-----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, N5uG+nMLQRguzSFSCVPAtV9+9CMdpTPxneGsYH0dO/2EPH8rt1jOG1V40QLbI/tI iZAEJDRo32GGHA9LmcKWiw== 0000919574-97-000307.txt : 19970318 0000919574-97-000307.hdr.sgml : 19970318 ACCESSION NUMBER: 0000919574-97-000307 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970317 SROS: NYSE 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: 97558010 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7034185306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CAPITAL MANAGEMENT INC/MN CENTRAL INDEX KEY: 0001034884 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55305 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 200 CITY: MINNETONK STATE: MN ZIP: 55305 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: US Airways Group, Inc. Title of Class of Securities: Series B Cumulative Convertible Preferred Stock CUSIP Number: 911905305 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Michael J. Frey, c/o Global Capital Management, Inc., 601 Carlson Parkway, Suite 200, Minnetonka, MN 55305 (Date of Event which Requires Filing of this Statement) March 10, 1997 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 [ ]. Check the following line if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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.: 911905305 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Global Capital Management, Inc. 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 67,600 8. Shared Voting Power: 9. Sole Dispositive Power: 67,600 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 67,600 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 1.59% 14. Type of Reporting Person CO 3 The purpose of this Amendment No. 1 to the previously filed Schedule 13D is to report that the beneficial ownership of Global Capital Management, Inc. in the Series B Cumulative Convertible Preferred Stock, par value $50.00 (the "Shares") of US Airways Group, Inc. (the "Issuer") has decreased from 5.28% to 1.59% of the Shares outstanding. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Reporting Person is deemed to beneficially own 67,600 Shares. All 67,600 Shares are held by either the Partnerships or the Offshore Fund. All the Shares were purchased in open market transactions. The funds for the purchase of the Shares held in the Partnerships and the Offshore Fund have come from the working capital of the Partnerships or the Offshore Fund. The working capital of these entities includes the proceeds of margin loans entered into in the ordinary course of business with Morgan Stanley & Co. Incorporated, such loans being secured by the securities owned by them. Item 4. Purpose of Transactions No change. Item 5. Interest in Securities of Issuer As of the date hereof, the Reporting Person is deemed to be the beneficial owner of 67,600 Shares. Based on the Issuer's filing of Form 10-Q on November 14, 1996, as of September 30, 1996 there were 4,263,050 Shares outstanding. Therefore, the Reporting Person is deemed to beneficially own 1.59% of the outstanding Shares. The Reporting Person has the power to vote, direct the vote, dispose of or direct the disposition of all the Shares that it is deemed to beneficially own. All transactions in the Shares effected by the Reporting Person since the most recent filing on Schedule 13D through the date of this filing were effected in open- market transactions and are set forth in Exhibit A hereto. The Reporting Person ceased to be the 4 beneficial owner of more than 5% of the outstanding Shares on March 10, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by the Reporting Person since the most recent filing on Schedule 13D through the date of this filing is filed herewith as Exhibit A. 5 Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. GLOBAL CAPITAL MANAGEMENT, INC. By: /s/ Richard J. Emmerich _____________________________ Richard J. Emmerich, President March 17, 1997 6 SCHEDULE OF TRANSACTIONS Date Shares Purchased or (Sold) Price Per Share ____ ________________________ _______________ 3/4/97 32,300 $60.369 3/10/97 (50,000) 67.878 3/11/97 (95,000) 70.734 3/12/97 (45,000) 71.05 21250000.AD4 -----END PRIVACY-ENHANCED MESSAGE-----