[TYPE] SC13D
[DOCUMENT-COUNT] 2
SCHEDULE 13D
Under the Securities Exchange Act of 1934
US Airways Group, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
911-905-10-7
(CUSIP Number)
Laurel FitzPatrick
Tiger Management L.L.C.
101 Park Avenue
New York, NY 10178
212-984-2500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and
Communications)
July 30, 1999
(Date of Event which Required
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 13d1(b)(3) or (4), check the following box
[X].
Check the following box if a fee is being paid with this
statement [ ].
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.
<PAGE>
Cusip Number: 911-905-10-7
Item 1. Tiger Management L.L.C.
Item 2 Check the Appropriate Box if a Member of a Group:
(a)(b)
Item 4. OO
Item 6. Delaware
Item 7. -0-
Item 8. 6,866,500
Item 9. -0-
Item 10. 6,866,500
Item 11. 6,866,500
Item 13. 9.3
Item 14. IA
<PAGE>
Cusip Number: 911-905-10-7
Item 1. Tiger Performance L.L.C.
Item 2. Check the Appropriate Box if
a Member of a Group: (a)(b)
Item 4. OO
Item 6. Delaware
Item 7. -0-
Item 8. 9,646,200
Item 9. -0-
Item 10. 9,646,200
Item 11. 9,646,200
Item 13. 13.1
Item 14. IA
<PAGE>
Cusip Number: 911-905-10-7
Item 1. Julian H. Robertson, Jr.
Item 2. Check the Appropriate Box if
a Member of a Group: (a)(b)
Item 4. OO
Item 6. Delaware
Item 7. -0-
Item 8. 16,512,700
Item 9. -0-
Item 10. 16,512,700
Item 11. 16,512,700
Item 13. 22.4%
Item 14. IN
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $1.00 par
value per share (the "Common Stock"), of US Airways Group
Inc., a Delaware corporation (the "Company"), which has
its principal executive offices at 2345 Crystal Drive,
Arlington, VA 22227
Item 2. Identity and Background.
Tiger Management L.L.C. ("TMLLC"), a Delaware limited
liability company, and Tiger Performance L.L.C.
("TPLLC"), a Delaware limited liability company,
collectively referred to as the "Filing Persons" are
registered as investment advisers under the Investment
Advisers Act of 1940. TMLLC and TPLLC are engaged in
the business of providing investment advice to and
managing in the accounts of its clients. The managing
members of TMLLC and TPLLC are Tiger Management
Corporation, a Delaware corporation, W. Gillespie Caffray,
Philip N. Duff, Chris W. Shumway and Robert E. Fink.
Tiger Management Corporation is the senior managing
member. Julian H. Robertson, Jr. is the sole shareholder,
the Chairman and Chief Executive Officer of Tiger
Management Corporation. Officers of Tiger Management
Corporation include Robert E. Fink, Vice President;
Nolan T. Altman, Chief Financial Officer; Steve C. Olson,
Treasurer and Assistant Secretary; and William R. Goodell,
General Counsel and Secretary. W. Gillespie Caffray is
head trader and a Managing Member of TMLLC; Philip N. Duff
is Chief Operating Officer and Managing Member of TMLLC;
Chris W. Shumway is responsible for macro investments and
is a Managing Member of TMLLC and Robert E. Fink's
responsibilities include Risk Management and Investor
Relations and he is a Managing Member of TMLLC.
The business address for Messrs. Robertson, Caffray, Duff,
Shumway, Altman, Olson, Goodell, and Fink is 101 Park Avenue,
New York, New York 10178. None of the persons named in
response to this item has, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor during the last
five years been a party to a civil proceeding and as a result
was or is subject to a judgement, decree, or final order
of the type described in the instructions to Item 2(e) of
Schedule 13D. Messrs. Robertson, Caffray, Duff, Shumway,
Altman, Olson, Goodell, and Fink are United States citizens.
Item 3. Source and Amount of Funds or Other
Consideration.
The total aggregate amount of funds used to acquire the
shares of Common Stock described in Item 5 was
approximately $450,931,297.00 for the shares beneficially
owned by the Filing Persons. The source of the funds
was the advisory clients of the Filing Persons.
Item 4. Purpose of Transaction.
The Filing Persons believe that the market valuation of the
Company's Common Stock does not properly reflect the
intrinsic value of the business based on the strength of
the Company's franchise and current business position, its
strong management team and strategic plans.
Accordingly, the Filing Persons are currently exploring and
may explore from time to time in the future a variety of
alternatives designed to enhance shareholder value. The
alternatives may include, without limitation, an extraordinary
corporate transaction, such as a merger, sale or recapitalization
of the Company. There is no assurance that the Filing Persons
will develop any plans or proposals with respect to any of the
foregoing matters. Any alternatives which the Filing Persons
may pursue will depend upon a variety of factors, including,
without limitation, current and anticipated future trading prices
for the Common Stock, the financial condition, results of
operations and prospects of the Company and general economic,
financial market and industry conditions. Depending upon the
foregoing factors, the Filing Persons may also sell all or part
of the shares of Common Stock in open market or privately
negotiated transactions. The Filing Persons have held discussions
from time to time with the Company's management regarding the
Company and means of enhancing shareholder value. The Filing
Persons anticipate that they will continue to have these
discussions with the Company's management in the future. The
Filing Persons support current management and have no present
plans to influence or change the
structure or composition of the Company's Board of Directors.
Except as set forth above, the Filing Persons have no plans or
proposals with respect to any of the matters set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth information with
respect to shares of common stock beneficially owned by the
Filing Persons as of July 30, 1999. The percentages are
computed based on 73,836,000 shares of the common stock
outstanding as of 4/30/99. None of the other persons
identified in Item 2 beneficially own shares.
<PAGE>
<TABLE>
<S> <C> <C>
Number of % of
Name Shares Share
O/S
TMC 16,512,700 22.4%
TMLLC 6,866,500 9.3%
TPLLC 9,646,200 13.1%
Julian H.
Robertson, Jr. 16,512,700 22.4%
</TABLE>
The percentages are based upon shares outstanding on the
date hereof which is less than the number of shares
outstanding at the time of the preceding filing.
(b) TMLLC, TPLLC and Julian H. Robertson, Jr. have
shared power to vote, direct the voting,
dispose and direct the disposition of the shares.
(c) No transactions were effected during the past sixty days.
(d) The advisory clients of the Filing Persons have the
right to receive dividends from, or proceeds from the sale
of the shares of the Common Stock owned by them. Two of
the advisory clients, The Jaguar Fund, N.V., a Netherland
Antilles corporation advised by TMLLC ("Jaguar") and Tiger,
a New York partnership, whose general partner is TPLLC
each hold more than 5 percent of the class.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to Be filed as Exhibits.
A. Joint Filing Agreement.
<PAGE>
July 30, 1999.
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.
TIGER MANAGEMENT L.L.C.
/s/ Nolan Altman, Chief Financial Officer
TIGER PERFORMANCE L.L.C.
/s/ Nolan Altman, Chief Financial Officer
/s/ Nolan Altman, Chief Financial Officer
JULIAN H. ROBERTSON, JR.
By: /s/ Nolan Altman
Under Power of Attorney dated
1/27/95
On File with Schedule 13G for
Kohl's Corp. 2/7/95
AGREEMENT
The undersigned agree that this Schedule 13D dated July 30, 1999
relating to shares of common stock of US Airways Group Inc. shall
be filed on behalf of each of the undersigned.
TIGER MANAGEMENT L.L.C.
By: /s/ Nolan Altman, Chief Financial Officer
TIGER PERFORMANCE L.L.C.
By: /s/ Nolan Altman, Chief Financial Officer
Julian H. Robertson, Jr.
By: /s/ Nolan Altman
Under Power of Attorney dated
1/27/95
on File with Schedule 13G for
Kohl's Corp. 2/7/95
