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As filed with the Securities and Exchange Commission on May 1, 1996
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UAL CORPORATION
---------------
(Exact name of registrant as specified in its charter)
Delaware 36-2675207
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 E. Algonquin Road, Elk Grove Township, Illinois 60007
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(Address of Principal Executive Offices; Zip Code)
UAL Corporation 1981 Incentive Stock Plan
-----------------------------------------
(Full title of the Plan)
Francesca M. Maher, Esq.
Vice President - Law and Corporate Secretary
UAL Corporation
P. O. Box 66100
Chicago, Illinois 60666
(847) 700-4000
(Name, address and telephone number, including area code, of
agent for service)
Calculation of Registration Fee
-------------------------------
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price per Offering Fee
unit Price
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Common Stock, 1,100,000 $207.125 (2) $227,837,500 $78,564.66 (2)
par value $.01 shares
per share
(including
Series C
Junior
Participating
Preferred
Stock) (1)
(1) Prior to the occurrence of certain events, the Series C
Junior Participating Preferred Stock (the "Rights") will not be
evidenced separately from the Common Stock, $.01 par value (the
"Common Stock"). The value attributable to the Rights, if any,
is reflected in the value of the Common Stock.
(2) Pursuant to Rule 457(h) and 457(c), the registration fee
was calculated based on the average of the high and low prices of
the Registrant's Common Stock on the New York Stock Exchange,
Inc. on April 25, 1996.
On April 24, 1996, the stockholders of UAL Corporation
(the "Company") approved an amendment to the UAL
Corporation 1981 Incentive Stock Plan (the "Plan"), to
provide for 1,100,000 shares of Common Stock, $.01 par
value ("Common Stock"), of the Company to be available
for issuance under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Company hereby incorporates by reference in
this registration statement (the "Registration
Statement"), the following documents filed with the
Securities and Exchange Commission (the "Commission")
by the Company pursuant to the Securities Exchange Act
of 1934, as amended:
(1) The Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995
(File No. 1-6033).
(2) The Company's Current Reports on Form 8-K
dated January 23, 1996, January 29, 1996 and
March 19, 1996.
(3) A description of the Company's Common
Stock and the Rights that are attached to the
Common Stock, as contained in the Company's
Form 8-A dated July 5, 1994, as amended by
each of the Company's Form 8-A/A (Amendment No.
1) dated July 12, 1994, and Form 8-A/A
(Amendment No. 2) dated June 26, 1995 and filed
with the Commission on June 27, 1995, and in
the Company's Form 8-K dated June 27, 1995.
All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein by the
Company and to be a part hereof from the date of filing
of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein by the Company shall be deemed to be
modified or superseded for purposes of this
registration statement to the extent that a statement
contained herein or in any other subsequently filed
document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Certain legal matters with respect to the offering
of the shares of Common Stock and the associated Rights
have been passed upon for the Company by Francesca M.
Maher, Esq., Vice President - Law and Corporate
Secretary of the Company. Ms. Maher owns shares of
Common Stock and has options to acquire additional
shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
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Limitation of Liability of Directors
The Company's Restated Certificate of
Incorporation provides that no director of the Company
will be personally liable to the Company or its
stockholders for monetary damages for any breach of
fiduciary duty by such director as a director, except
for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law ("DGCL") or
(iv) for any transaction from which the director
derived an improper personal benefit.
The above provision is intended to afford
directors additional protection and limit their
potential liability from suits alleging a breach of the
duty of care by a director. As a result of the
inclusion of such a provision, stockholders may be
unable to recover monetary damages against directors
for actions taken by them that constitute negligence or
gross negligence or that are otherwise in violation of
their fiduciary duty of care, although it may be
possible to obtain injunctive or other equitable relief
with respect to such actions. If equitable remedies
are found not to be available to stockholders in any
particular situation, stockholders may not have an
effective remedy against a director in connection with
such conduct.
Indemnification of Directors and Officers
The Company's Restated Certificate of
Incorporation provides that directors and officers of
the Company shall be indemnified against liabilities
arising from their service as directors and officers to
the full extent permitted by law.
Section 145 of the DGCL empowers a
corporation to indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation or enterprise, against expenses
(including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
Section 145 also empowers a corporation to
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of
the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or
settlement of such action or suit if he acted under
similar standards, except that no such indemnification
may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be
liable to the corporation unless, and only to the
extent that, the Court of Chancery or the court in
which such action was brought shall determine that
despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the
extent that a director or officer of a corporation has
been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith;
that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain
insurance on behalf of a director or officer of the
corporation against any liability asserted against him
and incurred by him in any such capacity, or arising
out of his status as such, whether or not the
corporation would have the power to indemnify him
against such liabilities under Section 145.
The Company has purchased directors' and
officers' liability insurance covering certain
liabilities incurred by its directors and officers in
connection with the performance of their duties.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
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Exhibit No. Description
---------- -----------
5 Opinion of Francesca M. Maher,
Esq., Vice President - Law and Corporate
Secretary
23.1 Consent of Francesca M. Maher,
Esq. (included as part of Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the
signature page of the Registration
Statement)
Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of
the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Elk Grove Township, Illinois, on this 24th day of
April, 1996.
UAL CORPORATION
By: /s/ Gerald Greenwald
--------------------
Name: Gerald Greenwald
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Gerald Greenwald and Douglas A. Hacker, and each of
them, the true and lawful attorneys-in-fact and agents for the
undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary or
desirable to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their substitute or
substitutes, may have done, or may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Gerald Greenwald Director, and April 24, 1996
- -------------------- Chairman and
Gerald Greenwald Chief Executive
Officer
(principal
executive officer)
/s/ Douglas A. Hacker Senior Vice April 24, 1996
- --------------------- President - Finance
Douglas A. Hacker (principal
financial officer
and principal
accounting officer)
/s/ John A. Edwardson Director April 24, 1996
- ---------------------
John A. Edwardson
Signature Title Date
--------- ----- ----
/s/ Duane D. Fitzgerald Director April 24, 1996
- -----------------------
Duane D. Fitzgerald
/s/ Michael H. Glawe Director April 24, 1996
- --------------------
Michael H. Glawe
/s/ Richard D. McCormick Director April 24, 1996
- ------------------------
Richard D. McCormick
/s/ John F. McGillicuddy Director April 24, 1996
- ------------------------
John F. McGillicuddy
/s/ James J. O'Connor Director April 24, 1996
- ---------------------
James J. O'Connor
/s/ John F. Peterpaul Director April 24, 1996
- ---------------------
John F. Peterpaul
/s/ Paul E. Tierney, Jr. Director April 24, 1996
- ------------------------
Paul E. Tierney, Jr.
/s/ John K. Van de Kamp Director April 24, 1996
- -----------------------
John K. Van de Kamp
/s/ Joseph V. Vittoria Director April 24, 1996
- ----------------------
Joseph V. Vittoria
/s/ Paul A. Volcker Director April 24, 1996
- -------------------
Paul A. Volcker
EXHIBIT INDEX
- -------------
Exhibit No. Description
- ----------- ------------
5 Opinion of Francesca M. Maher, Esq., Vice
President - Law and Corporate Secretary
23.1 Consent of Francesca M. Maher, Esq. (included as
part of Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page of
the Registration Statement)
Exhibit 5
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UAL Corporation
P.O. Box 66100
Chicago, Illinois 60666
May 1, 1996
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: UAL Corporation 1981 Incentive Stock Plan
-----------------------------------------
Ladies and Gentlemen:
I am the Vice President-Law and Corporate Secretary of UAL
Corporation, a Delaware corporation (the "Company"), and I or
attorneys under my supervision are familiar with the proceedings
taken by the Company in connection with the Registration
Statement on Form S-8 (the "Registration Statement"), relating to
the UAL Corporation 1981 Incentive Stock Plan (the "Plan") that
the Company is filing under the Securities Act of 1933, as
amended (the "Securities Act"), which registers 1,100,000 shares
of Common Stock, $.01 par value ("Common Stock"), of the Company
to be issued under the Plan. I or attorneys under my supervision
are also familiar with the Rights Agreement dated as of December
11, 1986, as amended, between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agreement"),
which provides for one right (the "Right") to purchase shares of
the Company's Series C Junior Participating Preferred Stock to be
attached to and issued with each share of Common Stock.
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated
under the Securities Act.
In connection with this opinion, I or attorneys under my
supervision have examined or are familiar with originals or
copies of (i) the Restated Certificate of Incorporation and By-
laws of the Company, (ii) resolutions of the Board of Directors,
(iii) the Registration Statement, (iv) the Rights Agreement and
(v) such other documents as I or they have deemed necessary or
appropriate as a basis for the opinions set forth below.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The shares of Common Stock, when issued pursuant to the
terms of the Plan, will be validly issued, fully paid and
nonassessable.
2. The Rights, when issued in accordance with the Rights
Agreement, will be validly issued.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Francesca M. Maher
Francesca M. Maher
Vice President - Law and Corporate
Secretary
Exhibit 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 28, 1996 included in the UAL
Corporation Annual Report on Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included in
this Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
May 1, 1996