United Continental Holdings, Inc. – ‘SC 13E4’ on 2/3/95 re: United Continental Holdings, Inc. – EX-5

As of:  Friday, 2/3/95   ·   Accession #:  950131-95-159   ·   File #:  5-07322

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Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4     Tender-Offer Statement -- Issuer Tender Offer          6     24K 
 2: EX-1        Prospectus                                            76    384K 
 3: EX-4        Letter to Clients                                      2      8K 
 4: EX-5        Ltr to Registered Holder                               2      9K 
 5: EX-6        Not of Guar Delivery                                   3      9K 

EX-5   —   Ltr to Registered Holder

EX-5
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                                                         Exhibit 5

UAL CORPORATION 
Offer to Exchange 
___% Convertible Subordinated Debentures due ____________, 2025 
which have been registered under the Securities Act of 1933 
for all outstanding 
Series A Convertible Preferred Stock  

==============================================================================  
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY                  
TIME, ON _____________ __, 1995, UNLESS EXTENDED.                           
==============================================================================  

To Brokers, Dealers, Commercial Banks,                     __________ __, 1995  
Trust Companies and Other Nominees:                                             

 UAL Corporation, a corporation organized under the laws of the State of
Delaware (the "Company"), is offering upon the terms and conditions set forth in
the Prospectus, dated __________ __, 1995 (the "Prospectus"), and in the related
Letter of Transmittal enclosed herewith, to exchange (the "Exchange Offer")     
$1,000 principal amount of its ___% Convertible Subordinated Debentures due     
____________, 2025 (the "Debentures") for every ten shares of its Series A      
Convertible Preferred Stock (liquidation preference $100 per share) (the "Series
A Preferred Stock").                                                            

   Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:                                              

1.  The Prospectus, dated __________ __, 1995.              

          2.  The Letter of Transmittal to exchange Series A Preferred Stock for
    your use and for the information of your clients.  Facsimile copies of the
 Letter of Transmittal may be used to exchange Series A Preferred Stock.

    3.  A form of letter which may be sent to your clients for whose
  accounts you hold Series A Preferred Stock registered in your name or in
   the name of your nominee, with space provided for obtaining such client's
instructions with regard to the Exchange Offer.                       

       4.  Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.                

          5.  A return envelope addressed to _____________________, the Exchange
Agent.                                                                

  YOUR PROMPT ACTION IS REQUESTED.  WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE.  PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., 
NEW YORK CITY TIME, ON ____________ __, 1995, UNLESS EXTENDED.  PLEASE FURNISH  
COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD     
SERIES A PREFERRED STOCK REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE 
AS QUICKLY AS POSSIBLE.                                                         

   In all cases, exchanges of Series A Preferred Stock accepted for exchange
pursuant to the Exchange Offer will be made only after timely receipt by the    
Exchange Agent of (a) certificates representing such Series A Preferred Stock,  
(b) the Letter of Transmittal (or facsimile thereof) properly completed and duly
executed with any required signature guarantees, and (c) any other documents    
required by the Letter of Transmittal.                                          

EX-5
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    The Exchange Offer is not being made to (nor will tenders be accepted from
or on behalf of) holders of Series A Preferred Stock residing in any            
jurisdiction in which the making of the Exchange Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction.                  

 Other than as described in the Prospectus, the Company will not pay any
fees or commissions to brokers, dealers or other persons for soliciting         
exchanges of Series A Preferred Stock pursuant to the Exchange Offer.  The      
Company will, however, upon request, reimburse you for customary clerical and   
mailing expenses incurred by you in forwarding any of the enclosed materials to 
your clients.  Holders of the Series A Preferred Stock are responsible for      
paying any transfer taxes payable in connection with the Exchange Offer.        

     Questions and requests for assistance with respect to the Exchange Offer or
for copies of the Prospectus and Letter of Transmittal may be directed to the   
Exchange Agent at its address set forth in the Prospectus or at (212) ___-____. 

Very truly yours,   

UAL CORPORATION     

    NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, OR ANY AFFILIATE THEREOF, OR      
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON 
BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE      
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.                        

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