FORM 10-K/A--Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
US AIRWAYS GROUP, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive,
Arlington, Virginia 22227
(Address of principal
executive offices)
(703) 872-5306
(Registrant's telephone number, including area code)
(Commission file number: 1-8444)
(I.R.S. Employer Identification No.: 54-1194634)
US AIRWAYS, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
2345 Crystal Drive,
Arlington, Virginia 22227
(Address of principal
executive offices)
(703) 872-7000
(Registrant's telephone number, including area code)
(Commission file number: 1-8442)
(I.R.S. Employer Identification No.: 53-0218143)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Registrant Title of each class on which registered
US Airways Common Stock New York Stock
Group, Inc. par value $1.00 Exchange
per share (Common Stock)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K section 229.405 is not contained herein, and will not
be contained, to the best of the registrants' knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of US Airways Group, Inc.
held by non-affiliates on February 26, 1999 was approximately
$3,691,000,000. On February 26, 1999, there were outstanding approximately
79,088,000 shares of Common Stock and 1,000 shares of common stock of US
Airways, Inc.
The registrant US Airways, Inc. meets the conditions set forth in General
Instructions I(1)(a) and (b) of Form 10-K and is therefore participating in
the filing of this form in the reduced disclosure format permitted by such
Instructions.
Item of Form 10-K Document Incorporated by Reference
Part III, Items 10, 11, Proxy Statement* (excluding
12 and 13 therefrom the subsections
entitled "Human Resources
Committee Report on Executive
Compensation" and "Performance Graph")
* Refers to the definitive Proxy Statement of US Airways Group, Inc., filed
pursuant to Regulation 14A, relating to the Annual Meeting of Stockholders
of US Airways Group, Inc. to be held on May 19, 1999.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998 is being filed solely to re-file a new version of Exhibit
10.2 hereto (pursuant to a confidential treatment request filed with the
Securities and Exchange Commission (SEC)) and to amend the list of Exhibits
included herein relating thereto. The 10-K/A constitutes Amendment No. 2 to
US Airways Group Inc.'s (US Airways Group) and US Airways, Inc.'s (US
Airways) Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
Part IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
CONSOLIDATED FINANCIAL STATEMENTS
(i) The following consolidated financial statements of US Airways Group,
Inc. are included in Part II, Item 8A of the Form 10-K filed on
March 19, 1999: -Consolidated Statements of Operations for each of
the three years ended December 31, 1998 -Consolidated Balance
Sheets as of December 31, 1998 and 1997 -Consolidated Statements of
Cash Flows for each of the three years ended December 31, 1998
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for each of the three years ended December 31, 1998
-Notes to Consolidated Financial Statements
(ii) The following consolidated financial statements of US Airways, Inc.
are included in Part II, Item 8B of the Form 10-K filed on March
19, 1999: -Consolidated Statements of Operations for each of the
three years ended December 31, 1998 -Consolidated Balance Sheets as
of December 31, 1998 and 1997 Consolidated Statements of Cash Flows
for each of the three years ended December 31, 1998 Consolidated
Statements of Changes in Stockholder's Equity (Deficit) for each of
the three years ended December 31, 1998 -Notes to Consolidated
Financial Statements
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted because they
are not applicable or not required, or because the required information was
either incorporated by reference or included in the financial statements or
notes thereto included in the Form 10-K filed on March 19, 1999.
EXHIBITS
Designation Description
* 3.1 Restated Certificate of Incorporation of US Airways
Group, Inc. (incorporated by reference to Exhibit 3.1
to US Airways Group's Registration Statement on Form
8-B dated January 27, 1983), including the
Certificate of Amendment dated May 13, 1987
(incorporated by reference to Exhibit 3.1 to US
Airways Group's and US Airways, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31,
1987), the Certificate of Increase dated June 30,
1987 (incorporated by reference to Exhibit 3 to US
Airways Group's and US Airways' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1987), the
Certificate of Increase dated October 16, 1987
(incorporated by reference to Exhibit 3.1 to US
Airways Group's and US Airways' Quarterly report on
Form 10-Q for the quarter ended September 30, 1987),
the Certificate of Increase dated August 7, 1989
(incorporated by reference to Exhibit 3.1 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1989), the Certificate of
Increase dated April 9, 1992 (incorporated by
reference to Exhibit 3.1 to US Airways Group's and US
Airways' Annual Report on Form 10-K for the year
ended December 31, 1992), the Certificate of Increase
dated January 21, 1993 (incorporated by reference to
US Airways Group's and US Airways' Annual Report on
Form 10-K for the year ended December 31, 1992), and
the Certificate of Amendment dated May 26, 1993
(incorporated by reference to Appendix II to US
Airways Group's Proxy Statement dated April 26,
1993); and the Certificate of Ownership and Merger
merging Nameco, Inc. into USAir Group, Inc.
dated February 17, 1997 (incorporated by reference to
Exhibit 3.1 to US Airways Group's Annual Report on
Form 10-K for 1996).
* 3.2 By-Laws of US Airways Group.
* 3.3 Restated Certificate of Incorporation of US Airways
(incorporated by reference to Exhibit 3.1 to US
Airways' Registration Statement on Form 8-B dated
January 27, 1983); and the Certificate of Amendment
to Restated Certificate of Incorporation of USAir,
Inc. dated February 17, 1997 (incorporated by
reference to Exhibit 3.3 to US Airways' Annual Report
on Form 10-K for 1996).
* 3.4 By-Laws of US Airways.
+ 10.1 Purchase agreement dated October 31, 1997 between US
Airways Group and AVSA, S.A.R.L. (AVSA), an affiliate
of aircraft manufacturer Airbus Industrie G.I.E.
(incorporated by reference to Exhibit 10.1 to US
Airways Group's Quarterly Report on Form 10-Q for the
three months ended September 30, 1997) (portions of
this exhibit were omitted pursuant to a request for
confidential treatment filed separately with the
SEC).
10.2 Amendment No. 1 dated June 10, 1998 to purchase
agreement dated October 31, 1997 between US Airways
Group and AVSA (portions of this exhibit have been
omitted pursuant to a request for confidential
treatment and filed separately with the SEC).
* 10.3 Amendment No. 2 dated January 19, 1999 to purchase
agreement dated October 31, 1997 between US Airways
Group and AVSA (portions of this exhibit have been
omitted pursuant to a request for confidential
treatment and filed separately with the SEC).
**10.4 Purchase Agreement dated November 24, 1998 between US
Airways Group and AVSA (portions of this exhibit have
been omitted pursuant to a request for confidential
treatment and filed separately with the SEC).
* 10.5 Incentive Compensation Plan of US Airways Group, Inc.
as amended and restated January 1, 1997 (incorporated
by reference to Exhibit 10.6 to US Airways Group's
Annual Report on Form 10-K for the year ended
December 31, 1997).
* 10.6 US Airways, Inc. Supplementary Retirement Benefit
Plan (incorporated by reference to Exhibit 10.5 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1989).
* 10.7 US Airways, Inc. Supplemental Executive Defined
Contribution Plan (incorporated by reference to
Exhibit 10.6 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 1994).
* 10.8 1998 Pilot Stock Option Plan of US Airways Group,
Inc. (incorporated by reference to Exhibit 10 to US
Airways Group's Quarterly Report on Form 10-Q for the
three months ended September 30, 1998).
* 10.9 1997 Stock Incentive Plan of US Airways Group, Inc.
as amended and restated as of November 18, 1997
(incorporated by reference to Exhibit 10.9 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1997).
* 10.10 1996 Stock Incentive Plan of US Airways Group, Inc.
as amended and restated as of May 20, 1998
(incorporated by reference to Exhibit 10 to US
Airways Group's Quarterly Report on Form 10-Q for the
three months ended June 30, 1998).
* 10.11 US Airways Group Nonemployee Director Stock Incentive
Plan (incorporated by reference to Exhibit B to US
Airways Group's Proxy Statement dated April 15,
1996).
* 10.12 US Airways Group Nonemployee Director Deferred Stock
Unit Plan (incorporated by reference to Exhibit 10.12
to US Airways Group's Annual Report on Form 10-K for
the year ended December 31, 1997).
* 10.13 Amendment No. 1 dated July 22, 1998 to the US Airways
Group Nonemployee Director Deferred Stock Unit Plan.
* 10.14 Amendment No. 2 dated March 17, 1999 to the US
Airways Group Nonemployee Director Deferred Stock
Unit Plan.
* 10.15 1992 Stock Option Plan of USAir Group (incorporated
by reference to Exhibit A to US Airways Group's Proxy
Statement dated March 31, 1992).
* 10.16 1984 Stock Option and Stock Appreciation Rights Plan
of USAir Group Inc. (incorporated by reference to
Exhibit A to US Airways Group's Proxy Statement dated
March 30, 1984).
* 10.17 Amendment to Employment Agreement between US Airways
and its former Senior Vice President-Finance and
Chief Financial Officer (incorporated by reference to
Exhibit 10.2 to US Airways Group's Quarterly Report
on Form 10-Q for the three months ended September 30,
1997).
* 10.18 Employment Agreement among US Airways Group and US
Airways and the Chairman of both companies.
* 10.19 Employment Agreement among US Airways Group and US
Airways and the President and Chief Executive Officer
of both companies.
* 10.20 Employment Agreement between US Airways and its
Executive Vice President- Corporate Affairs and
General Counsel (incorporated by reference to Exhibit
10.13 to US Airways Group's Annual Report on Form
10-K for the year ended December 31, 1995).
* 10.21 Agreement between US Airways and its Chairman with
respect to certain employment arrangements
(incorporated by reference to Exhibit 10.14 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.22 Agreement between US Airways and its President and
Chief Executive Officer with respect to certain
employment arrangements (incorporated by reference to
Exhibit 10.15 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 1995).
* 10.23 Agreement between US Airways and its Executive Vice
President- Corporate Affairs and General Counsel with
respect to certain employment arrangements
(incorporated by reference to Exhibit 10.16 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.24 Agreement between US Airways and its Senior Vice
President-Planning with respect to certain employment
arrangements.
* 10.25 Employment Agreement between US Airways and its
former Executive Vice President-Human Resources
(incorporated by reference to Exhibit 10.22 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.26 Agreement between US Airways and its Chairman
providing supplemental retirement benefits
(incorporated by reference to Exhibit 10.23 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.27 Amendment to the agreement between US Airways and its
Chairman providing supplemental retirement benefits.
* 10.28 Agreement between US Airways and its President and
Chief Executive Officer providing supplemental
retirement benefits (incorporated by reference to
Exhibit 10.24 to US Airways Group's Annual Report on
Form 10-K for the year ended December 31, 1995).
* 10.29 Amendment to the agreement between US Airways and its
President and its Chief Executive Officer providing
supplemental retirement benefits
* 10.30 Agreement between US Airways and its Executive Vice
President-Corporate Affairs and General Counsel
providing supplemental retirement benefits
(incorporated by reference to Exhibit 10.25 to US
Airways Group's Annual Report on Form 10-K for the
year ended December 31, 1995).
* 10.31 Agreement between US Airways and its Senior Vice
President-Planning providing supplemental retirement
benefits .
* 10.32 Employment Agreement between US Airways and its
former Executive Vice President-Human Resources
providing retirement benefits (incorporated by
reference to Exhibit 10.30 to US Airways Group's
Annual Report on Form 10-K for the year ended
December 31, 1995).
* 21.1 Subsidiaries of US Airways Group.
* 21.2 Subsidiaries of US Airways.
* 23.1 Consent of the Auditors of US Airways Group to the
incorporation of their report concerning certain
financial statements contained in this report in
certain registration statements.
* 23.2 Consent of the Auditors of US Airways to the
incorporation of their report concerning certain
financial statements contained in this report in
certain registration statements.
* 24.1 Powers of Attorney, filed previously and incorporated
by reference, signed by certain directors of US
Airways Group, authorizing their signatures on this
report.
* 24.2 Powers of Attorney, filed previously and incorporated
by reference, signed by certain directors of US
Airways, authorizing their signatures on this report.
* 27.1 Financial Data Schedule-US Airways Group.
* 27.2 Financial Data Schedule-US Airways.
- --------------------
* Filed previously with or incorporated by reference in Form 10-K
on March 19, 1999.
** Filed previously with Form 10-K/A on May 14, 1999.
+ Incorporated by reference in Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 1997 filed on May 24, 1999.
REPORTS ON FORM 8-K
Date of Report Subject of Report
March 5, 1999 News release announcing that pursuant to a secondary
offering made by SOCIETE Internationale de
Telecommunications Aeronatiquies ("SITA"), SITA sold
part of its interest in the international data
network service provider Equant n.v. As member of
SITA, US Airways, Inc. is treated as having
indirectly sold approximately 30 percent of its
holdings in Equant n.v. and as a result will
recognize a before-tax gain of $9,944,096.00.
January 20, 1999 Consolidated statements of operations for both US
Airways Group and US Airways for the three months and
year ended December 31, 1998, and select operating
and financial statistics for US Airways for the same
periods.
December 4, 1998 Document filed as an Exhibit in connection with, and
incorporated by reference into, US Airways'
Registration Statement on Form S-3 (Registration No.
333-64425). The registration statement and the
Prospectus Supplement, dated December 4, 1998 to the
Prospectus, dated September 28, 1998, relate to the
offering by US Airways of Pass Through Certificates,
Series 1998-1.
December 14, 1998 Documents filed as Exhibits in connection with, and
incorporated by reference into, US Airways'
Registration Statement on Form S-3 (Registration No.
333-64425). The registration statement and the
Prospectus Supplement, dated December 4, 1998 to the
Prospectus, dated November 17, 1998, relate to the
offering by US Airways Pass Through Certificates,
Series 1998-1.
November 23, 1998 News release announcing US Airways Group's board of
directors authorization for the purchase from time to
time in the open market or in privately negotiated
transactions of up to $500 million of the Company's
outstanding common stock.
(this space intentionally left blank)
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 24, 1999.
US AIRWAYS GROUP, INC. (REGISTRANT)
By: /s/ RAKESH GANGWAL
----------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of US Airways Group in the capacities indicated, on May 24, 1999.
By: /s/ RAKESH GANGWAL
----------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ THOMAS A. MUTRYN
-------------------------
Thomas A. Mutryn, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
By: *
-------------------------------
Stephen M. Wolf, Director and Chairman
By: *
------------------------------
Mathias J. DeVito, Director
By: *
-------------------------------
Peter M. George, Director
By: *
------------------------------
Robert L. Johnson, Director
By: *
--------------------------------
Robert LeBuhn, Director
By: *
---------------------------------
John G. Medlin, Jr., Director
By: *
----------------------------------
Hanne M. Merriman, Director
By: ----------------------------------
Thomas H. O'Brien, Director
By:
--------------------------------------
Hilda Ochoa-Brillembourg, Director
By:
--------------------------------------
Richard B. Priory, Director
By: *
--------------------------------------
Raymond W. Smith, Director
By: /s/ THOMAS A. MUTRYN
----------------------------------------
Thomas A. Mutryn, Attorney-In-Fact
* Signed pursuant to power of attorney filed previously with Form 10-K on
March 19, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized,
on May 24, 1999.
US AIRWAYS, INC. (REGISTRANT)
By: /s/ RAKESH GANGWAL
-------------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of US Airways and in the capacities indicated, on May 24, 1999.
By: /s/ RAKESH GANGWAL
------------------------------
Rakesh Gangwal, Director, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ THOMAS A. MUTRYN
-------------------------------
Thomas A. Mutryn, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
By: *
---------------------------------
Stephen M. Wolf, Director and Chairman
By: *
---------------------------------
Mathias J. DeVito, Director
By: *
----------------------------------
Peter M. George, Director
By: *
-----------------------------------
Robert L. Johnson, Director
By: *
------------------------------------
Robert LeBuhn, Director
By: *
-------------------------------------
John G. Medlin, Jr., Director
By: *
-------------------------------------
Hanne M. Merriman, Director
By:
--------------------------------------
Thomas H. O'Brien, Director
By:
---------------------------------------
Hilda Ochoa-Brillembourg, Director
By:
----------------------------------------
Richard B. Priory, Director
By: *
---------------------------------------
Raymond W. Smith, Director
By: /s/ THOMAS A. MUTRYN
----------------------------------------
Thomas A. Mutryn, Attorney-In-Fact
* Signed pursuant to power of attorney filed previously with Form 10-K on
March 19, 1999.