SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Confidential, for Use of the
[_]Preliminary Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_]Definitive Proxy Statement
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
US AIRWAYS GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
April 21, 1999
Dear Stockholder:
On March 31, 1999, US Airways Group, Inc. mailed to each of its stockholders
of record as of March 25, 1999, a Notice of Annual Meeting of Stockholders to
be held on May 19, 1999 and a Proxy Statement relating to such Annual Meeting.
A WHITE proxy card was distributed with these materials, allowing stockholders
to vote at the Annual Meeting on the five matters identified in the Notice and
the Proxy Statement.
In addition to the five matters identified in the Proxy Statement,
stockholders also will be asked at the Annual Meeting to vote on an additional
sixth proposal which is described in the enclosed Supplement to the Proxy
Statement. Enclosed with this letter and the Supplement is a revised BLUE proxy
card which may be used by stockholders to vote on all six matters.
US Airways Group believes that stockholder participation is very important
and encourages all stockholders to sign, date and return the BLUE proxy card.
US Airways Group appreciates your attention in this matter. If you would
like an additional copy of the Notice or the Proxy Statement, please contact
the company's Investor Relations department, at 2345 Crystal Drive, Arlington,
Virginia 22227 or call (703) 872-5305.
Sincerely,
Jennifer C. McGarey
Secretary
US Airways Group, Inc.
2345 Crystal Drive
Arlington, Virginia 22227
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SUPPLEMENT TO
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1999
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This Supplement (this "Supplement") to the Proxy Statement, dated March 31,
1999 (the "Proxy Statement"), of US Airways Group, Inc. (the "Company") is
furnished in connection with the solicitation by the Board of Directors (the
"Board of Directors") of proxies to be voted at the annual meeting of
stockholders of the Company to be held in Charlotte, North Carolina on May 19,
1999. Capitalized terms used, but not otherwise defined herein, shall have the
meanings given to them in the Proxy Statement.
This Supplement is dated April 21, 1999 and is first being mailed to
stockholders on or about April 21, 1999.
This Supplement is being distributed by the Company in order to provide
stockholders with an opportunity to vote on the stockholder proposal set forth
below (the "Cumulative Voting Proposal"). The Cumulative Voting Proposal was
inadvertently omitted from the Proxy Statement previously mailed to
stockholders. Other than the inclusion of the Cumulative Voting Proposal
pursuant to this Supplement, this Supplement does not in any way change the
nature of the other proposals previously submitted for your approval. This
Supplement amends and modifies the Proxy Statement and should be read in
connection therewith.
AS NOTED BELOW, IF YOU HAVE ALREADY COMPLETED AND RETURNED A WHITE PROXY
CARD, SUCH PROXY WILL CONTINUE TO BE VALID WITH RESPECT TO ITEMS 1 THROUGH 5,
BUT WILL NOT BE COUNTED FOR PURPOSES OF VOTING ON THE CUMULATIVE VOTING
PROPOSAL (ITEM 6).
STOCKHOLDER PROPOSAL CONCERNING CUMULATIVE VOTING (ITEM No. 6)
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave., N.W. Suite
215,Washington, D.C. 20037, who is the beneficial owner of 250 shares of Common
Stock, has advised the Company that she intends to present the following
proposal at the annual meeting.
"RESOLVED: That the stockholders of US AIRWAYS GROUP, assembled in Annual
Meeting in person and by proxy, hereby request the Board of Directors to
take the necessary steps to provide for cumulative voting in the election
of directors, which means each stockholder shall be entitled to as many
votes as shall equal the number of shares he or she owns multiplied by the
number of directors to be elected, and he or she may cast all of such votes
for a single candidate, or any two or more of them as he or she may see
fit."
Supporting Statement of Mrs. Evelyn Davis
Many states have mandatory cumulative voting, so do National Banks.
In addition, many corporations have adopted cumulative voting.
If you AGREE, please mark your proxy FOR this resolution.
Recommendation of your Board of Directors
THE BOARD OF DIRECTORS URGES YOU TO VOTE AGAINST THE CUMULATIVE VOTING
PROPOSAL (ITEM No. 6).
Required Votes
To be adopted, the Cumulative Voting Proposal, which is opposed by the Board
of Directors, would require the affirmative vote of the holders of at least a
majority of the shares of Common Stock, present in person or represented by
proxy at the meeting and entitled to vote. Therefore, abstentions as to the
Cumulative Voting Proposal will have the same effect as votes against such
proposal. In addition, with respect to the Cumulative Voting Proposal, broker
non-votes will be deemed shares not entitled to vote on such proposal and will
not be counted as voted for or against such proposal, and will not be included
in calculating the number of votes necessary for approval of such proposal.
Enclosed with this Supplement is a revised BLUE proxy card (or voting
instruction card) which differs from the WHITE proxy card previously furnished
to you by the Company in that it includes a new item number 6, the Cumulative
Voting Proposal. If you wish to vote with respect to item number 6, you must
complete the BLUE proxy card. You may vote "FOR," "AGAINST," or "ABSTAIN" with
respect to item number 6. Unless instructions to the contrary are given, all
proxies received by the Company on the BLUE proxy card will be voted AGAINST
item number 6.
The Proxy Statement previously delivered to you was accompanied by a WHITE
proxy card. The WHITE proxy card only contained items number 1 through 5 and
did not contain item number 6 which is the Cumulative Voting Proposal. We
encourage you to vote the BLUE proxy card rather than the WHITE proxy card.
However, you should note that if you only vote the WHITE proxy card, or if the
WHITE proxy card is dated after your BLUE proxy card, your shares will not be
counted for purposes of determining whether or not item number 6, the
Cumulative Voting Proposal, is adopted.
THE COMPANY BELIEVES THAT STOCKHOLDER PARTICIPATION IS VERY IMPORTANT AND
ENCOURAGES ALL STOCKHOLDERS TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN THE
ENCLOSED ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THE CUMULATIVE
VOTING PROPOSAL, ITEM NUMBER 6.
By order of the Board of Directors
Jennifer C. McGarey
Secretary
April 21, 1999
US AIRWAYS GROUP, INC.
PROXY
Proxy Solicited on Behalf of The Board of Directors for Annual Meeting of
Stockholders on May 19, 1999
The undersigned hereby appoints J.C. McGarey and L.M. Nagin, and each of
them, proxies (each with power of substitution) of the undersigned to attend the
above annual meeting of stockholders of US Airways Group, Inc. and any
adjournment thereof and thereat to vote all shares of stock held by the
undersigned, as specified on the reverse side, and on any other matters that may
properly come before said meeting.
For those participants who may hold shares in the US Airways, Inc. Employee
Stock Ownership Plan, the US Airways, Inc. Employee Savings Plan, the US
Airways, Inc. 401(k) Savings Plan or the Supplemental Retirement Plan of
Piedmont Aviation, Inc. (collectively, the "Plans"), please fill in and sign
this card and mail it in time to be received no later than May 13, 1999, in
order to be voted in a timely manner by the administrator of the Plans, Fidelity
Management Trust Company (the "Administrator"). After May 13, 1999, the
instructions cannot be revoked and, in accordance with the Plans, you may not
vote these shares in person at the meeting. The Administrator is authorized to
vote the Plan shares for which instructions have been given upon such other
business as may come before the meeting. The Bank of New York will tally the
vote on behalf of the Administrator.
Since Item 6 was not included on the WHITE proxy card previously delivered
to stockholders, if you submitted or submit the WHITE proxy card, such proxy,
although valid with respect to Items 1 through 5, will not be deemed voted with
respect to Item 6. In order to vote your shares with respect to Item 6, you must
submit the BLUE proxy card and the BLUE proxy card must be your latest dated
proxy card received by the Company.
US AIRWAYS GROUP, INC.
P.O. BOX 11009
NEW YORK, N.Y. 10203-0009
If no direction is made, this Proxy will be voted FOR the election of all
Director Nominees, FOR Items 2, 3 and 4 and AGAINST Items 5 and 6.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY.
\/ Detach Proxy Card Here \/
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[_]
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
1. Election of Director Nominees: M.J. DeVito, R. Gangwal, P.M. George,
R.L. Johnson, R. LeBuhn, J.G. Medlin, Jr., H.M. Merriman, T.H. O'Brien,
H. Ochoa-Brillembourg, R. B. Priory, R.W. Smith, S.M. Wolf.
FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed above [_] for all nominees listed above [_] [_]
(INSTRUCTIONS: To vote for all nominees other than certain specified nominees,
mark the "Exceptions" box and write the nominee's name in the space provided
below.)
*Exceptions ____________________________________________________________________
2. Ratification of the selection of KPMG LLP as auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
3. Approval of the US Airways Group, Inc. Long Term Incentive Plan.
FOR [_] AGAINST [_] ABSTAIN [_]
4. Approval of the US Airways Group, Inc. Nonemployee Directors Stock Purchase
Plan.
FOR [_] AGAINST [_] ABSTAIN [_]
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BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 5 AND 6.
5. Stockholder proposal concerning confidential voting.
FOR [_] AGAINST [_] ABSTAIN [_]
6. Stockholder proposal concerning cumulative voting.
FOR [_] AGAINST [_] ABSTAIN [_]
NOTE: Please sign as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full title
as such.
___________________________________________
Signature
___________________________________________
Signature
Dated: _____________________________, 1999
Votes MUST be indicated
(X) in black or blue ink. [X]
(Please sign, date and return this proxy card in the enclosed envelope.)