SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 23, 2000
Date of Report (Date of earliest event reported)
US AIRWAYS GROUP, INC.
(Commission file number: 1-8444)
and
US AIRWAYS, INC.
(Commission file number: 1-8442)
(Exact names of registrants as specified in their charters)
Delaware US Airways Group, Inc. 54-1194634
(State of incorporation US Airways, Inc. 53-0218143
of both registrants) (I.R.S. Employer Identification Nos.)
US Airways Group, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 872-7000)
(Registrant's telephone number, including area code)
US Airways, Inc.
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 872-7000)
(Registrant's telephone number, including area code)
This Report on Form 8-K-A is being filed to correct a clerical error in
Exhibit A attached to Exhibit 2.1 (Agreement and Plan of Merger, dated as
of May 23, 2000, by and among UAL Corporation, Yellow Jacket Acquisition
Corp. and US Airways Group, Inc.) of the Form 8-K filed by the Registrant
on May 30, 2000. Item 5, Exhibit 2.1 and Exhibit 2.2, though unchanged from
the Form 8-K filed by the Registrant on May 30, 2000, are included herein
for the sake of completeness.
Item 5. Other Events.
As disclosed in a joint press release issued on May 24, 2000 by US
Airways Group, Inc. ("US Airways") and UAL Corporation ("UAL"), US Airways,
UAL and Yellow Jacket Acquisition Corp., a wholly-owned subsidiary of UAL
("Merger Sub"), entered into an Agreement and Plan of Merger, dated May 23,
2000 (the "Merger Agreement"), pursuant to which Merger Sub will be merged
with and into US Airways, with US Airways being the surviving corporation
(the "Merger"). As previously disclosed, pursuant to the Merger, each
issued and outstanding share of common stock, par value $1.00 per share, of
US Airways (other than Appraisal Shares (as defined in the Merger
Agreement)) will be converted into the right to receive $60 in cash.
Consummation of the Merger and the other transactions contemplated by the
Merger Agreement are subject to various conditions set forth in the Merger
Agreement, including, but not limited to, the receipt of regulatory
approvals and the approval of the stockholders of US Airways.
Also on May 23, 2000, in connection with entering into the
Merger Agreement, US Airways, UAL and Mr. Robert Johnson entered into a
memorandum of understanding (the "Memorandum") pursuant to which the
parties agreed to negotiate and enter into definitive documentation
providing for the sale of certain assets (which are identified on
Attachment I to the Memorandum) of US Airways to an entity established by
Mr. Johnson and the provision of certain services (as identified on
Attachment I to the Memorandum) to such entity.
Copies of the Merger Agreement and the Memorandum (including
Attachment I thereto) are attached hereto as Exhibits 2.1 and 2.2,
respectively, and are incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to the full text of
such exhibits.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
(2.1) Agreement and Plan of Merger, dated as of May 23, 2000, by and
among UAL Corporation, Yellow Jacket Acquisition Corp. and
US Airways Group, Inc. (including Exhibit A thereto*)
(2.2) Memorandum of Understanding, dated May 23, 2000, by and among UAL
Corporation, US Airways Group, Inc. and Mr. Robert L.
Johnson (including Attachment I thereto)
* Corrected version.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned hereunto duly authorized.
US AIRWAYS GROUP, INC. (REGISTRANT)
Dated: June 20, 2000 By: /s/ Anita Beier
---------------------------------
Name: Anita Beier
Title: Vice President and Controller
(Chief Accounting Officer)
US AIRWAYS, INC. (REGISTRANT)
Dated: June 20, 2000 By: /s/ Anita Beier
---------------------------------
Name: Anita Beier
Title: Vice President and Controller
(Chief Accounting Officer)
EXHIBIT INDEX
(2.1) Agreement and Plan of Merger, dated as of May 23, 2000, by and among
UAL Corporation, Yellow Jacket Acquisition Corp. and US Airways Group,
Inc. (including Exhibit A thereto*)
(2.2) Memorandum of Understanding, dated May 23, 2000, by and among UAL
Corporation, US Airways Group, Inc. and Mr. Robert L. Johnson
(including Attachment I thereto)
* Corrected version.
