United Air Lines, Inc. – ‘DEF13E3/A’ on 6/15/94 re: United Continental Holdings, Inc.

As of:  Wednesday, 6/15/94   ·   Accession #:  950109-94-990   ·   File #:  5-07322

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Amendment to Definitive Proxy Solicitation Material — Going-Private Transaction Statement   —   Schedule 13E-3
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Document/Exhibit                   Description                      Pages   Size 

 1: DEF13E3/A   Schedule 13E3                                         10     45K 

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DEF13E3/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------  

AMENDMENT NO. 2 TO      
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT 
OF 1934 AND RULE 13E-3 THEREUNDER)

UAL CORPORATION 
(Name of Issuer)

UAL CORPORATION AND UNITED AIR LINES, INC.
(Name of Persons Filing Statement)

COMMON STOCK, PAR VALUE $5 PER SHARE, OF UAL
(Title of Class of Securities)

902549 5 10 4 
(CUSIP Numbers of Classes of Securities)

LAWRENCE M. NAGIN, ESQ. 
UAL CORPORATION 
P.O. BOX 66100
CHICAGO, ILLINOIS 60666 
(708) 952-4000

(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications on Behalf of Persons Filing Statement) 

Copies to:
PETER ALLAN ATKINS, ESQ.
THOMAS H. KENNEDY, ESQ. 
ERIC L. COCHRAN, ESQ. 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022

This statement is filed in connection with (check the appropriate box):         

a.  x  The filing of solicitation materials or an information statement subject 
  --- to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.                                             

b.  x  The filing of a registration statement under the Securities Act of 1933. 
---                                                                       
c.     A tender offer.                                                          
---                                                                       
d.     None of the above.                                                       
---                                                                       

Check the following box if the soliciting materials or information statement    
referred to in checking box (a) are preliminary copies.  x                      
                                   ---
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DEF13E3/A
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INTRODUCTION

This Amendment No. 2 to Schedule 13E-3 relates to a recapitalization (the   
"Recapitalization") of UAL Corporation, a Delaware corporation (the "Company"   
or "UAL") pursuant to the Amended and Restated Agreement and Plan of            
Recapitalization dated as of March 25, 1994, as amended, (the "Plan of          
Recapitalization") among UAL, the Air Line Pilots Association, International    
("ALPA") and the International Association of Machinists and Aerospace Workers  
(the "IAM"). Under the Plan of Recapitalization, each share of common stock,    
par value $5 per share, of the Company (the "Old Shares") that is outstanding   
at the Effective Time (as defined in the Plan of Recapitalization) will be      
converted into, and become a right to receive, one half (0.5) of a share of new 
common stock, par value $0.01 per share, of the Company (the "New Shares") and  
one one-thousandth of a share of Series D Redeemable Preferred Stock, without   
par value, of the Company (the "Series D Redeemable Preferred Stock").          
Concurrently with the solicitation of proxies in connection with the Plan of    
Recapitalization, United Air Lines, Inc. ("United") expects to offer up to      
$382.5 million principal amount of its Series A Debentures due 2004 (the        
"Series A Debentures") (the "United Series A Offering") and up to $382.5        
million principal amount of its Series B Debentures due 2014 (the "Series B     
Debentures" and, together with the Series A Debentures, the "Debentures") (the  
"United Series B Offering" and, together with the United Series A Offering, the 
"United Debt Offerings") and the Company expects to offer up to 30,600,000      
depositary shares (the "Depositary Preferred Shares") representing interests in 
$765.0 million liquidation preference of Series B Preferred Stock of the        
Company (the "Public Preferred Stock") (the "UAL Preferred Offering" and,       
together with the United Series A Offering and the United Series B Offering,    
the "Offerings"). Immediately upon issuance, the Company will redeem each one   
one-thousandth of a share of Series D Redeemable Preferred Stock for:           

(i) $25.80 in cash,                                                     

(ii) either (a) $15.55 principal amount of Series A Debentures or (b) if
the United Series A Offering is consummated, the cash proceeds (without     
deducting any underwriting discount or other costs) from the sale thereof   
by United pursuant to the United Series A Offering,                         

 (iii) either (a) $15.55 principal amount of Series B Debentures or (b) if
the United Series B Offering is consummated, the cash proceeds (without     
deducting any underwriting discount or other costs) from the sale thereof   
by United pursuant to the United Series B Offering and                      

(iv) either (a) Depositary Preferred Shares representing interests in   
$31.10 liquidation preference of Public Preferred Stock or (b) if the UAL   
Preferred Offering is consummated, the cash proceeds (without deducting any 
underwriting discount or other costs) from the sale thereof by the Company  
pursuant to the UAL Preferred Offering.                                     

In addition, the Plan of Recapitalization provides for (1) certain amendments   
to the Company's Certificate of Incorporation and Bylaws that will, among other 
things, effectuate the Recapitalization and put into place the revised          
corporate governance structure contemplated by the Plan of Recapitalization and 
(2) the issuance of new classes of preferred stock that will (a) transfer       
approximately 55% (which, under certain circumstances may be increased, up to a 
maximum of approximately 63%) of the common equity and voting power of the      
Company to employee stock ownership plans to be established for the benefit of  
certain groups of employees and (b) effectuate the corporate governance         
structure referred to above by permitting different constituent groups to elect 
members of the Company's Board of Directors.                                    

The Plan of Recapitalization further provides for certain amendments to the 
existing ALPA collective bargaining agreement and IAM collective bargaining     
agreements and the creation of a salaried and management employees cost         
reduction program, all of which will become effective at the Effective Time and 
are estimated to provide United with $8.2 billion in improved operating         
earnings over a twelve year period with a net present value of approximately    
$4.9 billion. Furthermore, certain employee benefit plans maintained by the     
Company and United will be amended to permit employees to acquire substantial   
amounts of the New Shares, Public Preferred Stock and the Debentures.           

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The Plan of Recapitalization is incorporated by reference as Exhibit 2.1 to 
Amendment No. 3 to the Registration Statement on Form S-4 filed by UAL and      
United with the Securities and Exchange Commission (the "Commission") on June   
10, 1994 from Exhibit 10.1(A) to UAL's Form 8-K dated June 3, 1994.             

This Schedule 13E-3 is being filed jointly by UAL and United. By filing this
Schedule 13E-3, neither UAL nor United concedes that Rule 13e-3 under the       
Securities Exchange Act of 1934 (the "Act of 1934") is applicable to the        
Recapitalization or any other transactions contemplated by the Plan of          
Recapitalization.                                                               

The information set forth in the Registration Statement and Amendment No. 3 
to the Registration Statement, filed by UAL and United with the Commission on   
June 10, 1994, including the Plan of Recapitalization and other exhibits, is    
incorporated in its entirety herein by reference. The following is a summary    
cross-reference sheet pursuant to General Instruction F of Schedule 13E-3,      
showing the location in the Proxy Statement/Joint Prospectus that is a part of  
Amendment No. 3 to the Registration Statement and the Plan of Recapitalization  
of information required by Schedule 13E-3. To the extent the requirements of    
Schedule 13E-3 are met by the Plan of Recapitalization, no attempt is made in   
the following cross-reference sheet to distinguish more limited requirements of 
the corresponding Form S-4 items which are also referenced.                     

                                                                [Download Table]

 SCHEDULE                                  CAPTION OR LOCATION IN THE PROXY      
13E-3 ITEM                                    STATEMENT/JOINT PROSPECTUS         
----------                                 --------------------------------      
                                                                                 
Item 1:    Issuer and Class of Security Subject to the Transaction.              

           (a)                      Cover Page; SUMMARY OF PROXY STATEMENT/JOINT 
                                     PROSPECTUS--The Company and United          

           (b)                      Cover Page; SUMMARY OF PROXY STATEMENT/JOINT 
                                     PROSPECTUS--Purpose of the Meeting;         
                                     INTRODUCTION--Voting Rights and Proxy       
                                     Information                                 

           (c)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     Market Prices of the Old Shares; Dividends; 
                                     MARKET PRICES OF THE SHARES; DIVIDENDS      

           (d)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     Market Prices of the Old Shares; Dividends; 
                                     MARKET PRICES OF THE SHARES; DIVIDENDS      

           (e)                      Not applicable.                              

           (f)                      Not applicable.                              

Item 2:    Identity and Background. SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     The Company and United                      
                                     The persons filing this schedule are the    
                                     issuer (UAL) and its wholly-owned subsidiary
                                     (United).                                   

           (a)-(d)                  Not applicable.                              

           (e)-(f)                  None.                                        

           (g)                      Not applicable.                              

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 SCHEDULE                              CAPTION OR LOCATION IN THE PROXY  
13E-3 ITEM                                STATEMENT/JOINT PROSPECTUS     
----------                             --------------------------------  
                                                                         
Item 3:    Past Contacts, Transactions or Negotiations.                  

           (a)                      Not applicable.                      

           (b)                      Not applicable.                      

Item 4:    Terms of the                                                  
           Transaction.                                                  

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; THE PLAN OF       
                                     RECAPITALIZATION; ELECTION OF       
                                     DIRECTORS; DESCRIPTION OF SECURITIES

           (b)                      Not applicable.                      

Item 5:    Plans or Proposals of the Issuer or Affiliate                 

           (a)                      Not applicable.                      

           (b)                      Not applicable.                      

           (c)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; SPECIAL FACTORS-- 
                                     Management Arrangements; THE PLAN OF
                                     RECAPITALIZATION--Revised Governance
                                     Structure; --Terms and Conditions   

           (d)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; THE PLAN OF       
                                     RECAPITALIZATION--Terms and         
                                     Conditions; UNAUDITED PRO FORMA     
                                     FINANCIAL INFORMATION;              
                                     CAPITALIZATION                      

           (e)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; SPECIAL FACTORS-- 
                                     Implementation of the "Airline-     
                                     Within-an-Airline" (U2)             

           (f)                      Not applicable.                      

           (g)                      Not applicable.                      

Item 6:    Source and Amounts of Funds or Other Consideration.           

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; THE PLAN OF       
                                     RECAPITALIZATION--Terms and         
                                     Conditions                          

           (b)                      FEES AND EXPENSES                    

           (c)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; DESCRIPTION OF THE
                                     SECURITIES--The Debentures;--The    
                                     ESOP Preferred Stock                

           (d)                      Not applicable.                      

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 SCHEDULE                                  CAPTION OR LOCATION IN THE PROXY      
13E-3 ITEM                                    STATEMENT/JOINT PROSPECTUS         
----------                                 --------------------------------      
                                                                                 
Item 7:    Purpose(s), Alternatives, Reasons and Effects.                        

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     Background of the Recapitalization;         
                                     BACKGROUND OF THE PLAN OF RECAPITALIZATION; 
                                     SPECIAL FACTORS--Purpose and Structure of   
                                     the Recapitalization                        

           (b)                      BACKGROUND OF THE PLAN OF RECAPITALIZATION   

           (c)                      SPECIAL FACTORS--Purpose and Structure of the
                                     Recapitalization                            
           (d)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     The Plan of Recapitalization; BACKGROUND OF 
                                     THE PLAN OF RECAPITALIZATION; SPECIAL       
                                     FACTORS--Certain Company Analyses; --Certain
                                     Revenue and Earnings Scenarios; --Effect of 
                                     the Recapitalization on Income Statement,   
                                     Book Equity and Cash Flow;--Implementation  
                                     of the "Airline-Within-an-Airline" (U2); -- 
                                     Unit Costs; CERTAIN FEDERAL INCOME TAX      
                                     CONSEQUENCES                                

Item 8:    Fairness of the Transaction.                                          

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     The Plan of Recapitalization--Recommendation
                                     of the Board; BACKGROUND OF THE PLAN OF     
                                     RECAPITALIZATION; SPECIAL FACTORS--         
                                     Recommendation of the Board                 

           (b)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     The Plan of Recapitalization--Recommendation
                                     of the Board; SPECIAL FACTORS--             
                                     Recommendation of the Board                 

           (c)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     Vote Required; INTRODUCTION--Voting Rights  
                                     and Proxy Information                       

           (d)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     The Plan of Recapitalization--Opinions of   
                                     Financial Advisors to the Board; SPECIAL    
                                     FACTORS--Opinions of the Financial Advisors 
                                     to the Board                                

           (e)                      SUMMARY OF PROXY STATEMENT/JOINT PROSPECTUS--
                                     The Plan of Recapitalization--Recommendation
                                     of the Board; SPECIAL FACTORS--             
                                     Recommendation of the Board                 

           (f)                      Not applicable                               

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 SCHEDULE                            CAPTION OR LOCATION IN THE PROXY  
13E-3 ITEM                              STATEMENT/JOINT PROSPECTUS     
----------                           --------------------------------  
                                                                       
Item 9:    Reports, Opinions, Appraisals and Certain Negotiations.     

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--The Plan of           
                                     Recapitalization--Opinions of the 
                                     Financial Advisors to the Board;  
                                     BACKGROUND OF THE PLAN OF         
                                     RECAPITALIZATION; SPECIAL         
                                     FACTORS--Opinions of the          
                                     Financial Advisors to the Board;  
                                     EXPERTS                           

           (b)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--The Plan of           
                                     Recapitalization--Opinions of the 
                                     Financial Advisors to the Board;  
                                     BACKGROUND OF THE PLAN OF         
                                     RECAPITALIZATION; SPECIAL         
                                     FACTORS--Opinions of the          
                                     Financial Advisors to the Board;  
                                     EXPERTS                           

           (c)                      INCORPORATION OF CERTAIN DOCUMENTS 
                                     BY REFERENCE; Opinions of CS      
                                     First Boston Corporation and      
                                     Lazard Freres & Co. are attached  
                                     to the Proxy Statement/Joint      
                                     Prospectus as Annexes I and II,   
                                     respectively                      

Item 10:   Interest in Securities of the Issuer.                       

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--Vote Required         

           (b)                      Not applicable.                    

Item 11:   Contracts, Arrangements or Understandings with Respect to   
           the Issuer's Securities.                                    

                                    SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--The Plan of           
                                     Recapitalization; THE PLAN OF     
                                     RECAPITALIZATION--Terms and       
                                     Conditions;--Establishment of     
                                     ESOPs;--Revised Governance        
                                     Structure; DESCRIPTION OF         
                                     SECURITIES                        

Item 12:   Present Intention and Recommendation of Certain Persons with
           Regard to the Transaction.                                  

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--Vote Required;        
                                     INTRODUCTION--Voting Rights and   
                                     Proxy Information.                

           (b)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--Vote Required;        
                                     INTRODUCTION--Voting Rights and   
                                     Proxy Information.                

Item 13:   Other Provisions of the Transaction.                        

           (a)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--No Appraisal Rights;  
                                     INTRODUCTION                      

           (b)                      Not applicable.                    

           (c)                      SUMMARY OF PROXY STATEMENT/JOINT   
                                     PROSPECTUS--The Plan of           
                                     Recapitalization--Conditions to   
                                     the Recapitalization; THE PLAN OF 
                                     RECAPITALIZATION--Terms and       
                                     Conditions--Conditions            

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 SCHEDULE                              CAPTION OR LOCATION IN THE PROXY  
13E-3 ITEM                                STATEMENT/JOINT PROSPECTUS     
----------                             --------------------------------  
                                                                         
Item 14:   Financial Information.                                        

           (a)                      INCORPORATION OF CERTAIN DOCUMENTS BY
                                     REFERENCE; SUMMARY OF PROXY         
                                     STATEMENT/JOINT PROSPECTUS--Selected
                                     Consolidated Historical and Pro     
                                     Forma Operating Information;        
                                     SELECTED CONSOLIDATED HISTORICAL AND
                                     PRO FORMA FINANCIAL AND OPERATING   
                                     INFORMATION                         

           (b)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--Selected Consolidated   
                                     Historical and Pro Forma Operating  
                                     Information; UNAUDITED PRO FORMA    
                                     FINANCIAL INFORMATION               

Item 15:   Persons or Assets Employed, Retained or Utilized.             

           (a)                      COVER PAGE; SUMMARY OF PROXY         
                                     STATEMENT/JOINT PROSPECTUS--The Plan
                                     of Recapitalization--Opinions of the
                                     Financial Advisors to the Board;    
                                     SPECIAL FACTORS--Opinions of the    
                                     Financial Advisors to the Board; THE
                                     PLAN OF RECAPITALIZATION--Terms and 
                                     Conditions; FEES AND EXPENSES       

           (b)                      SUMMARY OF PROXY STATEMENT/JOINT     
                                     PROSPECTUS--The Plan of             
                                     Recapitalization; SPECIAL FACTORS-- 
                                     Opinions of the Financial Advisors  
                                     to the Board; --Opinion of Valuation
                                     Firm; INDEPENDENT PUBLIC            
                                     ACCOUNTANTS; EXPERTS; LEGAL OPINION;
                                     PROXY SOLICITATION                  

 Item 16:  Additional Information   None.                                

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 SCHEDULE                              CAPTION OR LOCATION IN THE PROXY   
13E-3 ITEM                                STATEMENT/JOINT PROSPECTUS      
----------                             --------------------------------   
                                                                          
 Item 17:  Material to be Filed as Exhibits                               

           (a)(1)                   Indenture dated as of July 1, 1991    
                                     between United and The Bank of New   
                                     York providing for the issuance of   
                                     Senior Debt Securities in series     
                                     (filed as Exhibit 4(a) of United's   
                                     Registration Statement on Form S-3   
                                     (No. 33-57192) and incorporated      
                                     herein by reference).                

           (a)(2)                   Form of Officer's Certificate relating
                                     to United's Series A Debentures due  
                                     2004 and United's Series B Debentures
                                     due 2014 (filed as Schedule 1.3 to   
                                     Exhibit 10.1 of UAL's Form           
                                     8-K dated March 28, 1994 and         
                                     incorporated herein by reference).   

           +(b)(1)                  Presentation to the UAL Corporation   
                                     Board of Directors by CS First Boston
                                     Corporation and Lazard Freres & Co.  
                                     dated December 16, 1993.             

           +(b)(2)                  Presentation to the UAL Corporation   
                                     Board of Directors by CS First Boston
                                     Corporation and Lazard Freres & Co.  
                                     dated December 22, 1993.             

           +(b)(3)                  Presentation to the UAL Corporation   
                                     Board of Directors by CS First Boston
                                     Corporation and Lazard Freres & Co.  
                                     dated March 14, 1994.                

           (c)(1)                   Same as item filed as Exhibit (a)(1). 

           (c)(2)                   Same as Item filed as Exhibit (a)(2). 

           (c)(3)                   Proposed Restated Certificate of      
                                     Incorporation of UAL Corporation     
                                     (filed as Exhibit 10.1(B) of UAL's   
                                     Form 8-K dated June 3, 1994 and      
                                     incorporated herein by reference).   

           (d)(1)                   Chairman's Letter to Stockholders,    
                                     Notice of Meeting of Stockholders and
                                     the Proxy Statement/Joint Prospectus 
                                     (filed as a part of UAL's and        
                                     United's Amendment No. 3 to the      
                                     Registration Statement on Form S-4   
                                     dated June 10, 1994 and incorporated 
                                     herein by reference).                

           (e)                      Not applicable.                       

           (f)                      Not applicable.                       

+Previously filed.                                                              

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SIGNATURE 

After due inquiry, and to the best of my knowledge and belief, the          
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                   UAL Corporation

                                          /s/ John C. Pope
                                         By: _________________________________
                                          John C. Pope
                                     Director, President and
                                     Chief Operating Officer

Date: June 15, 1994                                                             

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SIGNATURE 

After due inquiry, and to the best of my knowledge and belief, the          
undersigned certifies that the information set forth in this statement is true, 
complete and correct.                                                           

                          United Air Lines, Inc.

                                          /s/ John C. Pope
                                         By: _________________________________
                                            John C. Pope
                                            Director, Chairman and
                                             Chief Executive Officer

Date: June 15, 1994                                                             

9 

Dates Referenced Herein   and   Documents Incorporated by Reference

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		3/28/94		8
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		12/16/93		8
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