-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L5UFhgkez19nVb9SyB6LWOrPZIKzcMR1nar8/oSs3y1HqBDXHZStCgaMnXRJaGzF rf8Dm+hKjHGONniXc94p8w== 0000891836-97-000026.txt : 19970203 0000891836-97-000026.hdr.sgml : 19970203 ACCESSION NUMBER: 0000891836-97-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970131 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USAIR GROUP INC CENTRAL INDEX KEY: 0000701345 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 541194634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33976 FILM NUMBER: 97515436 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7034185306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRITISH AIRWAYS PLC CENTRAL INDEX KEY: 0000809023 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SPEEDBIRD HOUSE HEATHROW AIRPORT CITY: HOUNSLOW ENGLAND TW6 STATE: X0 SC 13D/A 1 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* USAir Group, Inc. - -------------------------------------------------------------------------------- (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) - ------------------------------------------------------------------------------- (Title of Class of Securities) 911905 10 7 ----------------------------------------------------- (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 - ------------------------------------------------------------------------------- (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). - ------------------------ CUSIP NO. 911905 10 7 - ------------------------ - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BritAir Acquisition Corp. Inc. IRS Identification No. 521578385 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC, AF - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 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- ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- -3- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON British Airways Plc IRS Identification No. 131546240 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - ------------------------------------------------------------------------------- 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- - ------------------------------------------------------------------------------- 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.) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- -5- 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 -6- 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- 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- 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 -9- EXHIBIT INDEX Page on which Exhibit appears --------------- Ex-99.1. Letter, dated January 27, 1997, from Robert Ayling, Derek Stevens, and Roger Maynard to Stephen Wolf of USAir. -10- EX-99.1 2 COVER LETTER January 27, 1997, EX-99.1 BRITISH AIRWAYS - ------------------------------------------------------------------------------- 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 - --------------- ---------------- ---------------- Robert Ayling Derek Stevens Roger Maynard cc: USAir Board Michelle Bryan -----END PRIVACY-ENHANCED MESSAGE-----