-----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, QrqJ7knZupnhZSTWH0dQoRp61qwpJWUxmWv+g2bQu4GU8fhrQ+uStAME4hnP0Pra RYxI4d+WJeQTQKlfhkgh1w== 0000950157-03-000528.txt : 20030905 0000950157-03-000528.hdr.sgml : 20030905 20030905165747 ACCESSION NUMBER: 0000950157-03-000528 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030905 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-33976 FILM NUMBER: 03884302 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7038725306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 US Airways Group, Inc. - ----------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock (par value $1.00 per share) - ----------------------------------------------------------------------------- (Title of Class of Securities) 911905503 - ----------------------------------------------------------------------------- (CUSIP Number) August 27, 2003 - ----------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ------------------------------------------------------------------------------- CUSIP NO. 911905503 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs & Co. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY ---------------------------------------------- OWNED BY 6. SHARED VOTING POWER EACH 935,800 REPORTING ---------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------- 8. SHARED DISPOSITIVE POWER 935,800 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 935,800 shares of Class A Common Stock beneficially owned by the Reporting Person set forth above plus 3,743,200 shares of Class A Common Stock beneficially owned by members of the Purchase Group (other than Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.) as referenced in the Preliminary Note. See Preliminary Note. - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.9% attributable to the Class A Common Stock beneficially owned by the Reporting Person set forth above but the combined 4,679,000 shares of Class A Common Stock beneficially owned by the Purchase Group represents 9.7% of the number of shares of Class A Common Stock outstanding. See Preliminary Note. - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON BD-PN-IA - ------------------------------------------------------------------------------- 2 - ------------------------------------------------------------------------------- CUSIP NO. 911905503 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Goldman Sachs Group, Inc. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY ---------------------------------------------- OWNED BY 6. SHARED VOTING POWER EACH 935,800 REPORTING ---------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------- 8. SHARED DISPOSITIVE POWER 935,800 - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 935,800 shares of Class A Common Stock beneficially owned by the Reporting Person set forth above plus 3,743,200 shares of Class A Common Stock beneficially owned by members of the Purchase Group (other than Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.) as referenced in the Preliminary Note. See Preliminary Note. - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.9% attributable to the Class A Common Stock beneficially owned by the Reporting Person set forth above but the combined 4,679,000 shares of Class A Common Stock beneficially owned by the Purchase Group represents 9.7% of the number of shares of Class A Common Stock outstanding. See Preliminary Note. - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON HC-CO - ------------------------------------------------------------------------------- 3 Preliminary Note: Goldman, Sachs & Co. ("GSC") and The Goldman Sachs Group, Inc. (together with GSC, "Goldman") are filing this Schedule 13G with respect to the Class A Common Stock (the "Class A Common Stock"), par value $1.00 per share of US Airways Group, Inc. (the "Company"). Goldman is currently the owner of 935,800 shares of Class A Common Stock. Goldman, OCM Principal Opportunities Fund II, L.P. ("OCM"), a private equity-based fund managed by Oaktree Capital Management, LLC (together with OCM, "Oaktree"), Aviation Acquisition, L.L.C. ("Aviation Acquisition"), a private equity-based fund managed by Farallon Capital Management, L.L.C. ("Farallon") and the managing members of Farallon, David I. Cohen, Chun R. Ding, Joseph F. Downes, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly (collectively, the "Managing Members" and together with Farallon, Aviation Acquisition, Oaktree and Goldman, the "Purchase Group"), purchased, in aggregate, 4,679,000 shares of Class A Common Stock of the Company in a private placement which closed in two parts in August 2003. Certain terms and conditions in connection with such parties' investment in the Class A Common Stock, including the signing by GSC, Aviation Acquisition, OCM, the limited liability company members of Aviation Acquisition and the Company of that certain Stockholder Agreement dated as of August 14, 2003, as amended by Amendment No. 1 dated as of August 27, 2003, could be deemed to make Goldman, Oaktree, Aviation Acquisition, Farallon and the Managing Members members of a group as defined by Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 13(d)-5(b) of the Exchange Act, each member of the Purchase Group may be deemed to beneficially own any equity securities of the Company that the other members of the group beneficially own. Goldman is therefore filing this Schedule 13G to report (i) the beneficial ownership by Goldman of 935,800 shares of Class A Common Stock and (ii) the possible formation of the Purchase Group and the attribution to Goldman of 3,743,200 shares of Class A Common Stock beneficially owned, in aggregate, by the other members of the Purchase Group.[F1] Goldman expressly disclaims beneficial ownership of 3,743,200 shares of Class A Common Stock of the Company owned by the other members of the Purchase Group. - ------------------------- [F1] Such figure was based on information obtained directly from OCM and Aviation Acquisition 4 Item 1(a). Name of Issuer: US Airways Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 2345 Crystal Drive Arlington, VA 22227 Item 2(a). Name of Person Filing: Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. Item 2(b). Address of Principal Business Office or, if none, Residence: 85 Broad Street New York, NY 10004 Item 2(c). Citizenship: Goldman, Sachs & Co. - New York The Goldman Sachs Group, Inc. - Delaware Item 2(d). Title of Class of Securities: Class A Common Stock, par value $1.00 per share Item 2(e). CUSIP Number: 911905503 Item 3. Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(c) Item 4. Ownership* (a) Amount Beneficially Owned Goldman beneficially owns 935,800 shares of Class A Common Stock. The Purchase Group beneficially owns 4,679,000 shares of Class A Common Stock. (b) Percent of Class Goldman beneficially owns 1.9% of the issued and outstanding shares of the Class A Common Stock. The Purchase Group beneficially owns 9.7% of the issued and outstanding shares of the Class A Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: See the responses to Item 5 on the attached cover pages. (ii) Shared power to vote or direct the vote: See the responses to Item 6 on the attached cover pages. 5 (iii) Sole power to dispose of or direct the disposition: See the responses to Item 7 on the attached cover pages. (iv) Shared power to dispose of or direct the disposition: See the responses to Item 8 on the attached cover pages. The Class A Common Stock reported hereby for Goldman, Sachs & Co. are owned directly by Goldman, Sachs & Co. The Goldman Sachs Group, Inc., as the parent holding company of Goldman, Sachs & Co., may be deemed to be the beneficial owner of all such Class A Common Stock owned by Goldman, Sachs & Co. The Goldman Sachs Group, Inc. hereby disclaims any beneficial ownership of any such Class A Common Stock. The 3,743,200 shares of Class A Common Stock attributed to Goldman by virtue of their possible membership in the Purchase Group are owned directly by OCM and/or Aviation Acquisition. Goldman hereby disclaims any beneficial ownership of any such shares of Class A Common Stock. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Exhibit (99.2). Item 8. Identification and Classification of Members of the Group See Preliminary Note. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction 6 having that purpose or effect. --------------------- * In accordance with the Securities and Exchange Commission (the "SEC") Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by the investment banking division ("IBD") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any other operating unit of GSG. IBD disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which IBD or its employees have voting or investment discretion, or both and (ii) certain investment entities, of which IBD is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than IBD. Goldman expressly disclaims beneficial ownership of 3,743,200 shares of Class A Common Stock beneficially owned by other members of the Purchase Group. 7 SIGNATURE 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. Date: September 5, 2003 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact 8 INDEX TO EXHIBITS Exhibit No. Exhibit 99.1 Joint Filing Agreement, dated September 5, 2003, between The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. 99.2 Item 7 Information 99.3 Power of Attorney, dated January 6, 2003, relating to Goldman, Sachs & Co. 99.4 Power of Attorney, dated January 6, 2003, relating to The Goldman Sachs Group, Inc. 9 EX-99.1 3 ex99-1.txt JOING FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock (par value $1.00 per share), of US Airways Group, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: September 5, 2003 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact EX-99.2 4 ex99-2.txt ITEM 7 INFORMATION EXHIBIT 99.2 ITEM 7 INFORMATION The securities being reported on by the The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a direct and indirect wholly owned subsidiary of GS Group. EX-99.2 5 ex99-3.txt POWER OF ATTORNEY EXHIBIT 99.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel, Saskia Brookfield Martin and Susan Goddard, (and any other employees of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 6th, 2003. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm -------------------------------- Name: Gregory K. Palm Title: Managing Director EX-99.4 6 ex99-4.txt POWER OF ATTORNEY EXHIBIT 99.4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel, Saskia Brookfield Martin and Susan Goddard, (and any other employees of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 6th, 2003. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm -------------------------------- Name: Gregory K. Palm Title: Executive Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----