AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June
30, 1999. Registration No. 333-________
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) (IRS Employer Identification No.)
2345 CRYSTAL DRIVE
ARLINGTON, VIRGINIA 22227
(Address of principal executive offices, including Zip Code)
1998 Pilot Stock Option Plan of US Airways Group, Inc.
US Airways Group, Inc. Nonemployee Directors Stock Purchase Plan
(Full title of the Plans)
LAWRENCE M. NAGIN, ESQ.
Executive Vice President - Corporate Affairs and General Counsel
2345 CRYSTAL DRIVE
ARLINGTON, VIRGINIA 22227
(703) 872-7000
(Name, address and telephone number, including area code, of
agent for service)
COPIES TO:
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
Attention: ERIC L. COCHRAN, ESQ.
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
to be Offering Aggregate Fee (4)
Registered Price per Offering
Share Price
=================================================================
Common stock 2,300,000 $51.03125(2) $117,371,875.00 $32,629.38
$1.00 par shares
1,840,000 $52.60833(2) $ 96,799,327.20 $26,910.21
7,360,000 $43.59375(3) $320,850,000.00 $89,196.30
100,000 $43.59375(3) $ 4,359,375.00 $ 1,211.91
shares --------------- -----------
$539,380,577.20 $149,947.80
(1) We are registering 100,000 shares pursuant to the US
Airways Group, Inc. Nonemployee Directors Stock Purchase Plan and
11,500,000 shares pursuant to the 1998 Pilot Stock Option Plan of
US Airways Group, Inc. Pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this
registration statement shall also cover any additional shares of
common stock which become issuable pursuant to the antidilution
provisions of the US Airways Group, Inc. Nonemployee Directors
Stock Purchase Plan and the 1998 Pilot Stock Option Plan of US
Airways Group, Inc.
(2) Computed pursuant to Rule 457(h)(1) under the Securities
Act.
(3) Estimated pursuant to Rule 457(c) and (h) under the
Securities Act on the basis of the high and low selling prices
per share of the Common Stock on the New York Stock Exchange as
of June 25, 1999.
(4) The registration fee has been calculated pursuant to
Section 6(b) of the Securities Act as follows: 0.0278% of
$539,380,577.20, the Proposed Maximum Aggregate Offering Price of
the shares of common stock registered hereby.
Page 1 of 12; Exhibit Index on page 8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part
I of Form S-8 is omitted from this filing in accordance with
the provisions of Rule 428 under the Securities Act and the
introductory note to Part 1 of Form S-8. The documents
containing the information specified in Part I will be
delivered to the participants in the plans covered by this
registration statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The Securities and Exchange Commission (the "SEC")
allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important
information to you by referring you to those documents. The
information incorporated by reference is an important part
of this registration statement, and information that we file
later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14, and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), until
such time as this registration statement is no longer in
effect.
(a) Our Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, as amended
May 25, 1999;
(b) Our Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, as amended May 25,
1999, and our Current Reports on Form 8-K filed on
January 21, 1999, March 5, 1999, March 30, 1999,
April 9, 1999, April 21, 1999, May 18, 1999, June
4, 1999, and June 8, 1999.
(c) The description of our common stock
contained in our Registration Statement No. 33-
50231on Form S-3 filed with the SEC on September
13, 1993, as amended on September 28, 1993.
You may request a copy of any filings referred to
above (excluding exhibits), at no cost, by contacting us at
the following address:
US Airways Group, Inc.
Investor Relations
2345 Crystal Drive
Arlington, Virginia 22227
Telephone: (703) 872-5305
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
We are 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 US Airways Group, Inc. 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. Our By-laws provide for
indemnification for our directors and officers to the
fullest extent permitted by Delaware Law. In previous
years, we have entered into indemnity agreements with our
officers and several of our directors providing, in each
case, for the indemnification by US Airways Group, Inc. 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 US Airways Group, Inc.
The foregoing statements are subject to the detailed
provisions of Delaware Law, our Amended and Restated
Certificate of Incorporation and the our Amended and
Restated By-laws.
Pursuant to Delaware Law, Article Eighth of the Amended
and Restated Certificate of Incorporation of the US Airways
Group, Inc. provides that no director of shall be personally
liable to US Airways Group, Inc. 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 US Airways Group, Inc. 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
--------
Exhibit
Number Exhibit
- ------ -------
4.1 1998 Pilot Stock Option Plan of US Airways Group,
Inc. (incorporated by reference from Exhibit 10 to
the Company's Quarterly Report on Form 10-Q filed
September 30, 1998)
4.2 US Airways Group, Inc. Nonemployee Directors Stock
Purchase Plan (incorporated by reference from
Appendix A to the Company's definitive proxy
statement filed on April 1, 1999 for the Annual
Meeting of Stockholders held on May 19, 1999)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
LLP
23.1 Consent of KPMG LLP, independent public
accountants, with respect to the consolidated
financial statements of US Airways Group, Inc.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP (included in the Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
Item 9. Undertakings
------------
A. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this
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 this
registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that clauses A(1)(i) and
A(1)(ii) shall not apply if the information
required to be included in a post-effective
amendment by those clauses is contained in
periodic reports filed by US Airways Group, Inc.
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference
into this 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; and
(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 US Airways Group, Inc.'s
annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference into this
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 or controlling persons of US Airways
Group, Inc. pursuant to the indemnification provisions
summarized in Item 6 or otherwise, US Airways Group, Inc.
has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by US Airways Group,
Inc. of expenses incurred or paid by a director, officer, or
controlling person of US Airways Group, Inc. 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, US Airways
Group, Inc. 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, Commonwealth of Virginia on
this 30th day of June, 1999.
US AIRWAYS GROUP, INC.
By: /s/ Lawrence M. Nagin
----------------------
Lawrence M. Nagin
Executive Vice President -
Corporate Affairs and
General Counsel
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of US Airways
Group, Inc., hereby severally constitute and appoint Lawrence M.
Nagin and Thomas A. Mutryn, and each of them singly, our true and
lawful attorneys, with full power to them and each of them
singly, to sign for us in our names in the capacities indicated
below, all pre-effective and post-effective amendments to this
registration statement, and generally to do all things in our
names and on our behalf in such capacities to enable US Airways
Group, Inc. to comply with the provisions of the Securities Act,
and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Name/Signature Title Date
- -------------- ----- ----
/s/ Rakesh Gangwal President, Chief June 30, 1999
- ------------------ Executive Officer,
Rakesh Gangwal Director
/s/ Thomas A. Mutryn Senior Vice President, June 30, 1999
- -------------------- Financial Officer
Thomas A. Mutryn
/s/ Anita P. Beier Vice President and June 30, 1999
- ------------------ Controller, Chief
Anita P. Beier Accounting Officer
/s/ Mathias J. DeVito Director June 23, 1999
- ---------------------
Mathias J. DeVito
/s/ Robert L. Johnson Director June 23, 1999
- ---------------------
Robert L. Johnson
/s/ Robert LeBuhn Director June 24, 1999
- ---------------------
Robert LeBuhn
/s/ John G. Medlin, Jr. Director June 23, 1999
- ----------------------
John G. Medlin, Jr.
/s/ Thomas H. O'Brien Director June 25, 1999
- ----------------------
Thomas O'Brien
/s/ Richard B. Priory Director June 25, 1999
- ---------------------
Richard B. Priory
/s/ Raymond W. Smith Director June 28, 1999
- --------------------
Raymond W. Smith
/s/ Stephen M. Wolf Director June 23, 1999
- --------------------
Stephen M. Wolf
EXHIBIT INDEX
-------------
Exhibit
Number
(Referenced to
Item 601(b) of
Regulation S-K) Exhibit
- -------------- -------
4.1 1998 Pilot Stock Option Plan of US Airways Group, Inc.
(incorporated by reference from Exhibit 10 to the
Company's Quarterly Report on Form 10-Q filed September
30, 1998)
4.2 US Airways Group, Inc.'s Nonemployee Directors Stock
Purchase Plan (incorporated by reference from Appendix
A to the Company's definitive proxy statement filed on
April 1, 1999 for the Annual Meeting of Stockholders
held on May 19, 1999)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of KPMG LLP, independent public accountants,
with respect to the consolidated financial statements
of US Airways Group, Inc.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in the Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page)
US Airways Group, Inc.
June 30, 1999
Page
Exhibit 5.1
June 30, 1999
US Airways Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
Re: US Airways Group, Inc.
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 (i) the registration of shares of the
Company's common stock, par value $1.00 per share ("Common
Stock"), issuable pursuant to the US Airways Group, Inc.
Nonemployee Directors Stock Purchase Plan (the "Director
Plan") and (ii) the registration of shares of Common Stock,
issuable pursuant to the 1998 Pilot Stock Option Plan of US
Airways Group, Inc. (the "Pilot Plan"). The Director Plan
provides for the grant of shares of up to 100,000 shares of
Common Stock to non-employee directors in lieu of cash
payments in respect of a specified percentage of future
compensation. The Pilot Plan provides for the grant of
stock options ("Options") to certain employees of US
Airways, Inc. with respect to an aggregate of 11,500,000
shares of Common Stock.
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").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement on Form
S-8 as filed with the Securities and Exchange Commission
(the "Commission") on the date hereof under the Act (the
"Registration Statement"); (ii) a specimen certificate
representing the Common Stock; (iii) the Restated
Certificate of Incorporation, as amended, of the Company, as
presently in effect; (iv) the By-Laws of the Company, as
presently in effect; (v) the Director Plan; (vi) the Pilot
Plan (vii) certain resolutions of the Board of Directors of
the Company relating to the Director Plan and related
matters; (viii) certain resolutions of the Board of
Directors of the Company relating to the Pilot Plan and
related matters; (xi) the proxy statement on Schedule 14A as
filed with the Commission on April 1, 1999 and mailed to the
stockholders of the Company in connection with the 1999
Annual Meeting of Stockholders relating to, among other
things, the adoption of the Director Plan; and (x) the
Inspector of Election Report relating to the adoption of the
Director Plan by the Company's stockholders at the Annual
Meeting of Stockholders held on May 19, 1999. We have also
examined originals or copies, certified or otherwise
US Airways Group Inc.
June 30, 1999
Page 2
identified to our satisfaction, of such records of the
Company and such agreements, certificates of public
officials, certificates of officers or other representatives
of the Company and others, and such other documents,
certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
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 originals of
such latter documents. In making our examination of
documents executed or to be executed by parties other than
the Company, we have assumed that such parties had or will
have the power, corporate 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. As
to any facts material to the opinions expressed herein which
we have not independently established or verified, we have
relied upon statements and representations of officers and
other representatives of the Company and others. We have
assumed that the certificates representing the Common Stock
will be manually signed by an authorized officer 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. We have
also assumed that each award agreement setting forth the
terms of each grant of options or other awards under the
Director Plan and the Pilot Plan will be consistent with the
Director Plan and the Pilot Plan, respectively, and will be
duly authorized and validly executed and delivered by the
parties thereto, and that the consideration received by the
Company for the Common Stock delivered pursuant to the
Director Plan and the Pilot Plan will be in an amount at
least equal to the par value of such Common Stock.
Members of our firm are admitted to the bar in the
State of Delaware, and we do not express any opinion as to
the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of
the opinion that, with respect to the Director Plan, the
shares of Common Stock have been duly authorized for
issuance by the Company and, when such shares of Common
Stock are issued pursuant to the actions of the non-employee
directors and under the terms and conditions of the Director
Plan, such shares of Common Stock will be validly issued,
fully paid and nonassessable.
Based upon and subject to the foregoing, we are of
the opinion that, with respect to the Pilot Plan, the shares
of Common Stock have been duly authorized for
US Airways Group, Inc.
June 30, 1999
Page 3
issuance by the Company and, when such shares are issued
upon exercise of Options granted under the terms and
conditions of the Pilot Plan, such shares of Common Stock
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit
that we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules
and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
US Airways Group, Inc.:
We consent to the incorporation by reference in the
registration statement on Form S-8 of US Airways Group, Inc.
of our report dated February 24, 1999, relating to the
consolidated balance sheets of US Airways Group, Inc. and
subsidiaries (the "Company") as of December 31, 1998 and
1997, and the related consolidated statements of operations,
cash flows and changes in stockholders' equity (deficit) for
each of the years in the three year period ended December
31, 1998, which report appears in the December 31, 1998
annual report on Form 10-K of US Airways Group, Inc.
KPMG LLP
Washington, DC
June 30, 1999
