============================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2000 ----------------------------------------------------- UAL CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-6033 36-2675207 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1200 Algonquin Road, Elk Grove Township, Illinois 60007 (Address of principal executive offices) (Zip Code) (847) 700-4000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ============================================================================ 2 Item 5. Other Events. On May 23, 2000, UAL Corporation ("UAL") and US Airways Group, Inc. ("US Airways") entered into an Agreement and Plan of Merger. Also on May 23, 2000, UAL, US Airways, and Robert L. Johnson entered into a Memorandum of Understanding regarding the terms and conditions under which Mr. Johnson would acquire certain assets of US Airways. Attached and incorporated herein by reference in their entirety as Exhibits 2.1 and 99.1 are, respectively, copies of the Agreement and Plan of Merger and the Memorandum of Understanding. Item 7. Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 23, 2000, among UAL Corporation, Yellow Jacket Acquisition Corp. and US Airways Group, Inc. 99.1 Memorandum of Understanding, dated as of May 23, 2000, among UAL Corporation, US Airways Group, Inc., and Robert L. Johnson 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. UAL CORPORATION By: /s/ Francesca M. Maher --------------------------- Name: Francesca M. Maher Title: Senior Vice President, General Counsel and Secretary Date: May 30, 2000 4 INDEX TO EXHIBITS Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 23, 2000, among UAL Corporation, Yellow Jacket Acquisition Corp. and US Airways Group, Inc. 99.1 Memorandum of Understanding, dated as of May 23, 2000, among UAL Corporation, US Airways Group, Inc. and Robert L. Johnson