-----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, U66dr9HI/rI99I1jGlNWRLenF176+0NENUcGsEBgf32cl0m3Y5KnJzhlxgixm7YA o5N1LTEwKZKhswBKUMqIwg== 0000891836-97-000259.txt : 19970602 0000891836-97-000259.hdr.sgml : 19970602 ACCESSION NUMBER: 0000891836-97-000259 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970530 SROS: NYSE GROUP MEMBERS: BRITAIR ACQUISITION CORP. INC. GROUP MEMBERS: BRITISH AIRWAYS PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS 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: 97617458 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7038725306 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 13D/AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* US Airways Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share (Upon Conversion of Series F Cumulative Convertible 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) May 21, 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 28,059.364 shares of Series F Cumulative SHARES Convertible Senior Preferred Stock -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 28,059.364 shares of Series F Cumulative WITH Convertible Senior Preferred Stock -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,059.364 shares of Series F Cumulative Convertible 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) 18.3% of Common Stock (assuming conversion of Series F Cumulative Convertible Senior Preferred Stock) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 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 28,059.364 shares of Series F Cumulative SHARES Convertible Senior Preferred Stock -------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY -0- EACH -------------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 28,059.364 shares of Series F Cumulative WITH Convertible Senior Preferred Stock --------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,059.364 shares of Series F Cumulative Convertible 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) 18.3% of Common Stock (assuming conversion of Series F Cumulative Convertible Senior Preferred Stock) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer ------------------- This Statement relates to the common stock, par value $1.00 per share, of US Airways Group, Inc. ("US Airways"), Crystal Park Four, 2345 Crystal Drive, Arlington, Virginia 22227 (the "Common Stock"), which is issuable upon conversion of the Series F Cumulative Convertible Senior Preferred Stock, no par value (the "Series F Preferred Stock"). Item 4. Purpose of Transaction ---------------------- On May 21, 1997, BritAir Acquisition Corp. Inc. ("BritAir") exercised its right to convert all its 28,059.364 shares of the Series F Preferred Stock into 14,458,851 shares of the Common Stock of US Airways pursuant to the Certificate of Designation of the Series F Preferred Stock and Section 4(a) of the Stock Purchase Agreement, dated May 19, 1997, by and among US Airways, British Airways Plc ("BA") and BritAir. On May 21, 1997, BritAir also entered into an Underwriting Agreement (attached hereto as Exhibit 1 (the "Underwriting Agreement") with Goldman, Sachs & Co. ("Goldman Sachs"), providing for the sale by BritAir of 14,458,851 shares of the Common Stock of US Airways, to be received upon conversion of BritAir's 28,059.364 shares of the Series F Preferred Stock, to Goldman Sachs. Under the terms of the Underwriting Agreement, the purchase price for the Common Stock is $34.50 per share. A copy of the press release, dated May 21, 1997, issued by BA and BritAir in connection with the above transactions is attached hereto as Exhibit 99.1. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) BritAir, a wholly owned subsidiary of BA, directly owns 28,059.364 shares of the Series F Preferred Stock. Subject to restrictions on foreign ownership of U.S. airlines, the 28,059.364 shares of the Series F Preferred Stock held by BritAir are convertible into 14,458,851 shares of the Common Stock of US Airways, which is equal to approximately 18.3%* of the total number of shares of the Common Stock of US Airways outstanding (assuming conversion of the Series F Preferred Stock). (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 Stock owned by it. (c) Not applicable. (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 the Series F Preferred Stock beneficially owned by BritAir. - -------- * Based on the number of shares of Common Stock of US Airways outstanding as of March 24, 1997, as disclosed in US Airways' Proxy Statement relating to the Annual Meeting of Stockholders for 1997. (e) The reporting persons ceased to be the beneficial owners of more than five percent of the Common Stock of US Airways on May 21, 1997. Item 7. Material to be filed as Exhibits -------------------------------- 1. Underwriting Agreement, dated May 21, 1997, between BritAir and Goldman Sachs. 2. Press Release, dated May 21, 1997, by BA and BritAir. 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/ Paul Jasinski ------------------ Paul Jasinski Authorized Representative* BRITAIR ACQUISITION CORP. INC. By /s/ Tiffany Hall ------------------ Tiffany Hall President Dated: May 21, 1997 - -------- * Power of Attorney previously filed in Amendment No. 3 to the Schedule 13D filed by BA and BritAir, dated February 14, 1997. EXHIBIT INDEX Page on which Exhibit appears _______________ Ex-1 1. Underwriting Agreement, dated May 21, 1997, between BritAir and Goldman Sachs. Ex-99.1 2. Press Release, dated May 21, 1997, by BA and BritAir. EX-1 2 UNDERWRITING AGREEMENT Exhibit 1 UNDERWRITING AGREEMENT May 21, 1997 Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 Gentlemen: This Underwriting Agreement will confirm the terms pursuant to which (i) BritAir Acquisition Corp. Inc., a Delaware corporation (the "Seller"), will sell to you (the "Underwriter"), and the Underwriter will purchase from the Seller, 14,458,851 shares of Common Stock, par value $1.00 per share (the "Common Shares"), of US Airways Group, Inc. (the "Issuer"), and (ii) the Underwriter will make a public offering of the Common Shares. 1. Representations, Warranties and Agreements of the Seller. The Seller represents and warrants to, and agrees with, the Underwriter that: (a) Pursuant to the Investment Agreement, dated as of January 21, 1993, as amended as of June 9, 1995 (the "Investment Agreement"), between British Airways Plc ("BA") and the Issuer, (i) on January 21, 1993, the Seller purchased 30,000 shares of the Issuer's Series F Cumulative Convertible Senior Preferred Stock (the "Series F Preferred Stock"), (ii) on June 10, 1993, the Seller purchased 152.1 shares of the Issuer's Series T-1 Cumulative Convertible Exchangeable Senior Preferred Stock (the "Series T-1 Preferred Stock") and (iii) on June 10, 1993, the Seller purchased 9,919.8 shares of the Issuer's Series T- 2 Cumulative Convertible Exchangeable Senior Preferred Stock (the "Series T-2 Preferred Stock"). The Issuer has obligated itself to repurchase all of the Series T-1 Preferred Stock and the Series T-2 Preferred Stock and 1,940.636 shares of the Series F Preferred Stock. The Seller has exercised its rights to convert the remaining 28,059.364 shares of Series F Preferred Stock into the Common Shares. (b) The Seller has all requisite corporate power and authority and has taken all corporate action necessary in order to enter into this Agreement and to sell, assign, transfer and deliver the Common Shares in accordance herewith. This Agreement constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms. (c) Immediately prior to the Closing (as defined below), the Seller will have good and valid title to the Common Shares, free and clear of all liens, encumbrances, equities or claims (other than pursuant to the Investment Agreement and this Agreement); and, upon delivery of the Common Shares and payment therefor pursuant hereto, good and valid title to the Common Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the Underwriter. (d) The sale of the Common Shares by the Seller pursuant to this Agreement will not (assuming compliance with this Agreement by the Underwriter) conflict with, or result in a breach or violation of, any of the terms or provisions of the Investment Agreement or the Stock Purchase Agreement made and entered into the 19th day of May, 1997, by and among the Issuer, BA and the Seller. (e) On or prior to the Closing Date, the Common Shares shall have been listed, subject to notice of issuance, on the New York Stock Exchange. 2. Purchase and Sale of Common Shares. (a) Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Seller, the Common Shares at a purchase price per share of $34.50. -2- (b) The certificate evidencing the Common Shares will be made available for inspection by the Underwriter at 2:00 p.m., New York time, on the business day prior to the Closing Date, at the offices of Sullivan & Cromwell referred to in Section 2(c) hereof. (c) The certificate evidencing the Common Shares, together with appropriate instruments for the transfer thereof to the Underwriter, shall be delivered by the Seller to the Underwriter against payment by the Underwriter of the aggregate purchase price therefor by wire transfer of immediately available funds to the account of the Seller at _________. Such delivery shall take place at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, or at such other location as the Seller and the Underwriter may agree in writing. The time and date of payment and delivery shall be 9:30 a.m., New York time, on May 27, 1997, or such other time and date as the Seller and the Underwriter may agree in writing. The exchange of Common Shares for the purchase price therefor is herein referred to as the "Closing". The date on which such Closing occurs is herein referred to as the "Closing Date". 3. Public Offering of Common Shares. The Underwriter has been informed by the Seller that compliance with Section 7.1(b)(i) of the Investment Agreement requires that the Common Shares be sold in an underwritten public offering primarily in the United States, and that in order to satisfy that requirement BA and the Seller are relying on the Underwriter to comply, and the Underwriter agrees that it will comply, in connection with the resale by the Underwriter of the Common Shares, with the following requirements: (a) the Common Shares shall be offered to the public in a manner consistent with the procedures that have been employed by the Underwriter in an underwritten public offering of common stock; (b) the Underwriter shall not sell more than 4,000,000 Common Shares to any person; and (c) not more than an aggregate of 3,000,000 Common Shares shall be offered or sold by the Underwriter outside the United States and such -3- offers and sales shall be made only to foreign investors set forth on Annex 3(c) hereto. In offering or selling the Common Shares, the Underwriter shall not refer to the Issuer's Registration Statement on Form S-1 (Registration No. 333-25967) or the prospectus therein, and shall not furnish or refer to any information, or make any statement, regarding the Common Shares or the Issuer which purports to be on behalf of BA or the Seller. Neither BA nor the Seller has authorized the Underwriter to make any statement with respect to, or to furnish or refer to any information with respect to, the Issuer or the Common Shares (including, without limitation, any filing by the Issuer pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any rules or regulations thereunder), and no such statement or information shall be made, furnished or referred to by the Underwriter on behalf of BA or the Seller. 4. Conditions to Closing. The obligation of the Underwriter to accept and pay for the Common Shares is subject to the following conditions: (a) The representations and warranties of the Seller contained herein shall be true and correct when made and at and as of the Closing Date. (b) The Seller shall have performed and complied with all agreements on its part to be performed or complied with prior to or on the Closing Date pursuant hereto. (c) Sullivan & Cromwell, counsel to the Seller, shall have delivered to the Underwriter a copy of its opinion to the Issuer in the form attached, together with a letter addressed to the Underwriter to the effect that the Underwriter is entitled to rely thereon as if such opinion had been addressed to the Underwriter. 5. Expenses. The Seller agrees with the Underwriter that the Seller will pay or cause to be paid (i) the fees, disbursements and expenses of counsel to the Seller in connection with the transactions contemplated by this Agreement and (ii) all expenses and taxes incident to the sale and delivery of the Common Shares. The Underwriter will -4- pay all of its own costs and expenses, including the fees of its counsel, stock transfer and other taxes on sale of the Common Shares by it, and any advertising expenses connected with any offers it makes. 6. Survival of Agreements, Etc. All representations, warranties, covenants and agreements made herein or in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement and the purchase and sale of the Common Shares by the Underwriter. 7. Non-Assignability and Successors. This Agreement and the rights and obligations hereunder may not be assigned or otherwise transferred by any party without the prior written consent of the others. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriter, BA and the Seller, and their respective successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of Common Shares from the Underwriter, by virtue of such purchase, shall be deemed a successor or assign of the Underwriter. 8. Headings. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 9. Amendments. This Agreement cannot be modified, amended or terminated except by an instrument in writing signed by the Seller and the Underwriter; provided, however, that any provision of this Agreement may be waived only by the party to be charged with the waiver and only by a duly executed writing. 10. Time of Essence. Time shall be of the essence in this Agreement. 11. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 12. Notices. All notices and other communications hereunder shall be in writing and shall be sent as follows: (i) If to the Seller: BritAir Acquisition Corp. Inc. -5- 1105 North Market Street Suite 1300 P.O. Box 8985 Wilmington, Delaware 19899 Attention: Paul Jasinski with copies to British Airways Plc Speedbird House Heathrow Airport (London) Hounslow TW6 2JA England Attention: Legal Director and Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Benjamin F. Stapleton (ii) If to the Underwriter: Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 Attention: Legal Department 13. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Underwriter and the Seller and supersedes all prior agreements and understandings relating to the subject matter hereof. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. -6- IN WITNESS WHEREOF, the Seller has executed this Agreement as of the day and year first above written. BRITAIR ACQUISITION CORP. INC. By: /s/ Paul Jasinski -------------------- Name: Paul Jasinski Title: Secretary Accepted and agreed as of the date first above written: GOLDMAN, SACHS & CO. /s/ Goldman, Sachs & Co. - ------------------------ -7- EX-99.1 3 PRESS RELEASE, DATED MAY 21, 1997 EX-99.1 BRITISH AIRWAYS DISPOSES OF US AIRWAYS SHARES NEW YORK, MAY 21, 1997: British Airways Plc announced today that its wholly- owned subsidiary, BritAir Acquisition Corp. Inc., has entered into an agreement with Goldman Sachs & Co. to sell its remaining investment in US Airways - 14.46 million shares of US Airways common stock - for $499 million, or $34.50 per share. On Tuesday (May 20) British Airways became obligated to sell all of its Series T-1 and T-2 Preferred Shares and a portion of its Series F Preferred Shares, to US Airways for an aggregate of $126 million. British Airways will realize total proceeds of $625 million from the disposition of its entire equity interest in US Airways which it acquired at an original cost of $401 million, a profit of $224 million. Bob Ayling, Chief Executive, said: "This is an excellent deal for British Airways and its shareholders. It realizes the potential of the deal we struck with USAir four years ago and completes the disposal of our investment." On Monday (May 19), British Airways announced record profits of $900 million for the year ending March 31, a 16.9 per cent increase over the previous year. The airline said that the value of its investment in US Airways had been restated at its original cost, reversing the 50 per cent write-down made two years ago, pending the disposal of the shares. The alliance between USAir and British Airways was announced in January, 1993. The agreement provided an immediate investment of $300 million by British Airways in convertible preferred USAir shares for an initial 19.9 per cent voting interest. In April of 1993, in conjunction with USAir's sale of 10 million shares of common stock, British Airways paid another $100 million for additional preferred stock which raised its holding in the US Air Group to 24.6 per cent. The investment agreement gave British Airways options over the next five years to invest up to a further $450 million in additional preferred shares in USAir in two tranches if regulatory and financial conditions permitted. These options were never exercised. In October 1996, USAir served notice on British Airways that it was seeking to end its code share relationship and the link between the two carrier's frequent flyer programmes. -----END PRIVACY-ENHANCED MESSAGE-----