-----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, HOT08d6UXCWQ/ojLFFDXbWWDBOG1g24/iISXspT1fFqwObr8G0Mhx/xLwt4EW9Yv L0Lx66rrqzyMy1Ripjq48A== 0000921530-97-000062.txt : 19970328 0000921530-97-000062.hdr.sgml : 19970328 ACCESSION NUMBER: 0000921530-97-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970327 SROS: BSE SROS: CSE SROS: CSX SROS: NYSE SROS: PHLX GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER 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: 97565784 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7034185306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMEND NO. 4 TO 13D RE USAIR GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* USAir Group, Inc. ------------------------------ (Name of Issuer) Series B Cumulative Convertible Preferred Stock ------------------------------------------------------- (Title of Class of Securities) 911905305 -------------------- (CUSIP Number) Stephen M. Vine, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue New York, New York 10022 (212) 872-1000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 1997 ------------------------------------- (Date of Event which Requires 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 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 disclosure 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). Continued on following page(s) Page 1 of 8 Pages Page 2 of 8 Pages SCHEDULE 13D CUSIP No. 911905305 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Soros Fund Management LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 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 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* OO;IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 8 Pages SCHEDULE 13D CUSIP No. 911905305 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person George Soros (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 8 Pages SCHEDULE 13D CUSIP No. 911905305 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Stanley F. Druckenmiller (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Source of Funds* Not applicable 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented By Amount in Row (11) 0% 14 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 8 Pages This Amendment No. 4 to Schedule 13D relates to shares of Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Shares" or the "Shares") of USAir Group, Inc. (the "Issuer"). This Amendment No. 4 supplementally amends the initial statement on Schedule 13D dated April 29, 1996, filed by one of the Reporting Persons, and all amendments thereto (collectively, the "Initial Statement"). This Amendment No. 4 is being filed by the Reporting Persons to report that Quantum Partners and Quasar Partners have disposed of all Shares held for their respective accounts, and, as such, the Reporting Persons no longer may be deemed the beneficial owners of five percent or more of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows. Item 5. Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed the beneficial owner of no Shares. (b) Not applicable. (c) Except for the transactions listed on Annex B hereto, there have been no transactions effected with respect to the Shares since January 27, 1997 (60 days prior to the date hereof) by Quantum Partners, Quasar Partners or by any of the Reporting Persons. All of the transactions listed on Annex B hereto were executed in routine brokerage transactions on the New York Stock Exchange. (d) Not applicable. (e) The Reporting Persons ceased to be beneficial owners of five percent or more of the outstanding Shares on March 26, 1997. Item 7. Material to be Filed as Exhibits. A. Power of Attorney dated as of January 1, 1997 granted by Mr. Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit A to Amendment No. 3 and incorporated herein by reference). B. Power of Attorney dated as of January 1, 1997 granted by Mr. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus (filed as Exhibit B to Amendment No. 3 and incorporated herein by reference). C. Joint Filing Agreement dated January 1, 1997 by and among SFM, Mr. Soros and Mr. Druckenmiller (filed as Exhibit C to Amendment No. 3 and incorporated herein by reference). Page 6 of 8 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 27, 1997 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS -------------------------------------- Michael C. Neus Assistant General Counsel GEORGE SOROS By: /S/ MICHAEL C. NEUS -------------------------------------- Michael C. Neus Attorney-in-Fact STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS -------------------------------------- Michael C. Neus Attorney-in-Fact Page 7 of 8 Pages ANNEX A The following is a list of all of the persons (other than Stanley Druckenmiller) who serve as Managing Directors of SFM LLC: Scott K. H. Bessent Walter Burlock Brian J. Corvese Jeffrey L. Feinberg Arminio Fraga Gary Gladstein Robert K. Jermain David N. Kowitz Alexander C. McAree Paul McNulty Gabriel S. Nechamkin Steven Okin Dale Precoda Lief D. Rosenblatt Mark D. Sonnino Filiberto H. Verticelli Sean C. Warren Each of the above-listed persons is a United States citizen whose principal occupation is serving as Managing Director of SFM LLC, and each has a business address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York, New York 10106. To the best of the Reporting Persons' knowledge: (a) None of the above persons holds any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 8 of 8 Pages
ANNEX B RECENT TRANSACTIONS IN THE SERIES B PREFERRED SHARES OF USAIR GROUP, INC. Date of Nature of For the Account of Transaction Transaction Number of Shares Price Per Share - ------------------ ------------- ----------- ---------------- --------------- Quasar Partners/1/ 3/26/97 SELL 4,400 76.125 3/26/97 SELL 1,000 76.112 3/26/97 SELL 1,000 76.112 3/26/97 SELL 500 76.154 3/26/97 SELL 1,200 76.119 3/26/97 SELL 400 76.154 3/26/97 SELL 2,000 76.133 3/26/97 SELL 20,000 76.127 3/26/97 SELL 10,000 76.129 3/26/97 SELL 15,700 76.127 Quantum Partners/1/ 3/26/97 SELL 17,400 76.126 3/26/97 SELL 13,100 76.129 3/26/97 SELL 4,000 76.123 3/26/97 SELL 4,000 76.123 3/26/97 SELL 2,000 76.123 3/26/97 SELL 4,800 76.146 3/26/97 SELL 1,600 76.146 3/26/97 SELL 8,000 76.123 3/26/97 SELL 80,000 76.128 3/26/97 SELL 40,000 76.128 3/26/97 SELL 62,900 76.125 _________ /1/ Transactions effected at the direction of SFM LLC.
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