), the Certificate of Increase
dated August 7, 1989 (incorporated by reference to Exhibit 3.1 to the
Company's and US Airways' Annual Report on Form 10-K for the year ended
December 31, 1989), the Certificate of Increase dated April 9, 1992
(incorporated by reference to Exhibit 3.1 to the Company's and US
Airways' Annual Report on Form 10-K for the year ended December 31,
1992), the Certificate of Increase dated January 21, 1993 (incorporated
by reference to the Company's and US Airways' Annual Report on Form 10-
K for the year ended December 31, 1992), the Certificate of Amendment
dated May 26, 1993 (incorporated by reference to Appendix II to the
Company's Proxy Statement dated April 26, 1993), and the Certificate of
Ownership and Merger merging Nameco Inc. into USAir Group, Inc. dated
February 17, 1997 (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996).
4.2 By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
regarding the legality of the securities being
registered.
Consent of KPMG Peat Marwick LLP, independent auditors of
the Company.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors of
the Company.
23.2 Consent of KPMG Peat Marwick LLP, independent auditors of
the Company.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP to the
filing of its opinion is included in Exhibit 5.
24 Powers of Attorney (included on the signature page of this
Registration Statement).
99.1 The Company's 1997 Stock Incentive Plan, as amended and
restated as of November 18, 1997 (incorporated by
reference to Exhibit 10 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997).
99.2 The Company's 1996 Stock Incentive Plan, as amended and
restated as of May 20, 1998 (incorporated by reference to
Exhibit 10 to the Company's Quarterly Report on Form 10-Q
for quarter ended June 30, 1998).
99.3 The Company's Nonemployee Director Stock Incentive Plan
(incorporated by reference to Exhibit B to the Company's
Proxy Statement dated April 15, 1996).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
A. 1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
a. To include any prospectus required by Section
10(a)(3) of the Securities Act;
b. To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
c. To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (A)(1)(a) and (A)(1)(b) do not apply
if the information required to be included in a post-effective amend-
ment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act, (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnifi-
cation against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, State
of Virginia, on this 21st day of August, 1998.
US Airways Group, Inc.
By /s/ Michelle V. Bryan
----------------------
Name: Michelle V. Bryan
Title: Secretary
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Lawrence M.
Nagin and Michelle V. Bryan, his attorney-in-fact, with the power of
substitution, for him in any and all capacities, to sign any amendments
to this registration statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorney-in-fact,
or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Stephen M. Wolf Chairman of the Board August 21, 1998
- ------------------- of Directors, Chief
Stephen M. Wolf Executive Officer and
Director
/s/ Rakesh Gangwal President, Chief August 21, 1998
- ------------------ Operating Officer and
Rakesh Gangwal Director
/s/ Terry L. Hall Senior Vice President- August 21, 1998
- ----------------- Finance and Chief
Terry L. Hall Financial Officer and
Chief Accounting Officer
/s/ Mathias J. DeVito Director August 21, 1998
- ---------------------
Mathias J. DeVito
/s/ George J. W. Goodman Director August 21, 1998
- ------------------------
George J. W. Goodman
/s/ John W. Harris Director August 21, 1998
- ------------------
John W. Harris
/s/ Edward A. Horrigan, Jr. Director August 21, 1998
- ---------------------------
Edward A. Horrigan, Jr.
/s/ Robert L. Johnson Director August 21, 1998
- ---------------------
Robert L. Johnson
/s/ Robert LeBuhn Director August 21, 1998
- -----------------
Robert LeBuhn
/s/ John G. Medlin, Jr. Director August 21, 1998
- -----------------------
John G. Medlin, Jr.
/s/ Hanne M. Merriman Director August 21, 1998
- ---------------------
Hanne M. Merriman
/s/ Raymond W. Smith Director August 21, 1998
- --------------------
Raymond W. Smith
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- -------------------------------------
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form 8-B dated January 27, 1983), including the
Certificate of Amendment dated May 13, 1987 (incorporated by reference
to Exhibit 3.1 to the Company's and US Airways Inc.'s ("US Airways")
Quarterly Report on Form 10-Q for the quarter ended March 31, 1987),
the Certificate of Increase dated June 30, 1987 (incorporated by
reference to Exhibit 3 to the Company's and US Airways' Quarterly
Report on Form 10-Q for the quarter ended June 30, 1987), the Certifi-
cate of Increase dated October 16, 1987 (incorporated by reference to
Exhibit 3.1 to the Company's and US Airways' Quarterly Report on Form-Q
for the quarter ended September 30, 1987), the Certificate of Increase
dated August 7, 1989 (incorporated by reference to Exhibit 3.1 to the
Company's and US Airways' Annual Report on Form 10-K for the year ended
December 31, 1989), the Certificate of Increase dated April 9, 1992
(incorporated by reference to Exhibit 3.1 to the Company's and US
Airways' Annual Report on Form 10-K for the year ended December 31,
1992), the Certificate of Increase dated January 21, 1993 (incorporated
by reference to the Company's and US Airways' Annual Report on Form 10-
K for the year ended December 31, 1992), the Certificate of Amendment
dated May 26, 1993 (incorporated by reference to Appendix II to the
Company's Proxy Statement dated April 26, 1993), and the Certificate of
Ownership and Merger merging Nameco Inc. into USAir Group, Inc. dated
February 17, 1997 (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996).
4.2 By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
the legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors of the
Company.
23.2 Consent of KPMG Peat Marwick LLP, independent auditors of the
Company.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP to the
filing of its opinion is included in Exhibit 5.
24 Powers of Attorney (included on the signature page of this
Registration Statement).
99.1 The Company's 1997 Stock Incentive Plan, as amended and restated
as of November 18, 1997 (incorporated by reference to Exhibit 10 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1997).
99.2 The Company's 1996 Stock Incentive Plan, as amended and restated
as of May 20, 1998 (incorporated by reference to Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for quarter ended June 30,
1998).
99.3 The Company's Nonemployee Director Stock Incentive Plan
(incorporated by reference to Exhibit B to the Company's Proxy
Statement dated April 15, 1996).
Skadden, Arps, Slate, Meagher.& From LLP
919 Third Avenue
New York, NY 10022
August 21, 1998
US Airways Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to US Airways
Group, Inc., a Delaware corporation (the "Company"), in
connection with the preparation of a registration state-
ment on Form S-8 (the "Registration Statement"), relating
to the issuance and sale of up to 5,920,000 shares (the
"Shares") of the common stock, par value $1.00 per share
(the "Common Stock"), of the Company issuable upon exer-
cise of options and stock awards that have been or may be
granted under the Company's 1997 Stock Incentive Plan,
the Company's 1996 Stock Incentive Plan and the Company's
Nonemployee Director Stock Incentive Plan (collectively,
the "Stock Option Plans").
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act of 1933, as amended (the "Act").
We have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Stock Option Plans,
(iii) a specimen certificate evidencing the Common Stock,
(iv) the Certificate of Incorporation of the Company, as
amended to date, (v) the By-Laws of the Company, as
amended to date, (vi) certain resolutions of the Board of
Directors of the Company relating to, among other things,
the Stock Option Plans and (vii) such other documents as
we have deemed necessary or appropriate as a basis for
the opinions set forth below.
US Airways Group, Inc.
August 21, 1998
Page 2
In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the origi-
nals of such latter documents. In making our examination
of documents executed by parties other than the Company,
we have assumed that such parties had the power, corpo-
rate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by
all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As
to any facts material to the opinions expressed herein
which we did not independently establish or verify, we
have relied upon certificates, statements or representa-
tions of officers and other representatives of the Compa-
ny, public officials and others. In rendering the opin-
ion set forth below, we have assumed that (i) the certif-
icates representing the Shares will be manually signed by
one of the authorized officers of the transfer agent and
registrar for the Common Stock and registered by such
transfer agent and registrar and will conform to the
specimen thereof examined by us and (ii) prior to the
issuance of any Shares, the Company and the relevant op-
tionee will have duly entered into award agreements
("Award Agreements") in accordance with the terms of the
applicable Stock Option Plan.
Members of our firm are admitted to the Bar of
the State of New York, and we do not express any opinion
as to the laws of any jurisdiction other than the General
Corporate Law of the State of Delaware.
Based upon and subject to the foregoing, we are
of the opinion that the Shares have been duly and validly
authorized for issuance and, when delivered and paid for
in accordance with the terms of the Award Agreements,
will be validly issued, fully paid and nonassessable.
2
US Airways Group, Inc.
August 21, 1998
Page 3
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission (the "Commis-
sion") as Exhibit 5 to the Registration Statement. In
giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the
rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
3
Consent of Independent Auditors
The Board of Directors
US Airways Group, Inc.:
We consent to the incorporation by reference in this
registration statement (Form S-8) pertaining to the 1997
Stock Incentive Plan of US Airways Group, Inc., the 1996
Stock Incentive Plan of US Airways Group, Inc., and the US
Airways Group Nonemployee Director Stock Incentive Plan of
our report dated February 25, 1998, except as to Note 16
which is as of March 12, 1998, with respect to the
consolidated financial statements of US Airways Group, Inc.,
included in its Annual Report on Form 10-K for the year
ended December 31, 1997, filed with the Securities and
Exchange Commission.
KPMG Peat Marwick LLP
Washington, DC
August 21, 1998
Consent of Independent Auditors
The Board of Directors
US Airways, Inc.:
We consent to the incorporation by reference in this
registration statement (Form S-8) pertaining to the 1997
Stock Incentive Plan of US Airways Group, Inc., the 1996
Stock Incentive Plan of US Airways Group, Inc., and the US
Airways Group Nonemployee Director Stock Incentive Plan of
our report dated February 25, 1998, with respect to the
consolidated financial statements of US Airways, Inc.,
included in its Annual Report on Form 10-K for the year
ended December 31, 1997, filed with the Securities and
Exchange Commission.
KPMG Peat Marwick LLP
Washington, DC
August 21, 1998
