-----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, PrWJYKgoCX0M+sgcUV3QG2+rTl2S02/fIvCCyHJi8SdY7/bIR/8BQNia9F0cA81Z NJHvJD57WVa/X+iBpQ6qvA== 0000891836-96-000348.txt : 19961219 0000891836-96-000348.hdr.sgml : 19961219 ACCESSION NUMBER: 0000891836-96-000348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961218 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: 96682361 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 MAIL ADDRESS: ZIP: ----- SC 13D/A 1 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 1996 (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 December 17, 1996, British Airways Plc ("BA") sent a letter (attached hereto as Exhibit 1) to USAir notifying USAir, pursuant to the Investment Agreement between USAir and BA, dated as of January 21, 1993, as amended (the "Investment Agreement"), that BA's wholly-owned subsidiary, BritAir Acquisition Corp. Inc., intends to sell in one or more underwritten public offerings or privately negotiated transactions all of the 30,000 shares of Series F Preferred Stock, 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. -6- In addition, pursuant to the Investment Agreement, BA notified USAir that it was exercising its right to require USAir to use reasonable efforts to register under the Securities Act of 1933 all of the USAir Preferred Stock for sale in one or more underwritten public offerings. The Investment Agreement requires USAir, upon receipt of such notice, to proceed as promptly as practicable to prepare and file with the Securities and Exchange Commission and to use its reasonable efforts to cause to become effective within 120 days from the date of receipt of the notice a registration statement with respect to such an offering. Item 5. Interest in Securities of the Issuer (a) BritAir 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 - -------- * 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. 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, a wholly owned subsidiary of BA, 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, the Series T-1 Preferred Stock and the Series T-2 Preferred Stock owned by it. (c) No transactions in the shares of Series F Preferred Stock, the Series T-1 Preferred Stock, the Series T-2 Preferred Stock or the Common Stock were effected by the Reporting Persons during the past 60 days. (d) No person other than BritAir, a wholly owned subsidiary of BA, 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 December 17, 1996, from BA to USAir. -7- 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/ Barbara Cassani -------------------- BRITAIR ACQUISITION CORP. INC. By /s/ Barbara Cassani -------------------- Dated: December 18, 1996 -8- EXHIBIT INDEX Page on which Exhibit appears Ex-99.1. Letter, dated December 17, 1996, from British Airways Plc to USAir Group, Inc. -9- EX-99 2 EXHIBIT 99.1 EX-99.1 BRITISH AIRWAYS 75-20 Astoria Boulevard Jackson Heights, New York 11370 December 17, 1996 USAir Group, Inc. Crystal Park Four 2345 Crystal Drive Arlington, Virginia 22227 United States of America Attention: Lawrence M. Nagin, General Counsel Dear Mr. Nagin: This letter constitutes notice, pursuant to Section 7.2 of the Investment Agreement between USAir Group, Inc. ("USAir") and British Airways Plc ("BA") dated as of January 21, 1993, as amended (the "Investment Agreement"), that BA's wholly-owned subsidiary, BritAir Acquisition Corp. Inc. ("BritAir"), intends to sell in one or more underwritten public offerings or privately negotiated transactions all of the 30,000 shares of Series F Cumulative Convertible Senior Preferred Stock ("Series F Preferred Stock"), the 152.1 shares of Series T-1 Cumulative Convertible Exchangeable Senior Preferred Stock ("Series T-1 Preferred Stock") and the 9,919.8 shares of Series T-2 Cumulative Convertible Exchangeable Senior Preferred Stock ("Series T-2 Preferred Stock", and together with Series F Preferred Stock and Series T-1 Preferred Stock, "USAir Preferred Stock") of USAir which are owned by BritAir. Any such underwritten public offering will constitute a Permitted Offering as defined in Section 7.1 (b)(i) of the Investment Agreement. The Offering Prices (as calculated pursuant to clauses (ii)(B) and (iii)(B) of the third sentence of Section 7.2 of the Investment Agreement) are $11,656.36 per share of Series F Preferred Stock and $11,036.59 per share of Series T-1 Preferred Stock. The Offer Price (as calculated pursuant to clause (iii)(A) - i.e. the proposed sale price for privately negotiated transactions) is $10,000.00 per share of T-2 Preferred Stock. An Offer Price per share of Series T-2 Preferred Stock for a Permitted Offering calculated pursuant to clause (ii)(A) or (B) will be determined and provided to you at a later date. Pursuant to Section 7.2 of the Investment Agreement, USAir has until February 15, 1997 to give notice to BA that USAir elects to purchase USAir Preferred Stock as to which an Offer Price has been established by the letter. If USAir fails to give such notice by such date, BritAir will be free to complete the proposed sales of USAir Preferred Stock in accordance with the terms of Section 7.2 of the investment Agreement. In addition, pursuant to Section 8.1(a) of the Investment Agreement, BA hereby gives USAir notice that it exercises its right to require USAir to use reasonable efforts to register under the Securities Act of 1933 all the USAir Preferred Stock owned by BritAir referred to above for sale in one or more underwritten public offerings. As you know, Section 8.1(b) of the Investment Agreement requires USAir, upon receipt of this notice, to proceed as promptly as practicable to prepare and file with the Securities and Exchange Commission and to use its reasonable efforts to cause to become effective within 120 days from the date of receipt of this notice a registration statement with respect to such an offering. We stand ready to assist you in that endeavor in any way in which we reasonably can. In order to comply with the notice provisions of the Investment Agreement, BA is sending a copy of this letter to Larry Lederman at the address specified in the notices as well as to Peter Atkins. Yours very truly, /s/ Barbara Cassani ------------------------- Authorized Representative British Airways Plc cc: Milbank, Tweed, Hadley & McCloy One Chase Manhattan Plaza New York, New York 10005 Attention: Lawrence Lederman, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 Attention: Peter A. Atkins -----END PRIVACY-ENHANCED MESSAGE-----