SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-
12
UAL Corporation
.................................................................
(Name of Registrant as Specified In Its Charter)
UAL Corporation
.......... ......................................................
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(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 Act Rule 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:
..............................................................
Preliminary Copy
[UAL Corporation Letterhead]
April __, 1995
Dear Fellow Owners:
The past year has seen tremendous and exciting changes for
UAL Corporation. The Board of Directors joins me in inviting
you to attend the 1995 Annual Meeting of Stockholders to reflect
upon these changes, to vote on the matters described in the
enclosed Proxy Statement, and to discuss our direction for 1995
and beyond.
It is important that your shares be represented at the
meeting whether or not you plan to attend in person. Therefore,
please sign and return the enclosed proxy in the envelope
provided. If you do attend the meeting and desire to vote in
person, you may do so even though you have previously sent in a
proxy. If you hold your shares through a broker, trustee or
other fiduciary, please consult the accompanying materials for
the manner in which you may vote your shares.
We hope that you will be able to attend the meeting and we
look forward to seeing you. If you plan to attend, please
detach the admission card attached to your proxy card and bring
it with you to the meeting.
Sincerely yours,
Gerald Greenwald
Preliminary Copy
UAL Corporation
P. O. Box 66919
Chicago, Illinois 60666
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of UAL Corporation, a
Delaware corporation, will be held in the California Ballroom of
the Westin Bonaventure Hotel, 404 South Figueroa Street, Los
Angeles, California 90071 on Thursday, May 18, 1995, at 10:00
a.m., local time, for the following purposes:
1. To elect a Board of Directors as follows:
(a) Five Public Directors shall be elected by the
holders of Common Stock;
(b) Four Independent Directors shall be elected by
the holders of Class I Junior Preferred Stock; and
(c) One Class Pilot MEC Director, one Class IAM
Director and one Salaried/Management Employee Director
shall be elected by the holders of Class Pilot MEC
Junior Preferred Stock, Class IAM Junior Preferred
Stock and Class SAM Junior Preferred Stock,
respectively;
2. To approve the UAL Corporation 1995 Directors Plan;
3. To approve Amendments to the Restated Certificate
of Incorporation of this Corporation;
4. To ratify the appointment of Arthur Andersen LLP as
independent public accountants for this Corporation for
fiscal year 1995; and
5. To transact such other business, including a
stockholder proposal, as may properly be brought before
the meeting or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on
March 22, 1995 are entitled to notice of, and to vote at, the
meeting and at any adjournment or postponement thereof. A list
of such stockholders will be open for examination during
ordinary business hours by any stockholder for any purpose
germane to the meeting at 619 West Sixth Street, Los Angeles,
California 90017 for a period of ten days prior to the meeting.
The list will also be available on May 18, 1995 at the place of
the Annual Meeting.
Stockholders are urged to fill out, sign and mail promptly
the enclosed proxy in the accompanying envelope, which requires
no postage if mailed in the United States. Proxies forwarded by
or for brokers, trustees, or fiduciaries should be returned as
directed. The prompt return of proxies will save the expense
involved in further communication.
By order of the Board of Directors
Francesca M. Maher
Vice President - Law
and Corporate Secretary
Chicago, Illinois
April __, 1995
PLEASE SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY, WHETHER
OR NOT YOU INTEND TO BE PRESENT AT THE MEETING.
Preliminary Copy
UAL CORPORATION
P.O. Box 66919
Chicago, Illinois 60666
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS, May 18, 1995
This Proxy Statement is furnished in connection with the
solicitation of proxies by and on behalf of the Board of
Directors of UAL Corporation (the "Corporation") to be used at
the Annual Meeting of Stockholders of the Corporation to be held
on Thursday, May 18, 1995, at the Westin Bonaventure Hotel, 404
South Figueroa Street, Los Angeles, California 90071 at 10:00
A.M. local time, and at any and all adjournments and
postponements thereof (the "Meeting"). The meeting has been
called for the purposes set forth in the notice of the Meeting.
The approximate date of mailing this Proxy Statement and
enclosed proxy is April __, 1995.
The Recapitalization
On July 12, 1994 the Corporation's stockholders approved a
Plan of Recapitalization pursuant to which an aggregate 55%
voting interest in the Corporation was transferred to State
Street Bank and Trust Company as trustee of the UAL Corporation
Employee Stock Ownership Plan Trust (the "ESOP") established for
the benefit of certain groups of employees in exchange for wage
and benefit reductions and work-rule changes. The transaction
took the form of a recapitalization (the "Recapitalization") in
which the holders of the then outstanding common stock, par
value $5 per share ("Old Common Stock"), of the Corporation
received in exchange for each share of Old Common Stock one-half
of a new share of common stock, par value $0.01 per share
("Common Stock"), of the Corporation and a cash payment of
$84.81 (and cash in lieu of fractional shares). A portion of
this cash payment was funded by the proceeds of a public
offering of securities by the Corporation and United Air Lines,
Inc. ("United"), and the balance was funded from the
Corporation's cash on hand.
The Recapitalization resulted in, among other things, a
revision of the corporate governance structure with respect to
the election of the Corporation's Board of Directors and a
change in the membership of a majority of the Board. See
"Proposal No. 1 - Election of Directors". The Recapitalization
may be deemed to have resulted in a change in control of the
Corporation.
Voting Rights and Proxy Information
The Board of Directors has fixed the close of business on
March 22, 1995 as the record date (the "Record Date") for
determining the holders of capital stock of the Corporation who
are entitled to notice of and to vote at the Meeting. The
following chart identifies the number of shares of each class of
voting stock of the Corporation outstanding as of the Record
Date, the number of holders of each such class as of the Record
Date entitled to notice of and to vote at the Meeting, the
aggregate and per share votes for shares of each class for all
matters on which such shares vote, and the class of directors,
if any, with respect to which each class of stock is entitled to
vote:
Aggregrate Votes Voting
Shares Number of Holders of Per For
Title of Class Outstanding Votes Record Share Directors
- - -------------- ----------- ---------- ---------- ----- ----------
Common Stock * 12,382,364 12,382,364 10,945 1 Class elects 5
Public Directors **
Class P ESOP 669,589 6,996,448.20 1 (ESOP Trustee) 10.45 None
Voting Junior
Preferred Stock
("Class P Voting
Stock")
Class M ESOP 537,786 5,619,254.20 1 (ESOP Trustee) 10.45 None
Voting Junior
Preferred Stock
("Class M Voting
Stock")
Class S ESOP 241,012 2,518,297.60 1 (ESOP Trustee) 10.45 None
Voting Junior
Preferred Stock
("Class S
Voting Stock")
Class Pilot MEC 1 1 1 (United Airlines 1 Class elects
Junior Preferred Stock Pilots Master Executive 1 ALPA
("Class Pilot MEC Council, Air Line Director **
Stock") Pilots Association,
International ("ALPA-MEC"))
Class IAM Junior 1 1 1 (International 1 Class elects
Preferred Stock ("Class Association of Machinists 1 IAM Director **
IAM Stock") and Aerospace Workers
("IAM"))
Class SAM Junior 3 3 2 (SAM Director ** and 1 Class elects
Preferred Stock the Senior Vice President- 1 SAM Director **
("Class SAM Stock") People of United)
Class I Junior Preferred 4 4 4 (Independent Directors) 1 Class elects
Stock ("Class I 4 Independent
Preferred Stock") Directors **
* Shares of Common Stock outstanding, aggregate number of
votes, and holders of record do not include shares of Common
Stock issuable but not yet issued upon tender of stock
certificates for Old Common Stock not yet tendered nor the
holders of such stock certificates.
** The terms "Public Directors", "ALPA Director", "IAM Director",
and "Independent Directors" have the meanings specified in
the Restated Certificate of Incorporation of the Corporation
and the term "SAM Director" is used to refer to the
"Salaried/Management Employee Director" as defined in the
Restated Certificate of Incorporation.
Holders who have not yet tendered their certificates for
Old Common Stock as the result of the Recapitalization are not
considered holders of record of the shares of Common Stock that
would be received upon tender of their certificates, and thus
will not be able to vote these shares at the Meeting. For more
information concerning tender procedures, contact the
Corporation's Transfer Agent, First Chicago Trust Company of
New York, Tenders and Exchanges, P.O. Box 2507, Suite 4660,
Jersey City, NJ 07303-2507 or call 201/324-0137.
Shares of the Class P Voting Stock, the Class M Voting
Stock and the Class S Voting Stock (collectively, the "Voting
Preferred Stock") held by a trust established under a tax-
qualified employee stock ownership plan (the "Qualified ESOP")
that have been allocated to individual ESOP participants will be
voted by participants, as named fiduciaries under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), on
a confidential pass through basis. The ESOP Trustee generally
is obligated to vote as instructed by the participants to whom
the Voting Preferred Stock has been allocated, and the
outstanding shares command the entire voting power of each class
of Voting Preferred Stock. The shares of Class P Voting Stock
allocated to former employees who were members of the Air Line
Pilots Association, International ("ALPA") will be voted by the
ESOP Trustee. The ESOP Trustee will (except as may be required
by law) vote the unallocated or otherwise unvoted shares in the
Qualified ESOP in proportions directed by participants who give
instructions to the ESOP Trustee with respect to such shares;
each participant who is an employee has the right to give such
directions to the ESOP Trustee in the proportion that the
participant's allocated shares bears to the allocated shares of
all participants giving such directions. Shares held by the
ESOP Trustee under a non-qualified employee stock ownership plan
(the "Supplemental ESOP") will be voted as instructed by the
administrative committee appointed under the Supplemental ESOP.
The Supplemental ESOP provides that the administrative committee
will consider the views of participants concerning the vote, but
is not required to take any particular action in response to
those views.
The holders of Common Stock, the Voting Preferred Stock,
the Class Pilot MEC Stock, the Class IAM Stock, and the Class
SAM Stock will vote together as a single class on all items of
business at the Meeting except the election of directors. The
presence in person or by properly executed proxy of the holders
of a majority of the total voting power of the shares of all
such classes outstanding at the Record Date is necessary to
constitute a quorum at the Meeting for all items of business
other than the election of directors. The Class I Preferred
Stock does not vote on any matter other than the election of the
Independent Directors.
The presence in person or by properly executed proxy of the
holders of a majority of the total voting power of the
outstanding shares entitled to vote on the election of a
particular class of director(s) is necessary to constitute a
quorum at the Meeting for the election of director(s) of such
class.
Under the Delaware General Corporation Law and the Restated
Certificate of Incorporation of the Corporation (as from time to
time in effect, the "Charter"), (i) the affirmative vote of the
holders of the shares of capital stock present in person or
represented by proxy at the Meeting representing a plurality of
the votes cast on the matter will be required to elect each of
the directors to be elected by the applicable class of capital
stock, (ii) the affirmative vote of the holders of the shares of
capital stock outstanding on the Record Date representing a
majority of the votes entitled to be cast on the matter will be
required to approve and adopt the proposed amendments to the
Charter (the "Charter Amendments") and (iii) the affirmative
vote of the holders of the shares of capital stock representing
a majority of the votes present in person or represented by
proxy at the Meeting and entitled to be cast on the matter will
be required to approve or adopt each of the other matters
identified in this Proxy Statement as being presented to holders
of capital stock at the Meeting.
All the shares of capital stock that are represented at the
Meeting by properly executed proxies received prior to or at the
Meeting and not revoked will be voted at the Meeting in
accordance with the instructions indicated in such proxies. If
no instructions are indicated, such proxies will be voted for
approval of the Charter Amendments and the UAL Corporation 1995
Directors Plan (the "Directors Plan" or the "New Plan"), for the
election of directors of the class, if any, on which the shares
represented by the Proxy are entitled to vote; for the
ratification of the appointment of Arthur Andersen LLP, and
against the stockholder proposal. The Board of Directors of the
Corporation does not know of any matters, other than as
described in the Notice of Meeting attached to this Proxy
Statement, that are to come before the Meeting. If a proxy is
given, the persons named in such proxy will have authority to
vote in accordance with their best judgment on any other matter
that is properly presented at the Meeting for action, including
without limitation any proposal to adjourn the Meeting or
otherwise concerning the conduct of the Meeting.
Abstentions will have the effect of a vote against the
Charter Amendments and the other matters presented for a vote of
the stockholders (other than the election of directors). With
respect to abstentions, the shares of capital stock are
considered present at the Meeting. The abstentions are not,
however, affirmative votes for the matters presented for a vote
and, therefore, they will have the same effect as votes against
any matter presented for a vote of the stockholders (other than
the election of directors). With respect to the election of
directors, abstentions and broker non-votes will have no effect
on the outcome of the vote. Broker non-votes will have no
effect on the outcome of the vote on any of the matters
presented for a vote of stockholders at the Meeting, other than
the Charter Amendments. With respect to the Charter Amendments,
the required vote is based on the voting power of total shares
outstanding, rather than the shares present or voted, so broker
non-votes will have the effect of a vote against the Charter
Amendments.
If a quorum is not present at the time the Meeting is
convened for any particular purpose, or if for any other reason
the Corporation believes that additional time should be allowed
for the solicitation of proxies, the Corporation may adjourn the
Meeting with a vote of the stockholders then present. The
persons named in the enclosed form of proxy will vote any shares
of capital stock for which they have voting authority in favor
of such adjournment.
Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted.
Proxies may be revoked by (i) filing with the Secretary of the
Corporation, before the polls are closed with respect to the
vote, a written notice of revocation bearing a later date than
the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the
Corporation or (iii) attending the meeting and voting in person
(although attendance at the meeting will not in and of itself
constitute a revocation of a proxy). Any written notice
revoking a proxy in accordance with clause (i) or (ii) above
should be sent to: UAL Corporation, P.O. Box 66919, Chicago,
Illinois 60666, Attention: Francesca M. Maher, Secretary.
Special voting rules will apply if you hold Voting Preferred
Stock through the ESOP Trustee. If so, please consult the
accompanying materials concerning the manner in which to vote
these shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Except where authority has been withheld by a stockholder,
the enclosed proxy will be voted for the election of the
respective nominee(s) named below for the directorships to be
voted on by the class of stock of which the shares represented
by the proxy are a part, for a term of one year and until their
successors are duly elected and qualified. The terms of all
directors will expire at the Meeting. The Board of Directors
expects all nominees named below to be available for election.
Directors To Be Elected By Holders Of Common Stock
Public Directors
Five Public Directors (as defined in the Charter) are to be
elected by the holders of Common Stock. Each nominee was
previously elected by the stockholders of the Corporation, other
than Mr. Edwardson, who was elected by the Board of Directors
upon his commencement of employment with the Corporation as of
July 12, 1994. Each nominee has served continuously as a Public
Director for the period succeeding the date of his election.
In the event any one or more of the named nominees shall
unexpectedly become unavailable before election, votes will be
cast pursuant to authority granted by the enclosed proxies from
holders of Common Stock for such person or persons as may be
designated by the Board of Directors or Committee thereof in
accordance with the requirements in the Charter. No person,
other than the directors of the Corporation or such Committee,
as the case may be, acting solely in that capacity, is
responsible for the naming of the nominees.
John A. Edwardson, 45. President and Chief Operating Officer
of the Corporation and President of United. Director since 1994.
Mr. Edwardson was elected President of the Corporation and United
as of July 12, 1994 and Chief Operating Officer of the Corporation
on March 30, 1995. Mr. Edwardson served as Executive Vice President
and Chief Financial Officer of Ameritech Corporation (telecommunications)
from June 1991 to July 1994. In July 1990, he was elected to
serve as Chief Financial Officer of United Employee Acquisition
Corp. in connection with the proposed 1990 employee acquisition
of the Corporation. Previously, he served as Executive Vice
President and Chief Financial Officer of Imcera Group, Inc.
(chemicals and minerals) from November 1988 to July 1990 and of
Northwest Airlines, Inc. (air carrier) from 1985 to 1988. Mr.
Edwardson is a director of Household International, Inc.
Gerald Greenwald, 59. Chairman and Chief Executive Officer
of the Corporation and United. Director since 1994. Mr.
Greenwald was elected Chairman and Chief Executive Officer of
the Corporation and United on July 12, 1994. Mr. Greenwald
served as Chairman of Tatra Truck Company, Czech Republic (truck
manufacturing) from March 1993 until July 1994. Mr. Greenwald
served as Vice Chairman of the Chrysler Corporation (automotive
manufacturing) from 1989 to 1990. Prior thereto, Mr. Greenwald
was employed by Chrysler for approximately 10 years in a number
of senior executive positions. In 1990, Mr. Greenwald was
selected to serve as chief executive officer of United Employee
Acquisition Corp. in connection with the proposed 1990 employee
acquisition of the Corporation. Following the termination of
that proposed transaction, Mr. Greenwald served as a managing
director of Dillon Read & Co. Inc. (investment banking) in 1991
and as president of Olympia & York Developments Limited (a real
estate development company that was in the process of a
financial restructuring at the time Mr. Greenwald agreed to
serve as president and certain subsidiaries of which filed for
protection under federal bankruptcy laws in connection with such
restructuring) from April 1992 until March 1993. Mr. Greenwald
is a director of Aetna Life and Casualty Company and a trustee
of Princeton University.
John F. McGillicuddy, 64. Retired Chairman and Chief
Executive Officer, Chemical Banking Corporation (banking and
finance). Director since 1984. Mr. McGillicuddy served as
Chairman and Chief Executive Officer of Chemical Banking
Corporation from January 1992 until his retirement in December
1993, and of Manufacturers Hanover Corporation and Manufacturers
Hanover Trust Company from 1979 until the merger of
Manufacturers Hanover Corporation and Chemical Banking
Corporation in January 1992. Mr. McGillicuddy is also a
director of Chemical Banking Corporation, The Continental
Corporation and USX Corporation.
James J. O'Connor, 58. Chairman and Chief Executive
Officer, Unicom Corporation (holding company for Commonwealth
Edison Company, an electric power utility). Director since 1984.
Mr. O'Connor is also a director of American National Can
Company, Corning Incorporated, First Chicago Corporation, the
Chicago Stock Exchange, Scotsman Industries, Inc. and The
Tribune Company.
Paul E. Tierney, Jr., 52. Managing Director, Gollust,
Tierney and Oliver, Inc. (investment banking). Director since
1990. Mr. Tierney is also Chairman of the Board of Directors of
Technoserve, Inc. and a director of the Argentine Investment
Fund, the Straits Corporation, the Overseas Development Council
and International Venture Partners.
Directors To Be Elected By Holders Of Other Classes Of Stock
The following classes of directors are to be elected by the
holder of certain classes of stock of the Corporation other than
Common Stock. The holders of Common Stock do not vote on the
election of these directors. Each nominee was previously
elected by the holders of the applicable class of stock of the
Corporation and has served continuously as a director of the
Corporation for the period succeeding the date of his election.
If any one or more of the named nominees shall unexpectedly
become unavailable before election, or if the holders of the
respective class of stock shall notify the Corporation that a
substitute nominee has been selected, votes will be cast
pursuant to the authority granted by the proxies for the person
or persons who may be designated as substitute nominees by the
respective holders or, if applicable, in accordance with the
nomination procedures identified below.
Independent Directors - Elected by Holders of Class I Preferred Stock
Four Independent Directors (as defined in the Charter) are
to be elected by the four Independent Directors who are the
holders of Class I Preferred Stock. Each nominee has been
nominated as such by the Independent Director Nomination
Committee and, pursuant to a Stockholders Agreement among the
holders of Class I Preferred Stock, each such holder has agreed
to vote in favor of such nominees. No person, other than the
members of the Independent Director Nomination Committee acting
as such, is responsible for the naming of the nominees.
Duane D. Fitzgerald, 55. President and Chief Executive
Officer, Bath Iron Works Corporation (shipbuilding). Director
since 1994. Mr. Fitzgerald is also the Chairman and a director
of the American Shipbuilding Association and a trustee of Boston
University and the IAM Pension Fund.
Richard D. McCormick, 54. Chairman, President and Chief
Executive Officer of U S WEST, Inc. (telecommunications).
Director since 1994. Mr. McCormick has been Chairman of U S
WEST since May 1992 and President and Chief Executive Officer
since 1991. He served as President and Chief Operating Officer
from 1986 to 1991. Mr. McCormick is also a director of Norwest
Corporation, Super Valu Stores, Inc. and Financial Security
Assurance Holdings, Inc.
John K. Van de Kamp, 59. Partner, Dewey Ballantine (law
firm) since 1991. Director since 1994. Mr. Van de Kamp served
as Attorney General of the State of California from 1989 until
January 1991. He is also a member of the advisory board of
Falcon Classic Cable Income Properties, Ltd., and a director of
Lawry's Restaurants, Inc. and The Employers Group, as well as of
Day One, the Eisenhower World Affairs Institute, the Los Angeles
Conservation Corps, the Planning and Conservation League and
Skid Row Development Corporation.
Paul A. Volcker, 67. Chairman, James D. Wolfensohn Inc.
(investment banking) and Frederick H. Schultz Professor of
International Economic Policy, Princeton University. Director
since 1994. Mr. Volcker is also a director of Nestle S.A.,
Municipal Bond Assurance Corp. (MBIA), the American Stock
Exchange and Prudential Insurance Co. of America.
ALPA Director - Elected by Holder of Class Pilot MEC Stock
One ALPA Director (as defined in the Charter) is to be
elected by the ALPA-MEC, the holder of the Class Pilot MEC
Stock. The ALPA-MEC has advised the Corporation that it has
nominated and intends to reelect Harlow Osteboe as the ALPA
Director.
Harlow B. Osteboe, 58. Chairman, ALPA-MEC (labor union),
and Captain, DC-10, United. Director since 1994. Mr. Osteboe
has been Chairman of the ALPA-MEC since August, 1994. He served
as Vice Chairman of the ALPA-MEC from October 1992 to August
1994. Mr. Osteboe is also an Executive Board Member of ALPA.
IAM Director - Elected by Holder of Class IAM Stock
One IAM Director (as defined in the Charter) is to be
elected by the IAM, the holder of the Class IAM Stock. The IAM
has advised the Corporation that it has nominated and intends to
reelect John Peterpaul as the IAM Director.
John F. Peterpaul, 59. Retired General Vice President,
International Association of Machinists and Aerospace Workers
(labor union). Director since 1994. Mr. Peterpaul retired from
the IAM in May 1994. He is a member of the Executive Board,
General Council and Management Committee of the International
Transport Workers' Federation (ITF), headquartered in London,
England. He has served as Labor Chairman of the National
Transportation Apprenticeship and Training Conference, as
Chairman of the Railway Labor Executives' Association and on
numerous other labor and government committees including the
National Commission to Ensure a Strong Competitive Airline
Industry.
Salaried/Management Employee Director - Elected by Holders of
Class SAM Stock
One Salaried/Management Employee Director (as defined in
the Charter) is to be elected by the holders of the Class SAM
Stock, who are Joseph V. Vittoria, the Salaried/Management
Employee Director, and Paul G. George, United's Senior Vice
President - People. Mr. Vittoria has been nominated for
reelection by the "System Roundtable," a body of salaried and
management employees of United empowered to review and discuss
issues relating to the Corporation and their effect on salaried
and management employees. Pursuant to a Stockholders Agreement
between the holders of Class SAM Stock, each such holder has
agreed to vote in favor of the System Roundtable nominee.
Joseph V. Vittoria, 59. Chairman and Chief Executive
Officer, Avis, Inc. (automobile renting and leasing). Director
since 1994. Mr. Vittoria is also a director of Transmedia
Europe, Inc., as well as Cilva Holdings, PLC and Transmedia Asia
Pacific.
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
Prior to the Recapitalization, the Board of Directors of
the Corporation held a total of 10 meetings in 1994, and after
the Recapitalization the Board of Directors held another 6
meetings in 1994. During their periods of service all directors
attended 75 percent or more of the total of such meetings and
meetings of Board committees on which they were members.
Committees
The standing committees of the Board of Directors of the
Corporation since the Recapitalization consist of the Executive,
Audit, Compensation, Compensation Administration, CAP, Labor,
Independent Director Nomination, Outside Public Director
Nomination, Pension and Welfare Plans Oversight and Transaction
Committees.
Set forth below is a brief description of the functions
performed, the names of the committee members, and the number of
meetings held by each committee during 1994.
Executive Committee. The Executive Committee is authorized
by the Charter and Bylaws of the Corporation to exercise the
powers of the Board of Directors in the management of the
business and affairs of the Corporation, with certain
exceptions. The Executive Committee held five meetings in 1994.
The members of the Committee are Gerald Greenwald, Chairman, and
Richard D. McCormick, Harlow B. Osteboe, John F. Peterpaul, Paul
E. Tierney, Jr., and Paul A. Volcker.
Audit Committee. The Audit Committee is authorized by the
Board to review with the Corporation's independent public
accountants the annual financial statements of the Corporation
prior to publication, to review the work of and approve non-
audit services performed by such independent accountants and to
make annual recommendations to the Board for the appointment of
independent public accountants for the ensuing year. The
Committee reviews the effectiveness of the financial and
accounting functions, organization, operations and management of
the Corporation and its subsidiaries and affiliates. The Audit
Committee held two meetings in 1994. The members of the
Committee are James J. O'Connor, Chairman, and Duane D.
Fitzgerald, Richard D. McCormick, John F. McGillicuddy, Paul E.
Tierney, Jr., John K. Van de Kamp, and Paul A. Volcker.
Compensation Committee. The Compensation Committee reviews
and approves the compensation and benefits of all officers of
the Corporation and reviews general policy matters relating to
compensation and benefits of non-union employees of the
Corporation and its subsidiaries. The Committee also
administers the equity incentive compensation plans of the
Corporation, except for responsibilities reserved for the
Compensation Administration Committee. The Compensation
Committee held eight meetings in 1994. The members of the
Committee are John F. McGillicuddy, Chairman, and Duane D.
Fitzgerald, Gerald Greenwald, Richard D. McCormick, Harlow B.
Osteboe, John F. Peterpaul, and Joseph V. Vittoria.
Compensation Administration Committee. The Compensation
Administration Committee administers the stock option plans and
executive compensation programs of the Corporation to the extent
such functions cannot or are not appropriate to be performed by
the Compensation Committee in light of any provision of the
Internal Revenue Code, the securities laws, any other applicable
law or any regulations promulgated under any of the foregoing,
and also oversees the evaluation process for CEO performance.
The Compensation Administration Committee held two meetings in
1994. The members of the Committee are John F. McGillicuddy,
Chairman, and Duane D. Fitzgerald and Richard D. McCormick.
CAP Committee. The CAP Committee oversees implementation
of the Corporation's Competitive Action Plan. The CAP Committee
has the exclusive authority, acting for and on behalf of the
Board and consistent with the protection of the interests of the
holders of Common Stock, to approve on behalf of the Corporation
any and all modifications of or amendments to the Competitive
Action Plan, other than those matters reserved to the Labor
Committee. The CAP Committee held no meetings in 1994. The
members of the Committee are Duane D. Fitzgerald, Chairman, and
Gerald Greenwald, John F. McGillicuddy, James J. O'Connor,
Harlow B. Osteboe, John F. Peterpaul, Paul E. Tierney, Jr., and
John K. Van de Kamp.
Labor Committee. The Labor Committee has the exclusive
authority on behalf of the Board to approve on behalf of the
Corporation the entering into of, or any modification or
amendment to, any collective bargaining agreement to which the
Corporation or any of its subsidiaries is a party. The
Committee held two meetings in 1994. The members of the
Committee are Gerald Greenwald, Chairman, and Richard D.
McCormick and Paul E. Tierney, Jr.
Independent Director Nomination Committee. The Independent
Director Nomination Committee is authorized to nominate
candidates to become Independent Director members of the Board
of Directors, to fill vacancies in Independent Director
positions and to appoint Independent Directors to serve on Board
Committees. The Committee held two meetings in 1994. The
members of the Committee are John K. Van de Kamp, Chairman, and
Duane D. Fitzgerald, Richard D. McCormick, Harlow B. Osteboe,
John F. Peterpaul, Joseph V. Vittoria and Paul A. Volcker.
Outside Public Director Nomination Committee. The Outside
Public Director Nomination Committee is authorized to nominate
candidates to become Outside Public Director (as defined in the
Charter) members of the Board of Directors, to fill vacancies in
Outside Public Director positions and to appoint Outside Public
Directors to serve on Board Committees. The Outside Public
Director Nomination Committee will consider nominees recommended
by stockholders, who may submit such recommendations by
addressing a letter to the Chairman of such Committee at UAL
Corporation, P. O. Box 66919, Chicago, Illinois 60666.
Qualification requirements for Outside Public Directors are
specified in the Charter. The Committee held two meetings in
1994. The members of the Committee are Paul E. Tierney, Jr.,
Chairman, and John F. McGillicuddy and James J. O'Connor.
Pension and Welfare Plans Oversight Committee. The Pension
and Welfare Plans Oversight Committee exercises oversight with
respect to compliance by the Corporation and its subsidiaries
with laws governing employee benefit plans maintained by the
Corporation and its subsidiaries and subject to the provisions
of ERISA. The Committee held two meetings in 1994. The members
of the Committee are Paul A. Volcker, Chairman, and James J.
O'Connor, Harlow B. Osteboe, John F. Peterpaul, John K. Van de
Kamp and Joseph V. Vittoria.
Transaction Committee. The Transaction Committee is
authorized to evaluate and advise the Board with respect to any
proposed merger or consolidation of the Corporation or any of
its subsidiaries with or into, the sale, lease or exchange of
all or substantially all of the Corporation's or any of its
subsidiaries' property or assets to, or a significant business
transaction with any Labor Affiliate (as defined in the
Charter). The Transaction Committee held no meetings in 1994.
The members of the Committee are Richard D. McCormick, Chairman,
and Duane D. Fitzgerald, John F. McGillicuddy, James J.
O'Connor, Paul E. Tierney, Jr., John K. Van de Kamp and Paul A.
Volcker.
Compensation Committee Interlocks and Insider Participation;
Certain Relationships and Related Transactions
Messrs. Greenwald, Osteboe and Peterpaul serve on the
Compensation Committee, but not the Compensation Aministration
Committee. Messrs. Osteboe and Greenwald are employees of the
Corporation. Mr. Osteboe is also the Chairman of the ALPA-MEC
and an officer of ALPA. United and ALPA are parties to a
collective bargaining agreement for United's pilots represented
by ALPA. Prior to February 1994, Mr. Peterpaul was the General
Vice President of the IAM. United and the IAM are parties to
collective bargaining agreements for United employees of the
various classes or crafts represented by the IAM. During 1994,
ALPA-MEC and the IAM entered into various agreements with the
Corporation and United in order to accomplish the
Recapitalization. Pursuant to those agreements, the Corporation
paid or reimbursed certain fees and expenses incurred by ALPA,
ALPA-MEC and the IAM in connection with the Recapitalization,
including the $80,000 per month consulting fee and expense
reimbursement ($549,867 in the aggregrate, including third party
reimbursements made in 1995 for pre-Recapitalization
expenditures) to which Mr. Greenwald was entitled for the period
January 1, 1994 through July 11, 1994 pursuant to his Retention
Agreement dated as of January 1, 1994 with ALPA and the IAM.
Compensation of Directors
Each non-employee director receives an annual retainer of
$18,000 and is paid $900 for each meeting attended. The non-
employee chairman of each committee other than the Compensation
Administration Committee receives an additional retainer of
$2,700 per year. Each non-employee member of a committee
receives a fee of $900 for each committee meeting attended. The
above fees reflect the 10% reduction in Board compensation that
was instituted in January 1993 and reaffirmed by the Board in
September 1994. Non-employee directors also receive 100 shares
of Common Stock annually. Directors who are employees of the
Corporation or any of its subsidiaries, including Messrs.
Greenwald, Edwardson and Osteboe, do not receive any retainer
fee, meeting fee or Common Stock for their service on the Board
of Directors or any committee. During 1994, Mr. Peterpaul
waived his right to receive any such director compensation.
In 1994, amendments to the UAL Corporation 1992 Stock Plan
for Outside Directors (the "1992 Plan" or the "Prior Plan"), as
well as a new Directors Plan, were adopted to allow directors to
defer their annual stock grants and fee payments for federal
income tax purposes, and, if approved by stockholders at the
Meeting, to receive cash fees in stock, whether or not deferred.
See "Proposal No. 2 - Approval of UAL Corporation 1995 Directors
Plan."
Non-employee directors are eligible to participate in a
retirement income plan (the "Retirement Plan") if they have at
least five years of service on the date of retirement and are
not otherwise eligible to receive pension benefits from the
Corporation or any of its subsidiaries. If a retiring director
has at least ten years of service and is age 70 or over at
retirement, he is entitled to a life annuity equal to the
greater of $20,000 per year or the annual retainer fee at
retirement. Reduced benefits are available if the director has
less than ten years of service or if retirement occurs before
age 70. For these purposes, prior to March 1995, a director who
was a director at the time of a "change in control" of the Corporation
was credited with three additional years of service, was deemed to have
satisfied the five-year minimum service requirement and was
deemed to be three years older than his actual age. Surviving
spouse benefits are available in some cases. A trust (the
"Trust") has been created to serve as a source of payments of
benefits under the Retirement Plan.
Under the Corporation's travel and cargo policy for
directors, each director of the Corporation, his spouse and
their eligible dependent children are entitled to free
transportation and free cargo shipment on United. The directors
are reimbursed by the Corporation for additional income taxes
resulting from the taxation of these benefits. The cost of
supplying these benefits for each director in 1994, including
cash payments made in February, 1995 for income tax liability,
was as follows:
Name Cost ($) Name Cost ($)
John A. Edwardson 8,763 Harlow B. Osteboe 0
Duane D. Fitzgerald 0 John F. Peterpaul 0
Gerald Greenwald 16,808 Paul E. Tierney, Jr. 59,849
Richard D. McCormick 9,256 John K. Van de Kamp 8,140
John F. McGillicuddy 13,827 Joseph V. Vittoria 6,834
James J. O'Connor 25,934 Paul A. Volcker 407
Prior to March 1995, a non-employee director (and his spouse
and eligible dependent children) serving as such at the time of a
"change in control" was entitled to continue such travel and cargo
benefits thereafter for life. The Recapitalization constituted a
change in control of the Corporation under the Retirement Plan, the
Trust, and the director travel and cargo policies with respect
to those non-employee directors who were serving immediately
prior to the Recapitalization, and as a result of this change in
control the Trust became irrevocable. Effective March 30, 1995, the
travel and cargo policies and Retirement Plan for non-employee directors
were amended to eliminate the change in control provisions described
above with respect to any future change in control of the Corporation.
BENEFICIAL OWNERSHIP OF SECURITIES
Five Percent Beneficial Owners
The following table shows the number of shares of the
Corporation's voting securities beneficially owned by any person
or group known to the Corporation as of March 1, 1995 to be the
beneficial owner of more than five percent of any class of the
Corporation's voting securities.
Name and Address of Title of Amount and Nature of Percent of
Beneficial Owner Class Beneficial Ownership Class
- - ------------------- -------- -------------------- ----------
Sanford C. Bernstein & Co., Inc. Common Stock 1,083,471 (1) 8.71%
One State Street Plaza
New York, NY 10004
Wellington Management Co. Common Stock 1,190,200 (2) 9.57%
75 State Street
Boston, MA 02109
Vanguard/Windsor Fund, Inc. Common Stock 1,190,200 (3) 9.57%
P.O. Box 823
Valley Forge, PA 19482
AXA Assurances I.A.R.D. Mutuelle Common Stock 3,709,874 (4) 29.58%
AXA Assurances Vie Mutuelle
La Grande Arche
Pardi Nord
92044 Paris La Defense
France
Alpha Assurances I.A.R.D. Mutuelle
Alpha Assurances Vie Mutuelle
101-100 Terrasse Boieldieu
92042 Paris La Defense
France
Uni Europe Assurance Mutuelle
24, Rue Drouot
75008 Paris France
AXA
23, Avenue Matignon
75008 Paris France
The Equitable Companies Incorporated
787 Seventh Avenue
The Equitable Companies
New York, New York 10019
State Street Bank and Common Stock 1,789,585 (5) 12.58%
Trust Company, Trustee Class P Voting Stock 1 (6) 100%
UAL Corporation Class M Voting Stock 1 (6) 100%
Employee Stock Ownership Plan Class S Voting Stock 1 (6) 100%
225 Franklin Street
Boston, MA 02110
United Airlines Pilots Class Pilot MEC Stock 1 (7) 100%
Master Executive Council
Air Lines Pilots Association,
International
6400 Shaffer Court, Suite 700
Rosemont, IL 60018
International Association of Class IAM Stock 1 (8) 100%
Machinists and Aerospace Workers
District #141
9000 Machinists Place
Upper Marlboro, MD 20772
Joseph V. Vittoria Class SAM Stock 2 (9) 66.67%
Avis, Inc.
900 Old Country Road
Garden City, NY 11530
Paul G. George Class SAM Stock 1 (9) 33.33%
Senior Vice President - People
United Airlines
P.O. Box 66100
Chicago, IL 60666
Duane D. Fitzgerald Class I Preferred Stock 1 (10) 25%
Bath Iron Works Corp.
700 Washington Street
Bath, ME 04530
Richard D. McCormick Class I Preferred Stock 1 (10) 25%
U S WEST, Inc.
7800 E. Orchard Road
Englewood, CO 80111-2533
John K. Van de Kamp Class I Preferred Stock 1 (10) 25%
Dewey Ballantine
333 S. Hope Street
Los Angeles, CA 90071-3003
Paul A. Volcker Class I Preferred Stock 1 (10) 25%
James D. Wolfensohn Inc.
599 Lexington Avenue
New York, NY 10022
- - ------
(1) Based on Schedule 13G dated February 7, 1995, in which the
beneficial owner reported that as of December 31, 1994, it
had sole dispositive power over 1,083,471 shares of Common
Stock ("Shares") and sole voting power over 600,015 of such
Shares.
(2) Based on Schedule 13G dated February 6, 1995, in which the
beneficial owner reported that as of December 31, 1994, it
had no voting power and shared dispositive power over such
Shares.
(3) Based on Schedule 13G dated February 10, 1995, in which the
beneficial owner reported that as of December 31, 1994, it
had sole voting power and shared dispositive power over
such Shares.
(4) Based on Schedule 13G dated January 9, 1995 in which each
of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, AXA
and The Equitable Companies Incorporated reported that as
of December 31, 1994 it had sole voting power for 2,312,984
of such Shares, shared voting power for 91,650 of such
Shares, and sole dispositive power for all such Shares.
Such amounts include 73,000 Shares issuable upon exercise
of options and 35,195 Shares issuable upon conversion of
Series A Preferred Stock.
(5) Based on Schedule 13G dated February 13, 1995, in which the
beneficial owner reported that as of December 31, 1994, it
had shared dispositive power over 1,789,585 shares of Class
1 Non-Voting ESOP Convertible Preferred Stock convertible
into the same number of Shares.
(6) Based on Schedule 13G dated February 13, 1995, in which the
beneficial owner reported that as of December 31, 1994, it
had shared voting power over 1 share of Class P Voting
Stock representing 25.4% of the voting power of the
Corporation, 1 share of Class M Voting Stock representing
20.4% of the voting power of the Corporation, and 1 share
of Class S Voting Stock representing 9.2% of the voting
power of the Corporation. Voting power is limited to
matters other than the vote for directors.
(7) Share elects one ALPA Director and has one vote on all
matters submitted to the holders of Common Stock other than
the election of directors.
(8) Share elects one IAM Director and has one vote on all
matters submitted to the holders of Common Stock other than
the election of directors.
(9) Shares elect one Salaried/Management Employee Director and
each share has one vote on all matters submitted to the
holders of Common Stock other than the election of
directors. Pursuant to a Stockholders Agreement dated as
of July 12, 1994, the holders of Class SAM Stock have
agreed to vote their shares in favor of the election of the
Salaried/Management Employee Director nominated by the
System Roundtable of United salaried and management
employees.
(10) Shares elect four Independent Directors and do not vote on
other matters except as required by law. Pursuant to a
Stockholders Agreement dated as of July 12, 1994, the
holders of Class I Preferred Stock have agreed to vote
their shares in favor of the election of the Independent
Directors nominated by the Independent Director Nomination
Committee of the Board of Directors of the Corporation.
The foregoing information in footnotes (1) through (6) is
based on a review, as of March 1, 1995, by the Company of
statements filed with the Securities and Exchange Commission
under Sections 13(d) and 13(g) of the Securities Exchange Act of
1934 (the "Exchange Act").
Securities Beneficially Owned by Directors and Executive Officers
The following table sets forth the number of shares of
Common Stock and Voting Preferred Stock beneficially owned as of
March 22, 1995, by each director and executive officer included
in the Summary Compensation Table, and by all directors and
executive officers of the Corporation, as a group. Unless
indicated otherwise by footnote, the owner exercises sole voting
and investment power over the securities (other than unissued
securities, the ownership of which has been imputed to such
owner). Certain directors and executive officers of the
Corporation also beneficially own shares of various other
classes of preferred stock of the Corporation. See "Beneficial
Ownership of Securities - Five Percent Beneficial Owners."
Name of Director or Executive Common Stock Percent of Voting Preferred Stock Percent of
Officer and Group Beneficially Owned Class Beneficially Owned Class
- - ----------------------------- ------------------ ---------- ---------------------- ----------
John A. Edwardson 63,699 (1) * 149.73 (7) *
Duane D. Fitzgerald 100 * --
Gerald Greenwald 152,535 (2) 1.2% 217.11 (7) *
Richard D. McCormick 600 * --
John F. McGillicuddy 750 * --
James J. O'Connor 450 * --
Harlow B. Osteboe 268 (3) * 131.13 (8) *
John F. Peterpaul 100 * --
Paul E. Tierney, Jr. 19,054 * --
John Van de Kamp 100 * --
Joseph V. Vittoria 100 * --
Paul A. Volcker 600 * --
James M. Guyette 39,114 (4) * 101.82 (7) *
Joseph R. O'Gorman 35,851 (5) * 101.82 (7) *
Stuart I. Oran 41,336 (6) * 101.82 (7) *
Directors and Executive Officers ------- --------
as a Group (17 persons) 402,304 3.2% 857.97 (9) *
* Less than 1%
(1) Includes 32,500 shares which Mr. Edwardson has the right to
acquire within 60 days of March 22, 1995 by the exercise of
stock options.
(2) Includes 100,000 shares which Mr. Greenwald has the right
to acquire within 60 days of March 22, 1995 by the exercise
of stock options, 300 shares held indirectly by Mr.
Greenwald's wife and 105 shares held indirectly by a UAL
401(k) plan (at close of business on December 30, 1994).
(3) Includes 200 shares held indirectly by Mr. Osteboe's wife
and 10 shares held indirectly by Pilots' Retirement Income
Plan.
(4) Includes 30,000 shares which Mr. Guyette has the right to
acquire within 60 days of March 22, 1995 by the exercise of
stock options.
(5) Includes 30,000 shares which Mr. O'Gorman has the right to
acquire within 60 days of March 22, 1995 by the exercise of
stock options.
(6) Includes 27,500 shares which Mr. Oran has the right to
acquire within 60 days of March 22, 1995 by the exercise of
stock options.
(7) Reflects beneficial ownership of Class S Voting Stock owned
through the ESOP, with respect to which such holder has the
power to vote but not the power to dispose.
(8) Reflects beneficial ownership of Class P Voting Stock owned
through the ESOP, with respect to which such holder has the
power to vote but not the power to dispose.
(9) Reflects ownership of Class S Voting Stock owned through
the ESOP, with respect to which such holders have the power
to vote but not the power to dispose. No director or
officer other than Mr. Osteboe beneficially owns shares of
Class P Voting Stock.
EXECUTIVE COMPENSATION
UAL Corporation Compensation and Compensation
Administration Committees Report
Philosophy
The Corporation's executive compensation program is
designed to attract, retain and motivate top quality and
experienced officers. The program provides industry competitive
compensation opportunities, supports a pay-for-performance
culture and emphasizes pay-at-risk. The program is heavily
oriented toward incentive compensation tied to the annual and
longer-term financial performance of the Corporation and to its
longer-term return to stockholders.
Components
There are two components to the executive compensation program:
- Cash compensation.
- Stock compensation.
The cash compensation program is comprised of base salary
and annual incentive compensation. Base salaries are
competitive with other large domestic air carriers, which
include the three largest of the five carriers in the Relative
Market Performance Graph that follows. Base salaries are
substantially less than other corporations in general industry
of comparable size. Base salaries were further reduced on July
13, 1994 by 8.25% as required by the Recapitalization.
Annual incentive compensation provides an opportunity for
additional earnings. An incentive pool is created based upon
the Corporation's earnings; each year the Compensation Committee
approves a schedule of annual incentive pool funding relative to
specified earnings targets. The CEO recommends to the
Compensation Committee (or the Compensation Administration
Committee, in the case of incentive awards intended to qualify
under Section 162(m) of the Internal Revenue Code of 1986)
incentive awards for each officer based upon an assessment of
each officer's contribution over the preceding year. The
assessment is based upon, among other things, an appraisal
prepared annually for each officer on his or her managerial
skills and the performance by him or her of assigned
responsibilities. Before making a recommendation, the CEO
discusses such appraisals with other members of senior
management and considers these discussions, along with an
overall evaluation of corporate performance and industry
competitive data. The Compensation Committee makes a final
determination of awards for all officers, including the CEO, who
is assessed by the Compensation Committee using a comparable
process established under his Employment Agreement. The awards
for the other proxy named officers are made by the Compensation
Administration Committee based on a pre-established formula in
full compliance with Section 162(m) of the Internal Revenue
Code.
The stock compensation program is comprised of stock
options and restricted stock. Stock compensation gives each
officer the opportunity to become a stockholder of the
Corporation. Stock grants are determined in consideration of
individual performance and contribution and in consideration of
airline industry practice, using the same three-carrier peer
group referred to above for base salary and annual incentive
compensation. The CEO recommends to the Compensation Committee
(or the Compensation Administration Committee, in the case of
awards under plans which qualify for certain exceptions from
Section 16 of the Exchange Act pursuant to Rule 16b-3 or 162(m)
qualified grants) stock option and/or restricted stock grants
for each officer; there are no specific target award levels or
weighting of factors considered in determining stock grants.
The Committee determines stock awards for the CEO based upon a
comparable process and makes a final determination on stock
awards for all other officers. Options and restricted shares
typically are granted in alternating years (options in one year,
restricted stock in the next, etc.).
Stock options may not be granted at less than fair market
value on the date of grant. Stock options carry a ten-year term
and typically have exercise vesting restrictions that lapse
ratably over a four-year period. Restricted shares typically
have vesting restrictions of up to 5 years. In 1994,
stockholders approved amendments to the Corporation's stock
plans to preserve, to the maximum extent possible, the
deductibility by the Corporation of amounts awarded under the
plans.
The officer compensation program in total, although
primarily focused on promoting pay-for-performance and
emphasizing pay-at-risk, is heavily oriented toward stockholder
interests through the use of long-term incentives that create a
direct linkage between executive rewards and increased
stockholder value. The long-term incentive component, which is
comprised totally of stock-based incentives, represents over
half the total income opportunity for the officers.
To enable the Corporation to attract high quality
management at the most senior officer levels within the
Corporation, sign-on compensation packages for these officers at
the time of hiring sometimes include cash and unrestricted stock
awards in addition to compensation of the types described above.
These compensation packages are often the subject of
negotiation, and may have vesting provisions for restricted
stock and stock options that vary from the normal schedules.
CEO Compensation
Base salary for Stephen M. Wolf, former Chairman and Chief
Executive Officer of the Corporation, for 1994 was for the
period from January 1, 1994 to July 12, 1994, the date of his
retirement in connection with the closing of the
Recapitalization and reflected no increase from the salary rate
authorized in 1993. His compensation specified in the "All
Other Compensation" column in the Summary Compensation Table and
the basis upon which such compensation was paid is described in
the footnotes to the Table.
The compensation package for Mr. Greenwald was established
pursuant to an Employment Agreement negotiated by Mr. Greenwald
with ALPA and the IAM that was contingent upon the
Recapitalization transaction (the "Greenwald Agreement"). As
part of the Greenwald Agreement, a base salary rate of $725,000
was established for Mr. Greenwald upon his employment on July
12, 1994, which was the same rate as his predecessor. That rate
was reduced by 8.25% to $665,188 on July 13, 1994 according to
the terms of the Recapitalization. A non-guaranteed target
bonus of $725,000 per year was also established (prorated to
$362,500 for his partial year of service in 1994), which was
paid to Mr. Greenwald in 1995 (in Common Stock) since his
performance was consistent with the Board Committee's objectives
and directions, and since the corporate performance did not
compel a lesser bonus. In making those determinations, the
applicable Board Committee took into account (i) airline
industry trends and (ii) the Corporation's financial
performance, including cumulative profitability since the
transaction date. These are the standards for performance
evaluation that were established under the Greenwald Agreement.
In addition, Mr. Greenwald received one-time sign-on
compensation in the form of Common Stock, stock options,
restricted stock and a success fee payable in cash upon
commencement of employment as required by the Greenwald
Agreement.
Compensation for the Other Named Officers
Mr. Edwardson was employed as President as of July 12,
1994, at a base salary rate of $500,000, which was the same rate
as his predecessor. On July 13, 1994, that rate was reduced by
8.25% to $458,750 according to the terms of the
Recapitalization. Mr. Oran was employed as Executive Vice
President-Corporate Affairs and General Counsel as of July 12,
1994, at a base salary rate of $340,000, which was the same rate
as his predecessor. On July 13, 1994, that rate was reduced by
8.25% to $311,950 according to the terms of the
Recapitalization. In connection with his agreement to join the
Corporation and, as a result, to terminate his prior employment,
each of Messrs. Edwardson and Oran was awarded one-time sign-on
compensation in the form of cash, Common Stock, restricted stock
and options. In lieu of issuing all of Mr. Edwardson's sign-on
Common Stock grant to him, at Mr. Edwardson's request the
Corporation made a charitable contribution of a portion of the
Common Stock. In determining the amount of such compensation
for Messrs. Edwardson and Oran, the Corporation considered the
respective views of Messrs. Edwardson and Oran as to the
compensation and benefits they would forfeit with their then
current employers. Mr. Edwardson was paid an incentive
compensation award for 1994 performance in 1995 of $204,000 in
Common Stock, which was granted pursuant to the normal incentive
compensation plan terms described earlier and prorated for his
partial year of service, and according to a pre-established
formula (adjusted downward as described below) in full
compliance with Section 162(m) of the Internal Revenue Code.
Mr. Oran was not eligible for an incentive compensation award
for 1994.
Base salary rates for Messrs. O'Gorman and Guyette of
$340,000 were reduced 8.25% on July 13, 1994 to $311,950
according to the terms of the Recapitalization. Neither
received a cash incentive award in 1994, or an increase to base
salary in 1994 or 1995. Each received an incentive compensation
award for 1994 performance in 1995 of $234,000, of which 100% of
Mr. O'Gorman's and 50% of Mr. Guyette's was paid in Common
Stock. These bonuses were granted pursuant to the normal
incentive compensation plan terms described earlier, and
according to a pre-established formula (adjusted downward as
described below) in full compliance with Section 162(m) of the
Internal Revenue Code. Each received a stock option grant,
subject to the Company's normal grant schedule. No payments
were made under the annual Incentive Compensation Plan with
respect to 1991, 1992 or 1993.
In making the bonus determination for all ICP participants
for 1994, the pre-tax earnings component of the bonus formula
was reduced by the Compensation and Compensation Administration
Committees by an amount equal to the Corporation's estimate of
the net labor savings to the Corporation for 1994 resulting from
the ESOP, because the formula established by the Compensation
Committee in February 1994 did not take into account earnings
attributable to those labor savings in the bonus calculation
(due to the fact that the formula was, consistent with past
practice, finalized before it was clear that any transaction
would occur).
Change in Control Agreements
In 1993 the Corporation and United entered into amendments
to and new severance agreements with provisions that became
effective only upon a "change in control" of the Corporation.
The Compensation Committee believed it was important to take
steps to maintain a stable management team throughout the period
preceding the Recapitalization and during the transition
following the closing. The Recapitalization was a "change in
control" for this purpose. The Compensation Committee has now
decided to permit the various change in control severance
agreements to expire at their earliest possible expiration
dates, and the Corporation gave the required notices during
March 1995 to accomplish this.
Compensation Consultant and Competitive Data
The Compensation Committee and Compensation Administration
Committee consult with independent compensation advisors on
executive compensation matters. The Committees also have access
to competitive data on compensation levels for officer
positions.
UAL Corporation Compensation Committee
John F. McGillicuddy, Chairman Richard D. McCormick
Duane D. Fitzgerald Harlow B. Osteboe
Gerald Greenwald John F. Peterpaul
Joseph V. Vittoria
UAL Corporation Compensation Administration Committee
John F. McGillicuddy, Chairman Richard D. McCormick
Duane D. Fitzgerald
Summary Compensation Table
Long Term
Annual Compensation Compensation
---------------------------------------------------------------- ------------------------
Bonus ($)
----------------------------------
Name and Other Restricted All
Principal One Annual Stock Stock Other
Position(1) Year Salary($) Annual(2) Time(3) Total Compensation($) Awards($)(4) Options(#) Compensation($)
- - ----------- ---- --------- --------- ------- ----- --------------- ------------ ---------- ---------------
Wolf 1994 372,190 0 0 0 23,791 0 0 6,797,696(5)
1993 604,134 0 0 0 122,173(6) 0 0 29,821(7)
1992 625,000 0 0 0 25,515 0 0 30,985(7)
- - ----------------------------------------------------------------------------------------------------------------------------------
Greenwald 1994 313,300 362,521(2) 3,300,000(3) 3,662,521 16,224 2,300,000 200,000 18,972(8)
- - ----------------------------------------------------------------------------------------------------------------------------------
Edwardson 1994 216,069 204,025(2) 1,952,000(3) 2,156,025 8,458 2,208,000 130,000 13,084(8)
- - ----------------------------------------------------------------------------------------------------------------------------------
O'Gorman 1994 322,916 234,029(2) 0 234,029 7,078 0 30,000 16,480(8)
1993 314,348 0 0 0 7,548 855,000 0 4,024(7)
1992 300,000 0 0 0 18,379 0 30,000 7,094(7)
- - ----------------------------------------------------------------------------------------------------------------------------------
Guyette 1994 321,329 233,967(2) 0 233,967 8,576 0 30,000 24,410(8)
1993 310,749 0 0 0 5,183 855,000 0 10,708(7)
1992 300,000 0 0 0 327 0 30,000 7,874(7)
- - ----------------------------------------------------------------------------------------------------------------------------------
Oran 1994 147,865 0(2) 1,540,000(3) 1,540,000 312,846(9) 1,150,000 55,000 8,897(8)
- - ----------------------------------------------------------------------------------------------------------------------------------
Wolf = Stephen M. Wolf, Former Chairman and Chief Executive Officer
Greenwald = Gerald Greenwald, Chairman and Chief Executive Officer
Edwardson = John A. Edwardson, President and Chief Operating Officer
O'Gorman = Joseph R. O'Gorman, Executive Vice President
Guyette = James M. Guyette, Executive Vice President
Oran = Stuart I. Oran, Executive Vice President - Corporate Affairs
and General Counsel
_____________________________________________________
(1) Mr. Wolf retired on July 12, 1994, in connection with the
closing of the Recapitalization. Messrs. Greenwald,
Edwardson and Oran joined the Corporation on July 12, 1994,
following the closing of the Recapitalization.
(2) Although each of Messrs. Greenwald, Edwardson, O'Gorman and
Guyette were awarded an annual cash bonus for 1994 pursuant
to the Corporation's Incentive Compensation Plan and, in
the case of Mr. Greenwald, his Employment Agreement with
the Corporation, at the request of the Corporation each of
these officers waived 100%, in the case of Messrs.
Greenwald, Edwardson, and O'Gorman, and 50%, in the case of
Mr. Guyette, of his right to receive this bonus in cash and
agreed to accept Common Stock of value equivalent to the
amount of the bonus waived, as follows:
Name Cash Bonus Waived ($) Common Stock (#)
---- --------------------- ----------------
G. Greenwald (362,500) 3,806
J. Edwardson (204,000) 2,142
J. O'Gorman (234,000) 2,457
J. Guyette (117,000) 1,228
Mr. Oran was not eligible to receive an annual bonus for
1994. The value of shares of Common Stock referred to in
this footnote are included in the Summary Compensation
Table. Differences between table and footnote values result
from rounding to whole shares. Portions of awards were
withheld to cover tax withholding obligations.
(3) Mr. Greenwald was retained by ALPA and the IAM as of January
1994 to serve as a consultant, at which time he agreed to
enter into the Greenwald Agreement with the Corporation to
serve as Chairman and Chief Executive Officer if and when
the Recapitalization closed. The Greenwald Agreement
provided Mr. Greenwald with one-time sign-on compensation
which included Common Stock and a success fee payable in
cash (all of which cash was withheld by the Corporation to
cover tax withholding obligations arising from the sign-on
award). In addition, in order to induce Messrs. Edwardson
and Oran to leave their then current employment positions
(as Executive Vice President and Chief Financial Officer of
Ameritech Corporation in the case of Mr. Edwardson, and as a
partner in a New York City law firm in the case of Mr. Oran)
upon the closing of the Recapitalization and thereby forego
their then current compensation and benefits, the
Corporation made a donation of Common Stock to a charitable
foundation as requested by Mr. Edwardson in lieu of issuing
such shares to him and provided Messrs. Edwardson and Oran
with other one-time sign-on compensation which included
Common Stock and cash (portions of which were withheld to
cover tax withholding obligations arising from the sign-on
award). The sign-on compensation for these officers in the
form of Common Stock and cash that was donated, awarded or
paid as of the closing date of the Recapitalization was as
follows:
Common Stock Donated to
Name Charitable Foundation (#/$) Common Stock (#/$) * Cash ($) *
---- --------------------------- -------------------- ----------
G. Greenwald N/A 25,000/2,300,000 1,000,000
J. Edwardson 7,767/700,000 6,000/ 552,000 700,000
S. Oran N/A 7,500/ 690,000 575,000
* Includes portions of awards withheld to cover
tax withholding obligations.
Common Stock is valued at the closing market price on July
13, 1994, the first trading day (on a "when issued" basis)
of the post-Recapitalization Common Stock, except that the
Common Stock donation is valued on the basis of the average
of the high and low market prices on that date because the
number of shares donated was determined using this method.
The second and final installment of Mr. Oran's one-time sign-
on cash compensation in the amount of $275,000 was paid on
or about January 15, 1995. All amounts referred to in this
footnote are included in the Summary Compensation Table.
(4) The restricted stock granted in 1994 to Mr. Greenwald vests
in five equal annual installments commencing one year from
the date of grant; to Mr. Edwardson vests in four equal
annual installments commencing two years from the date of
grant; and to Mr. Oran vests 20% at January 15, 1995 and the
balance in four equal annual installments commencing one
year from the date of grant. All 1994 restricted stock
awards are valued at the closing market price on July 13,
1994. The number of shares of restricted stock awarded in
1994 and the number and aggregate value, respectively, of
these restricted holdings at fiscal year-end is: Mr. Wolf,
none; Mr. Greenwald, 25,000 shares, $2,184,375; Mr.
Edwardson, 24,000 shares, $2,097,000; Mr. O'Gorman, none;
Mr. Guyette none; and Mr. Oran, 12,500 shares, $1,092,188.
These dollar amounts differ from amounts in table as table
values are determined as of a different date. The total
number of shares awarded in 1994 for each executive officer
is equal to such number of shares at fiscal year-end. The
restricted stock granted in 1993 to Mr. O'Gorman (7,500
shares) and Mr. Guyette (7,500 shares) was scheduled to vest
in five equal annual installments commencing one year from
the date of grant, but these vesting restrictions lapsed
upon closing of the Recapitalization. No dividends have
been paid on restricted shares, but officers have the right
to retain any dividends paid on such shares.
(5) Amount represents $10,333 attributable to split dollar life
insurance premiums and the following payments made pursuant
to an agreement in connection with Mr. Wolf's retirement:
$4.35 million as severance (based on a multiple of three
times annual salary and deemed bonus); $2,145,617 as a
supplemental pension benefit; $208,412 in respect of the
value of Mr. Wolf's split dollar life insurance policy, and
$83,333 in respect of accrued but unused vacation.
(6) Includes $39,243 attributable to tax gross-ups during the
fiscal year associated with travel privileges, $16,180
attributable to financial planning, travel, certain
insurance and automobile benefits, and the balance
attributable to club membership costs and dues.
(7) Amounts represent compensation attributable to split dollar
insurance program premiums.
(8) Amounts represent compensation attributable to split dollar
insurance program premiums for Messrs. O'Gorman ($7,583) and
Guyette ($15,513) and value of shares of ESOP preferred
stock allocated to the officer's account for 1994 as
follows, based upon the closing price of the Common Stock as
of December 30, 1994 multiplied by the number of shares of
Common Stock issuable upon conversion of such ESOP preferred
stock: Mr. Greenwald, $18,972; Mr. Edwardson, $13,084; Mr.
O'Gorman, $8,897; Mr. Guyette, $8,897 and Mr. Oran, $8,897.
(9) Includes a one-time $300,000 payment in consideration of
waiving all rights under the Corporation's normal relocation
policy.
Option Grants In Last Fiscal Year
The following table sets forth information concerning stock
options granted during 1994 by the Corporation to the named
executive officers. The hypothetical present values of stock
options granted in 1994 are calculated under a modified Black-
Scholes model, a mathematical formula used to value options. The
actual amount, if any, realized upon exercise of stock options
will depend upon the amount by which the market price of the
Common Stock on the date of exercise exceeds the exercise price.
The individuals named below will not be able to realize a gain
from the stock options granted unless, during the exercise
period, the market price of the Common Stock is above the
exercise price of the options. Such an increase in the market
price of the Common Stock would also benefit the other
stockholders of the Corporation.
% of Total
Number of Options/SARs Hypothetical
Securities Granted to Exercise Present Value at
Underlying Employees in or Base Expiration Date of Grant
Options/SARs Fiscal Year Price ($/Sh) Date ($000s except per
Name Granted (#) 1994 share amounts) (5)
- - ---- ------------ ------------ ------------ ---------- ------------------
Stephen M. Wolf 0 N/A N/A N/A
Gerald Greenwald 200,000 (1) 21.1 90.125 07/11/04 10,451
John A. Edwardson 130,000 (2) 13.7 90.125 07/11/04 6,793
James M. Guyette 30,000 (3) 3.1 90.125 07/11/04 1,568
Joseph R. O'Gorman 30,000 (3) 3.1 90.125 07/11/04 1,568
Stuart I. Oran 55,000 (4) 5.8 90.125 07/11/04 2,874
Per Share Present
Value N/A N/A 90.125 N/A 52.25
__________________________________________
(1) Options for 50% of shares are exercisable at July 12, 1994,
and the balance become exercisable in five equal annual
installments commencing on July 12, 1995.
(2) Options for 25% of shares are exercisable at July 12, 1994
and the balance become exercisable in three equal annual
installments commencing July 12, 1996.
(3) Options become exercisable in four equal annual installments
commencing July 12, 1995.
(4) Options for 17,500 shares are exercisable at July 12, 1994,
for an additional 10,000 are exercisable at January 15, 1995,
and the balance become exercisable in four equal annual
installments commencing July 12, 1995.
(5) If hypothetical present values represent amounts actually
realized upon the exercise of the options, market price
would have increased from $90.125 to $142.38. The modified
Black-Scholes model used to calculate the hypothetical
values at date of grant considers a number of factors to
estimate the option's present value, including the stock's
historic volatility calculated using the monthly closing
price of Common Stock over a three year period (1992 through
year end 1994), the exercise period of the option, interest
rates and the stock's expected dividend yield. The
assumptions used in the valuation of the options were:
stock price volatility - .2748, exercise period - 10 years,
interest rate - 7.5%, and dividend yield - 0.00%.
Because the stock options described above are not
transferable, the Corporation believes the grant date
present values shown above may be overstated.
There is no assurance that the hypothetical present values of
stock options presented in the table above represent the actual
values of such options, and the hypothetical values shown should
not be construed as predictions by the Corporation as to the
future value of the Common Stock.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values (1)
Number of Securities Underlying Value of Unexercised In-the-Money
Options/SARs at FY-End (#) Options/SARs at FY-End ($)
------------------------------- ---------------------------------
Shares
Acquired On Value
Name Exercise (#) Realized ($) Exercisable Unexerisable Exercisable Unexerisable
- - ---- ------------ ------------ ----------- ------------ ----------- ------------
Stephen M. Wolf 62,500 5,143,594 112,500 (2) 0 0 0
Gerald Greenwald 0 N/A 100,000 100,000 0 0
John A. Edwardson 0 N/A 32,500 97,500 0 0
Joseph R. O'Gorman 0 N/A 30,000 30,000 135,840 0
James M. Guyette 11,060 1,134,883 30,000 30,000 1,158,555 0
Stuart I. Oran 0 N/A 17,500 37,500 0 0
_____________________________________________
(1) Options granted prior to the Recapitalization ("Pre-Closing
Options") for one share of Old Common Stock became
exercisable as the result of the Recapitalization for one-
half a share of Common Stock and $84.81 in cash. Value of
Pre-Closing Options includes the cash amount deliverable
upon exercise.
(2) These unexercised options expired January 11, 1995.
Pension Plan Table
Years Of Participation
Final _______________________________________________________________________________________
Average
Pay 10 15 20 25 30 35 40
- - ------- -- -- -- -- -- -- --
$200,000 $32,000 $48,000 $64,000 $80,000 $96,000 $112,000 $128,000
300,000 48,000 72,000 96,000 120,000 144,000 168,000 192,000
400,000 64,000 96,000 128,000 160,000 192,000 224,000 256,000
500,000 80,000 120,000 160,000 200,000 240,000 280,000 320,000
600,000 96,000 144,000 192,000 240,000 288,000 336,000 384,000
700,000 112,000 168,000 224,000 280,000 336,000 392,000 448,000
800,000 128,000 192,000 256,000 320,000 384,000 448,000 512,000
900,000 144,000 216,000 288,000 360,000 432,000 504,000 576,000
1,000,000 160,000 240,000 320,000 400,000 480,000 560,000 640,000
1,100,000 176,000 264,000 352,000 440,000 528,000 616,000 704,000
1,200,000 192,000 288,000 384,000 480,000 576,000 672,000 768,000
1,300,000 208,000 312,000 416,000 520,000 624,000 728,000 832,000
1,400,000 224,000 336,000 448,000 560,000 672,000 784,000 896,000
1,500,000 240,000 360,000 480,000 600,000 720,000 840,000 960,000
The above illustration is based on retirement at age 65 and
selection of a straight life annuity (other annuity options are
available, which would reduce the amounts shown above). The
amount of the normal retirement benefit under the plan is the
product of 1.6% times years of credited participation in the plan
times final average pay (highest five of last ten years of
covered compensation, with compensation after the
Recapitalization being adjusted to add back the 8.25% salary
reduction). The retirement benefit amount is not offset by the
participant's Social Security benefit. Compensation covered by
the plan includes salary and amounts shown as annual bonus in the
Summary Compensation Table. Sign-on bonuses paid to Messrs.
Greenwald, Edwardson, and Oran do not qualify as pension earnings
and will not be included in any pension calculations. Under the
qualified plan, credited years of participation with the
Corporation and United for persons named in the cash compensation
table are as follows: Mr. Greenwald-0 years; Mr. Edwardson-0
years; Mr. Oran-0 years; Mr. Guyette-26 years and Mr. O'Gorman-22
years. The amounts shown do not reflect limitations imposed by
the Internal Revenue Code on retirement benefits which may be
paid under plans qualified under the Internal Revenue Code.
United has agreed to provide under non-qualified plans the
portion of the retirement benefits earned under the pension plan
which would otherwise be subject to Internal Revenue Code
limitations.
The Greenwald Agreement entitles Mr. Greenwald to an annual
pension equal to the greater of the pension that would accrue
under the Corporation plans with credit for 30 years of service
or $500,000 per year. Such pension is payable at any time
elected by Mr. Greenwald following retirement or termination of
employment. Mr. Greenwald's retirement benefit will continue to
be paid to his spouse at 67% of his benefit level under a joint
survivor annuity. Pursuant to the Greenwald Agreement, a
revocable trust has been funded to provide funding for the
additional pension obligation for Mr. Greenwald.
The Corporation has agreed to supplement Messrs. Edwardson's
and Oran's benefits under the qualified pension plans and United
has agreed to supplement Mr. O'Gorman's benefits under the
qualified pension plan, in each case by granting them credit for
additional years of service- 10 years for Mr. Edwardson, 20 years
for Mr. Oran, and 6 years for Mr. O'Gorman. In addition, for
Messrs. Edwardson and Oran, the Corporation has agreed to waive
the service requirement for benefit vesting under the qualified
pension plan and to impose no decrement to the pension benefit
based on age.
UAL Corporation
Relative Market Performance
Total Return 1990-1994
[chart to come]
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
UAL Corp 100 64.31 85.11 73.65 85.26 73.59
S&P 500 100 96.89 126.42 136.05 149.76 151.74
D-J Airline Group(1) 100 79.83 107.72 108.90 134.21 89.70
Source: Compustat Database
(1) Alaska Air, AMR, Delta, Southwest, USAir.
Employment Contracts and Change in Control Arrangements
Pursuant to the Greenwald Agreement, Mr. Greenwald is paid a
salary of $725,000 per year, reduced by 8.25% (equivalent to the
salaried and management concession) and a non-guaranteed target
bonus of $725,000 per year, which target bonus will be payable if
Mr. Greenwald's performance is "consistent with the applicable
Board Committee's objectives and directions" and the
Corporation's performance "does not compel" a lesser bonus. In
addition, the applicable Board Committee will take into account
(i) airline industry trends and (ii) the Corporation's financial
performance (including cumulative profitability since the
Recapitalization) in determining the extent of Mr. Greenwald's
bonus. Pursuant to the Greenwald Agreement, Mr. Greenwald
received upon commencement of employment one-time sign-on
compensation in the form of Common Stock, restricted stock,
options and a success fee payable in cash as described in the
Summary Compensation Table and Option/SAR Grants in the Last
Fiscal Year table and the footnotes to such tables. All options
and restricted stock vest on any termination of Mr. Greenwald's
employment other than termination by the Corporation for cause or
a voluntary resignation. The options, to the extent vested, will
remain outstanding for 10 years, notwithstanding termination of
Mr. Greenwald's employment for any reason, including "cause".
Additional options and restricted stock could be issued to the
extent the average market price for the Common Stock during the
one year period following the Recapitalization closing caused the
equity adjustment mechanism to be triggered so that the ESOP
interest in the Corporation's stock increased above 55%.
If Mr. Greenwald's employment is terminated by the
Corporation without "cause" or by him for "good reason," his
salary and guaranteed $725,000 bonus will continue for 3 years
(or, if greater, the remainder of the 5 year contract term).
Generally, the Corporation will not be entitled to a deduction
for Federal income tax purposes with respect to the amounts
described above to the extent that such amounts exceed $1 million
in any year.
The Corporation has agreed that, in the event of a
termination of employment of Mr. Edwardson by the Corporation
without cause or by Mr. Edwardson with good reason, the
Corporation shall pay to Mr. Edwardson a lump sum equal to his
base salary and bonus paid in the prior twelve month period. In
the event of a termination without cause within five years after
commencement of employment, Mr. Oran is entitled to a cash
payment equal to his base salary and annual bonus paid in the
prior twelve month period, as well as immediate vesting of any of
his initial option grants which would have otherwise vested
within twelve months after the date of termination.
Mr. O'Gorman is a party to a severance agreement (the
"Severance Agreement") with the Corporation that provides certain
benefits if the executive's employment with United is terminated
(1) by the Corporation without "cause" (as defined in the
Severance Agreements) or (2) by the executive for "good reason"
(as defined in the Severance Agreement) in either case within
three years following a "change in control" (as defined in the
Severance Agreement). The Recapitalization constituted a change
in control under the Severance Agreement. Upon such a
termination of employment, the executive officer will be entitled
to receive (1) a cash payment equal to 3 times the sum of (a) the
greater of the executive's base salary as in effect on the date
of the change in control or as in effect on the date his or her
employment terminates plus (b) the average of the greater of the
bonuses paid to the executive with respect to the three years
preceding the change in control or the bonuses paid to the
executive with respect to the three years preceding his or her
termination of employment, (2) continuation of travel privileges
(and partial tax reimbursement) on United for the executive and
his or her spouse and other dependents for three years following
termination of employment (and for life thereafter if the
executive would have qualified for retiree travel privileges had
his or her employment continued during such three-year period),
(3) coverage under United's medical and other welfare benefits
for a period of three years following the date of termination
(and for life thereafter if the executive would have qualified
for retiree medical benefits had his or her employment continued
during such three-year period), (4) a lump sum payment equal to
the value of the pension benefits (including any early retirement
benefits) that the executive officer would have earned under
United's pension plans and arrangements had the executive officer
continued to be employed for an additional three years and (5) a
lump sum payment equal to the amounts that United would have paid
on behalf of the executive officer with respect to split dollar
life insurance policies in effect for the executive. The
Corporation gave the required notice during 1995 to cause the
Severance Agreement to expire at the earliest possible date.
The Corporation and Mr. Guyette also entered into a
Severance Agreement having the same terms as the Severance
Agreement with Mr. O'Gorman. In 1995, the Corporation and
United entered into an agreement with Mr. Guyette (the "Guyette
Agreement") whereby Mr. Guyette is resigning from his executive
officer positions with the Corporation and United, and will be
providing such services as may be requested by United through
April 30, 2000 (the "Termination Date"), at which time he will
retire. Pursuant to the Guyette Agreement, Mr. Guyette's
Severance Agreement has been terminated. Under the Guyette
Agreement, Mr. Guyette will receive payments through the
Termination Date of $20,000 per month ("Monthly Payments") and
travel, automobile, medical and other welfare benefits, as well
as either a lump sum payment in respect of his split dollar
insurance policy of approximately $111,000 or an alternative
treatment of the policy offered by United with no greater cost
to United. These payments in the aggregate do not exceed the
aggregate lump sum payments that would be made to Mr. Guyette
under his Severance Agreement if the rights under such agreement
were to be triggered and exercised. If Mr. Guyette does not
become employed by, or serve as a consultant to, another
airline, directly or indirectly, or any company affiliated with
another airline, prior to the Termination Date, he will receive
an additional $85,000 upon retirement. If he does become so
employed or so serve, he will receive a lump-sum payment equal
to the balance of his Monthly Payments through the Termination
Date, he will not be entitled to early retirement and related
benefits and all other benefits under the Guyette Agreement will
terminate.
Rule 405 Disclosure
A Form 4 and a Form 3 for July 1994, with respect to one
matter each, were inadvertently filed late for Richard P. Cooley,
a former director of the Company (with respect to a transaction
after he ceased to be a director) and Harlow B. Osteboe (with
respect to a deferred compensation plan interest). The
Corporation, and not the individuals, takes responsibility for
effecting these filings.
PROPOSAL NO. 2
APPROVAL OF UAL CORPORATION 1995 DIRECTORS PLAN
On December 15, 1994, the Board of Directors unanimously
approved the UAL Corporation 1995 Directors Plan for non-
employee directors, which is intended to consolidate and replace
the existing director compensation arrangements. The New Plan
encourages stock ownership by directors by allowing them to
elect to receive Common Stock in lieu of cash fees, and also
enables the directors to defer their stock awards and cash or
stock fees until after their retirement from Board (unless an
earlier date is elected by them). The New Plan does not change
the fee amounts or stock award levels for directors that are
currently in effect.
The Board of Directors unanimously recommends that
stockholders vote FOR approval of the New Plan.
Comparison to Existing Director Compensation Arrangements
As described under "Compensation of Directors," non-
employee directors currently receive an annual cash retainer fee
plus an additional retainer for committee chairmen, and fees for
attending board and committee meetings (collectively, "Fees"),
as well as an annual award and optional deferral of 100 shares
of Common Stock under the UAL Corporation 1992 Stock Plan for
Outside Directors. The New Plan continues to provide for annual
grants of 100 shares of Common Stock ("Stock Awards") to each
Participant (as defined below) and would replace the Prior Plan,
under which 15,800 shares remain available for issuance.
Similarly, the New Plan does not affect the level of Fees
payable to directors, which have been reduced by 10% as re-
affirmed by the Board following the Recapitalization. The New
Plan also gives Participants the opportunity to elect to receive
all or part of their Fees in the form of Common Stock. A
Participant may elect to defer the receipt of any cash or Common
Stock (including Common Stock received pursuant to Stock Awards)
otherwise payable under the New Plan.
General
The purposes of the New Plan are (1) to encourage stock
ownership by directors to further align their interests with
those of the stockholders of the Corporation, while providing
flexibility for directors who, due to their individual
circumstances, may be unable to take stock in lieu of cash
compensation, and (2) to provide certain deferral features for
Fees and Stock Awards. Participation in the New Plan would be
limited to directors of the Corporation who are not employees of
the Corporation or any of its subsidiaries ("Participants").
A summary of the material provisions of the New Plan is set
forth below and is qualified in its entirety by reference to the
New Plan as set forth in Exhibit A hereto. There are currently
nine directors eligible to be Participants under the New Plan.
As of March 22, 1995, the closing price of the Common Stock on
the New York Stock Exchange was $95.75 per share.
The New Plan is being submitted for stockholder approval in
order to qualify the New Plan for an exemption from the "short-
swing trading" provisions of the Exchange Act provided by Rule
16b-3 thereunder. The provisions of the New Plan with respect
to Stock Awards, elections to receive Common Stock in lieu of
Fees, and the ability to defer receipt of Common Stock will be
effective on July 3, 1995 (the "Effective Date") if approved by
the stockholders of the Corporation. If stockholder approval of
the New Plan is not obtained, the New Plan will be restated to
delete all references to those provisions and will continue in
effect only with respect to the deferral of cash Fees, and the
Prior Plan will continue in effect. If the New Plan is not
approved by stockholders, the directors will not have the
ability to receive stock in lieu of Fees or to defer receipt of
such stock fees.
Administration
The Executive Committee of the Board of Directors
administers the New Plan and has the sole and complete authority
to interpret the New Plan, to adopt, amend and rescind
administrative guidelines, rules and regulations relating to the
New Plan, to correct any defect or omission and to reconcile any
inconsistency in the New Plan or in any payment made thereunder,
and to make all other determinations and to take all other
actions necessary or advisable for the implementation and
administration of the New Plan, to the extent consistent with
the exempt status of the New Plan under Rule 16b-3.
Stock Awards
The New Plan provides for the award to each Participant on
the first business day of January in each year commencing in
1996 of 100 shares of Common Stock. This is identical to, and
would replace, the current stock award under the Prior Plan.
The aggregate number of shares of Common Stock available for
Stock Awards pursuant to the New Plan is 20,000. Stock
elections in lieu of fees (see below) are not included in this
total. The shares of Common Stock that will be granted pursuant
to Stock Awards will be treasury shares. In the event of any
merger, consolidation, reorganization, recapitalization,
spinoff, stock split, reverse stock split, rights offering,
exchange or other change in the corporate structure or
capitalization affecting the Common Stock, the Executive
Committee will make appropriate adjustments to the Stock Awards
and to the aggregate number of shares available for Stock Awards
under the New Plan.
Stock Election In Lieu Of Fees
A feature of the New Plan not available under the Prior
Plan is the ability of a Participant to elect to receive shares
of Common Stock in lieu of all or any portion of the Fees
otherwise payable to the Participant. This election must be
made at least six months prior to any date following the
Effective Date on which such Fees would otherwise be payable (or
prior to January 1, 1995 with respect to amounts payable during
1995 prior to the Effective Date and deferred pursuant to a
deferral election). Once effective, the election will continue
in effect until it is revised or revoked. No such revision or
revocation will be effective prior to six months from the date
it is made.
The number of shares of Common Stock that a Participant
will receive by reason of an election to have all or part of the
Participant's Fees paid in Common Stock is determined by
dividing the amount of such Fees by the Fair Market Value (as
defined in the New Plan) of a share of Common Stock as of the
date on which such Fees would otherwise have been paid to the
Participant. The shares of Common Stock that may be awarded
under the New Plan pursuant to a stock election will be treasury
shares.
New Plan Benefits
The following table indicates the number of shares of
Common Stock and the dollar value thereof that could be received
under the New Plan during 1995 had it been in effect since the
beginning of the year:
Dollar Number
Name and Position Value ($) of Shares
- - ----------------- --------- ---------
Non-Executive Director Group:
Stock Awards (February 1, 1995 grant) 86,625 900
Stock Elections in Lieu of Fees (1) 323,100 3,357
Total (9 persons) 409,725 4,257
______________________
(1) Assumes that all eligible Participants had elected to
receive all of their Fees in Common Stock. These amounts
are based on Board and committee meetings held to date and
scheduled for the remainder of the year and on the current
level of Fees, and assume a share price for purposes of
converting future Fees of $96.25, the average of the high
and low trading prices of the Common Stock on the New York
Stock Exchange on March 22, 1995.
Deferral Elections
Each Participant may elect to defer receipt of all or any
portion of his or her Fees or Common Stock until a future date
(the "Distribution Date") specified by the Participant in the
manner provided under the New Plan and have such amounts
credited to a bookkeeping account maintained by the Corporation
pending distribution. If no Distribution Date is specified by
the Participant, the Distribution Date will be the first
business day in January of the year following the date on which
the Participant ceases to be a director of the Corporation,
although the Executive Committee in its sole discretion may
approve a change to the Distribution Date requested by a
Participant other than in accordance with the New Plan
procedures.
Any deferred cash Fees will be credited quarterly with
interest computed at the prime rate as reported by The Wall
Street Journal. Any deferred Stock Awards or Common Stock
elected in lieu of Fees will be credited to the Participant's
account as "Stock Units." As of the record date for any
dividend paid on Common Stock of the Company, the participant
will be credited with additional Stock Units equal to the amount
of dividends that would have been payable on the shares of
Common Stock represented by the Stock Units in the Participant's
account divided by the Fair Market Value of a share of Common
Stock on such date. Similar adjustments will be made for other
distributions and equitable adjustments will be made in the
event of any merger, consolidation, reorganization,
recapitalization, spinoff, stock split, reverse stock split,
rights offering, exchange or other change in the corporate
structure or capitalization of the Corporation affecting the
Common Stock as the Executive Committee shall determine.
Deferred cash or Common Stock will be payable to the
Participant in up to 10 annual installments beginning on the
Distribution Date. A Participant may elect to receive payment
of any deferred Fees or Common Stock in a lump sum or in fewer
than 10 installments in the manner provided under the New Plan,
although the Executive Committee in its sole discretion
nonetheless may distribute all deferred cash Fees and Common
Stock to a Participant in a lump sum payment, and lump sum
distributions will be made in the event of the death of a
Participant. The Executive Committee in its sole discretion
also may elect to distribute deferred cash Fees and Common Stock
to a Participant in installments if requested by such
Participant other than in accordance with the New Plan
procedures. Similar Stock Award deferral provisions are
currently provided for under the Prior Plan.
Amendment and Termination
The New Plan may be amended or terminated at any time by
the Board of Directors of the Corporation, provided that no
action to amend or terminate the New Plan shall be taken by the
Board, (i) without stockholder approval to the extent such
approval is required by law, agreement or the rules of any
exchange or automated quotation system on which the Common Stock
is listed or quoted, (ii) to materially alter or impair the
rights of a Participant under the New Plan without the consent
of the Participant with respect to rights already accrued, or
(iii) that would disqualify the New Plan or any other plan of
the Corporation intended to be qualified under the exemption
provided by Rule 16b-3. The provisions relating to Stock Awards
and the election to receive Common Stock in lieu of Fees under
the New Plan may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code
of 1986, as amended, ERISA or the rules thereunder.
Federal Tax Consequences
Unless a Participant elects to defer receipt of his or her
Stock Award under the New Plan for any year, the Participant
will recognize ordinary income at the time of the Stock Award,
and the Corporation will be entitled to a corresponding
deduction, equal to the fair market value of the Common Stock
awarded.
Unless a Participant elects to defer receipt of Fees,
including Fees that he or she has elected to receive in shares
of Common Stock, the Participant will recognize ordinary income
at the time such Fees are paid in an amount equal to the cash
paid or, if applicable, the fair market value of the Common
Stock issued to the Participant, and the Corporation will be
entitled to a corresponding deduction.
If a Participant elects to defer receipt of his or her
Stock Award or Fees (including those fees that the Participant
has elected to receive in Common Stock), the Participant will
recognize income at the time such amounts are actually paid in
cash or distributed in the form of Common Stock, as applicable,
pursuant to the election and the Corporation's corresponding
deduction will be deferred until that time. The amount of
income will be equal to the cash paid or the fair market value
of Common Stock issued, as applicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL
OF THE NEW PLAN.
PROPOSAL NO. 3
APPROVAL OF CHARTER AMENDMENTS
The Board of Directors unanimously approved the Charter
Amendments as of March 9, 1995. The Charter Amendments (1) make
technical corrections to and clarify ambiguities in the method
for determining the duration of the Corporation's special
corporate governance provisions, and (2) provide certain
flexibility to the Board in administering its Committee
structure.
The Board of Directors unanimously recommends that
stockholders vote FOR approval of the Charter Amendments.
A summary of the material provisions of the Charter
Amendments is set forth below and is qualified in its entirety
by reference to the Proposed Charter Amendments included in
Exhibit B hereto.
Calculation of the Termination Date
The date on which many of the special corporate governance
provisions applicable to the Corporation under the Charter will
expire (absent an Uninstructed Trustee Action, as defined in the
Charter) is determined under a formula in the Charter in the
definition of "Termination Date" (Article FIFTH, Section 1.72).
The Termination Date generally occurs when (a) the Common Equity
held in the ESOPs and other employee trusts or pension,
retirement or other employee benefit plans (including 401(k)
plans, employee stock purchase plans, and the Pilot's Directed
Account Retirement Income Plan) sponsored by the Corporation or
any of its Subsidiaries (as defined) plus (b) the number of
Available Unissued ESOP Shares (defined, generally, as shares of
Common Stock that would be issuable under shares of preferred
stock committed to be issued to the ESOPs over the ESOP
investment period) (collectively, "Employee Benefit Plan
Shares") is less than 20% of (x) the total Common Equity of the
Corporation plus (y) the number of Available Unissued ESOP
Shares. "Common Equity" (Article FIFTH, Section 1.26) generally
includes those shares of Common Stock issued in exchange for Old
Common Stock outstanding at the time of the Recapitalization or
issued or issuable after the Recapitalization pursuant to
certain options and convertible securities outstanding at the
time of the Recapitalization, as well as Permitted Bankruptcy
Equity (as defined). Other shares of Common Stock issued after
the Recapitalization generally are excluded from Common Equity
("Excluded Shares").
Under the Charter Amendments, the Common Equity definition
has been rewritten in order to make it easier to read and
understand. However, it differs from the definition of Common
Equity in the current Charter in two substantive respects.
First, a mechanism has been added to provide for an automatic
adjustment in the number of shares included in Common Equity in
the event of a stock dividend, stock combination or stock split
in respect of Common Stock. Under the ESOP preferred stock anti-
dilution provisions in the Charter, a proportionate adjustment
in the number of shares of Common Stock issuable upon conversion
of the ESOP preferred stock would result automatically from such
a transaction, but no other adjustment would be made under the
Common Equity definition to take into account the effect of the
transaction on other outstanding shares of Common Stock. Such a
transaction would skew the Termination Date calculation in the
event of a stock split, dividend or combination, even though the
ratio of Employee Benefit Plan Shares to total shares of Common
Stock would remain unchanged. The current Charter language
could have the unintended consequence of discouraging the
Corporation from pursuing stock splits, dividends and
combinations that would otherwise benefit stockholders.
Under the Charter Amendments, all of the shares of Common
Stock included in the definition of Common Equity would be
proportionately adjusted as the result of the transaction so
that the stock dividend, split, combination or reverse split
would have no effect whatsoever on the Termination Date
calculation. The Board believes that this result is appropriate
in light of the fact that such a transaction would have no
effect on the economic position of the holders of Employee
Benefit Plan Shares, on the one hand, and other holders of
Common Stock, on the other hand.
Second, the current Charter does not provide any guidance
for the treatment of Common Equity in the event that the
Corporation repurchases stock at a time that Excluded Shares are
outstanding. Under the Charter Amendments, in such an event the
Corporation would be required to make an assessment as to
whether or not the shares being reacquired are included in
Common Equity. If the Corporation conclusively establishes that
the shares being reacquired are included in Common Equity, such
reacquisition will reduce Common Equity by an amount of shares
equal to the number of shares being acquired. Conversely, if
the Corporation conclusively establishes that such shares are
Excluded Shares, the reaquisition will have no effect on Common
Equity. If the Corporation cannot conclusively establish
whether or not such shares are included in Common Equity, then
the shares reacquired will be apportioned between Common Equity
and Excluded Shares, and the number of shares included in Common
Equity will be reduced as a result of the reacquisition by an
amount determined by multiplying the number of shares so
reacquired by a fraction, the numerator of which is the number
of shares of outstanding Common Stock included in Common Equity
immediately prior to the reacquisition and the denominator of
which is the aggregate number of shares of Common Stock
outstanding immediately prior to the reacquisition. As of March
22, 1995, 113,257 Excluded Shares were outstanding and the
Corporation can conclusively establish the ownership of 112,257
of such Excluded Shares.
The Charter Amendments also clarify the "Termination Date"
definition. In connection with the establishment of the ESOP,
the Corporation, ALPA and the IAM agreed that employees should
have the ability to delay the occurrence of the Termination Date
by purchasing Common Stock through various pension, retirement
and employee benefit plans sponsored by the Corporation or its
Subsidiaries (as defined) in addition to the ESOP (collectively,
the "Plans"). This agreement is reflected in the Charter by the
manner in which Employee Benefit Plan Shares are included in the
Termination Date calculation. Under the Charter as currently in
effect, only Common Equity, and not Excluded Shares, are counted
among Employee Benefit Plan Shares. However, shares of Common
Stock traded in the open market are fungible, and once a share
of Common Stock is sold in an open market transaction it becomes
impractical, if not impossible, for the Corporation and the
employee to determine whether a particular share acquired is an
"Excluded Share" or "Common Equity." Futhermore, the
Corporation does not believe that such a distinction is
appropriate in light of the purpose of the provision, nor was it
intended under the original Charter.
The Charter Amendments would treat as Employee Benefit Plan
Shares all Common Stock held in the Plans that was acquired in
open market purchases or in private transactions with parties
other than the Corporation, without regard to whether the Common
Stock is "Common Equity." Absent this change, the Corporation
does not believe it could calculate the Termination Date in a
reliable manner. The Corporation does not expect this change to
cause any material delay in the occurrence of the Termination
Date.
Board Committees
The Charter contains a number of limitations on the
authority of the various Board Committees, particularly those
Committees that do not include either the ALPA Director or the
IAM Director (together, the "Union Directors and, with the SAM
Director, the "Employee Directors"). The Charter Amendments
relating to Board Committees provide flexibility in certain
areas in which the Corporation believes flexibility is warranted
and the balancing of interests under the Charter's corporate
governance provisions will not be disrupted.
Audit Committee. The amendments make clear that the Audit
Committee has authority over cash management, risk management,
investment management and foreign exchange management policies
of the Corporation (Article FIFTH, Section 4.1.1).
Compensation Committee. The amendments clarify the
allocation of responsibility between the Compensation Committee
and the Board with respect to compensation and benefit matters,
and vest the Committee with limited ancillary authority not
clearly present under the current Charter. Under the Charter
Amendments, the Board would be responsible for general policy
matters relative to compensation and benefit matters for the
officers of the Corporation, while the Committee would be
responsible for implementation of the policies and, within that
framework, for decision-making with respect to individual
officer compensation and benefits (Article FIFTH, Section
4.1.3).
Compensation Administration Committee. The amendments
clarify that the Compensation Administration Committee is vested
with all of the authority necessary for the Corporation to take
maximum advantage of the provisions of Rule 16b-3 under the
Exchange Act and Section 162(m) of the Internal Revenue Code
(Article FIFTH, Section 4.1.4).
Labor Committee. Under the current Charter, every
amendment or modification to any Collective Bargaining Agreement
(as defined) for employees of the Corporation or its
Subsidiaries, regardless of significance or effect on the
Corporation, must be approved by the Labor Committee (a
committee that contains no Employee Directors). Neither the
Board nor the Committee has any authority to delegate any of
this responsibility to management. The Charter Amendments vest
the Board with authority to delegate to management authority to
approve immaterial modifications or amendments to Collective
Bargaining Agreements, as well as immaterial Collective
Bargaining Agreements with labor unions representing 100 or
fewer U.S. employees. The delegating resolutions would require
the approval of the Labor Committee, 80% of the Board, all
Outside Public Directors, and at least one Union Director.
"Immateriality" under these circumstances would be determined by
Board resolution, and the resolutions must specify the types of
modifications, amendments and agreements for which authority is
delegated (Article FIFTH, Section 4.1.7).
Committees Generally. The Compensation Committee, the
Executive Committee and Other Board Committees (as defined) have
special quorum requirements designed to assure the presence of
Independent Directors and Employee Directors at each Committee
meeting. The Charter Amendments would permit these quorum
requirements to be waived for particular meetings by unanimous
vote of the Employee Directors serving on the Committee. The
Charter Amendments would also permit the Board to delegate
additional duties to the Compensation or CAP Committee, by the
same vote that is required in order to create a new Board
Committee (Article FIFTH, Sections 4.1.3, 4.1.5, 4.1.10, and
4.1.12).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF THE CHARTER AMENDMENTS.
PROPOSAL NO. 4
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, at the recommendation of the Audit
Committee, has appointed, subject to approval by the
stockholders, the firm of Arthur Andersen LLP as independent
public accountants, to examine the financial statements of the
Corporation for the year 1995. It is anticipated that a
representative of Arthur Andersen LLP will be present at the
meeting and will have the opportunity to make a statement, if
he desires to do so, and will be available to respond to
appropriate questions at that time. If the stockholders do not
approve the appointment of Arthur Andersen LLP, the selection
of independent public accountants will be reconsidered by the
Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE APPROVAL OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CORPORATION FOR 1995.
STOCKHOLDER PROPOSAL
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600
Virginia Ave., N.W., Suite 215, Washington, D.C. 20037, owner
of 26 shares of Common Stock of the Corporation, has given
notice that she will introduce the following resolution at the
Meeting:
RESOLVED, "That the stockholders of United Airlines Corp.,
assembled in Annual Meeting in person and by proxy,
hereby recommend that the Corporation affirm its
political non-partisanship. To this end the
following practices are to be avoided:
"(a) The handing of contribution cards of a
single political party to an employee by a
supervisor.
"(b) Requesting an employee to send a
political contribution to an individual in
the Corporation for a subsequent delivery
as part of a group of contributions to a
political party or fund raising committee.
"(c) Requesting an employee to issue personal
checks blank as to payee for subsequent
forwarding to a political party, committee
or candidate.
"(d) Using supervisory meetings to announce
that contribution cards of one party are
available and that anyone desiring cards
of a different party will be supplied one
on request to his supervisor.
"(e) Placing a preponderance of contribution
cards of one party at mail station
locations.
REASONS, "The Corporation must deal with a great number of
governmental units, commissions and agencies. It
should maintain scrupulous political neutrality to
avoid embarrassing entanglements detrimental to its
business. Above all, it must avoid the appearance of
coercion in encouraging its employees to make
political contributions against their personal
inclinations. The Troy (Ohio) News has condemned
partisan solicitation for political purposes by
managers in a local company (not United Airlines)."
"If you AGREE, please mark your proxy FOR this
resolution.
The Board of Directors unanimously recommends that
stockholders vote AGAINST this proposal.
The Corporation encourages its employees to participate as
individuals in the political process but makes no demands on
them in political matters. While various groups of employees
of the Corporation and subsidiaries maintain political action
committees, the Corporation does not engage in any of the
practices cited by Mrs. Davis in her proposed resolutions.
Further the Corporation's policies require it to comply
scrupulously with all applicable laws regarding political
contributions and donations and to refrain from providing any
corporate support for any political activity, except when and
where it is legally permissible to do so.
Since the Corporation does not engage in any of such
practices, the proposed resolution serves only as an ethics
affirmation. We believe such an affirmation may be confusing
and represents an inappropriate subject matter for a
resolution.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
AGAINST THE STOCKHOLDER PROPOSAL.
OTHER MATTERS
The Board of Directors knows of no other proposals to be
presented for consideration at the Meeting, but if other
matters do properly come before the Meeting, the persons named
in the proxy will vote the shares according to their best
judgment.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder proposal submitted for consideration at
the Annual Meeting of Stockholders to be held in 1996 must be
received by December 15, 1995, by the Secretary of the
Corporation, Francesca M. Maher, UAL Corporation, P.O. Box
66919, Chicago, Illinois 60666 and must otherwise comply with
rules promulgated by the Securities and Exchange Commission.
GENERAL
A copy of the Corporation's Annual Report for the year
ended December 31, 1994 has been mailed, under separate cover,
to each stockholder. Additional copies of the Annual Report
and of the Notice of Annual Meeting and Proxy Statement and
accompanying proxy may be obtained from Georgeson & Company,
Inc., Wall Street Plaza, New York, New York 10005 or from the
Secretary of the Corporation.
Proxies are being solicited by and on behalf of the Board.
All expenses of this solicitation including the cost of
preparing and mailing this Proxy Statement will be borne by the
Corporation. In addition to solicitation by use of the mails,
proxies may be solicited by directors, officers and employees
of the Corporation in person or by telephone, telegram or other
means of communication. Such directors, officers and employees
will not be additionally compensated, but may be reimbursed for
out-of-pocket expenses, in connection with such solicitation.
Arrangements will also be made with custodians, nominees and
fiduciaries for forwarding of proxy solicitation material to
beneficial owners of Common Stock and Voting Preferred Stock
held of record by such persons, and the Corporation may
reimburse such custodians, nominees and fiduciaries for
reasonable expenses incurred in connection therewith. To
assure the presence in person or by proxy of the largest number
of stockholders possible, the Corporation has engaged Georgeson
& Co. to solicit proxies on behalf of the Corporation. The
Corporation has agreed to pay such firm a proxy solicitation
fee not to exceed $10,000 and to reimburse such firm for its
reasonable out-of-pocket expenses.
In order to assure the presence of the necessary quorum at
the Meeting, please sign and mail the enclosed proxy promptly
in the envelope provided. No postage is required if mailed
within the United States. The signing of a proxy will not
prevent your attending the Meeting and voting in person, should
you so desire.
If you expect to attend the Meeting, please detach the
admission card attached to the proxy card before mailing and
bring the admission card to the Meeting.
By order of the Board of Directors,
Francesca M. Maher
Vice President - Law
and Corporate Secretary
April ___, 1995
YOUR VOTE IS IMPORTANT
Please mark, date and sign the accompanying proxy card and
return it in the envelope provided as promptly as possible so
that you will be represented at the Meeting whether or not you
expect to attend.
Exhibit A
UAL CORPORATION 1995 DIRECTORS PLAN
SECTION 1
General
1.1. Purpose, History and Effective Date. UAL Corporation
(the "Company") maintains the UAL Corporation 1992 Stock Plan
for Outside Directors (the "Prior Plan") which provides certain
benefits to non-employee directors of the Company. In order to
(i) encourage stock ownership by directors to further align
their interests with those of the stockholders of the Company,
while at the same time providing flexibility for directors who,
due to their individual circumstances, may be unable to take
stock in lieu of cash compensation, and (ii) add certain
deferral features for fees and stock awards, the Company has
authorized a variety of compensation alternatives, including
those set forth in the Prior Plan, that will be available to
Outside Directors under a new plan to be known as the UAL
Corporation 1995 Directors Plan (the "Plan"). The Plan shall be
effective immediately upon approval by the Board of Directors,
except that subsections 1.4, 1.5, 1.7, 1.8 and 4.2 and Sections
2 and 3 and all references to Stock Awards, Stock Deferrals and
the Company Stock Subaccount shall be effective on July 3, 1995,
but only if the Plan is approved by shareholders of the Company
(the "Effective Date") prior thereto. Upon the Effective Date
the Prior Plan shall be terminated (with prior stock deferrals
thereunder being treated as deferrals under subsection 4.2 of
the Plan); provided, however, that if shareholder approval is
not obtained at the next annual meeting of shareholders of the
Company, subsections 1.4, 1.5, 1.7, 1.8 and 4.2 and Sections 2
and 3 and all references to Stock Awards, Stock Deferrals and
the Company Stock Subaccount shall be deleted and the Plan shall
be restated accordingly, and the Prior Plan will continue in
effect in accordance with its terms.
1.2. Participation. Only Outside Directors shall be
eligible to participate in the Plan. As of any applicable date,
an "Outside Director" is a person who is serving as a director
of the Company who is not an employee of the Company or any
subsidiary of the Company as of that date.
1.3. Administration. The authority to manage and control
the operation and administration of the Plan shall be vested in
the Executive Committee of the Board (the "Committee"). Subject
to the limitations of the Plan, the Committee shall have the
sole and complete authority to:
(a) interpret the Plan and to adopt, amend and rescind
administrative guidelines and other rules and
regulations relating to the Plan;
(b) correct any defect or omission and to reconcile any
inconsistency in the Plan or in any payment made
hereunder; and
(c) to make all other determinations and to take all other
actions necessary or advisable for the implementation
and administration of the Plan.
The Committee's determinations on matters within its control
shall be conclusive and binding on the Company and all other
persons. Notwithstanding the foregoing, no member of the
Committee shall act with respect to the administration of the
Plan except to the extent consistent with the exempt status of
the Plan under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 16b-3").
1.4. Shares Subject to the Plan. Shares of stock which may
be distributed under the plan are shares of common stock of the
Company, par value $.01 per share ("Stock"). The shares of
Stock which shall be available for distribution pursuant to the
Plan shall be treasury shares (including, in the discretion of
the Company, shares purchased in the open market). The number
of shares of Stock to be distributed pursuant to Outside
Directors' elections to receive shares of Stock in lieu of
Eligible Cash Fees (as described in subsection 3.1) shall be
determined in accordance with Section 3. The number of shares
of Stock to be distributed pursuant to Outside Directors'
Deferral Elections (as described in Section 4) shall be
determined in accordance with Section 4. The number of shares
of Stock which are available for awards under Section 2 shall be
20,000; provided, however, that:
(a) in the event of any merger, consolidation,
reorganization, recapitalization, spinoff, stock
split, reverse stock split, rights offering, exchange
or other change in the corporate structure or
capitalization of the Company affecting the Stock, the
number and kind of shares of Stock available for
awards under Section 2 and the annual awards provided
thereunder shall be equitably adjusted in such manner
as the Committee shall determine in its sole judgment;
(b) in determining what adjustment, if any, is appropriate
pursuant to paragraph (a), the Committee may rely on
the advice of such experts as they deem appropriate,
including counsel, investment bankers and the
accountants of the Company; and
(c) no fractional shares shall be granted or authorized
pursuant to any adjustment pursuant to paragraph (a),
although cash payments may be authorized in lieu of
fractional shares that may otherwise result from such
an equitable adjustment.
1.5. Compliance with Applicable Laws. Notwithstanding any
other provision of the Plan, the Company shall have no
obligation to deliver any shares of Stock under the Plan unless
such delivery would comply with all applicable laws and the
applicable requirements of any securities exchange or similar
entity. Prior to the delivery of any shares of Stock under the
Plan, the Company may require a written statement that the
recipient is acquiring the shares for investment and not for the
purpose or with the intention of distributing the shares. If
the redistribution of shares is restricted pursuant to this
subsection 1.5, the certificates representing such shares may
bear a legend referring to such restrictions.
1.6. Director and Shareholder Status. The Plan will not
give any person the right to continue as a director of the
Company, or any right or claim to any benefits under the Plan
unless such right or claim has specifically accrued under the
terms of the Plan. Participation in the Plan shall not create
any rights in a director (or any other person) as a shareholder
of the Company until shares of Stock are registered in the name
of the director (or such other person).
1.7. Definition of Fair Market Value. The "Fair Market
Value" of a share of Stock on any date shall be equal to the
average of the high and low prices of a share of Stock reported
for New York Stock Exchange Composite Transactions for the
applicable date or, if there are no such reported trades for
such date, for the last previous date for which trades were
reported.
1.8. Source of Payments. Except for Stock actually
delivered pursuant to the Plan, the Plan constitutes only an
unfunded, unsecured promise of the Company to make payments or
awards to directors (or other persons) or deliver Stock in the
future in accordance with the terms of the Plan.
1.9. Nonassignment. Neither a director's nor any other
person's rights to payments or awards under the Plan are subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment by
creditors of the director.
1.10. Elections. Any notice or document required to be
filed with the Committee under the Plan will be properly filed
if delivered or mailed by registered mail, postage prepaid, to
the Committee, in care of the Company, at the Company's
principal executive offices. The Committee may, by advance
written notice to affected persons, revise such notice procedure
from time to time. Any notice required under the Plan may be
waived by the person entitled thereto.
SECTION 2
Formula Stock Awards
As of the first business day of January each year after the
Effective Date, each Outside Director shall be awarded 100
shares of Stock (the "Stock Award").
SECTION 3
Elections to Receive Stock in
Lieu of Eligible Cash Fees
3.1. Election to Receive Stock. Subject to the terms and
conditions of the Plan, each Outside Director may elect to
forego receipt of all or any portion of the Eligible Cash Fees
(as defined below) payable to him or her during 1995 following
the Effective Date (or payable during 1995 prior to the
Effective Date and subject to a Deferral Election made in
accordance with Section 4) and during any calendar year
thereafter and instead to receive whole shares of Stock of
equivalent value to the Eligible Cash Fees so foregone
(determined in accordance with subsection 3.3). An election
under this subsection 3.1 to have Eligible Cash Fees paid in
shares of Stock shall be valid only if it is in writing, signed
by the Outside Director, and filed with the Committee in
accordance with uniform and nondiscriminatory rules adopted by
the Committee but, in any event:
(a) at least six months prior to any date in 1995
following the Effective Date or subsequent years on
which such Eligible Cash Fees would otherwise be
payable; and
(b) prior to January 1, 1995 with respect to any
amounts payable during 1995 prior to the Effective
Date and deferred pursuant to a Deferral Election made
in accordance with Section 4.
For purposes of the Plan, the term "Eligible Cash Fees" means
the retainer fees, meeting fees, committee fees and committee
chair fees that would otherwise be payable to the Outside
Director by the Company in cash as established, from time to
time, by the Board or any committee thereof.
3.2. Revocation of Election to Receive Stock. Once
effective, an election pursuant to subsection 3.1 to receive
Stock shall remain in effect for successive calendar years until
it is revised or revoked. Any such revision or revocation shall
be in writing, signed by the Outside Director and filed with the
Committee and shall be effective for the calendar year next
following the date on which it is received by the Committee, or
such later date specified in such notice; provided, however,
that no revision or revocation shall be effective prior to six
months from the date it is made.
3.3. Equivalent Amount of Stock. The number of whole
shares of Stock to be distributed to any Outside Director, or
credited to his or her Deferred Compensation Account (as defined
in subsection 4.3) pursuant to a Deferral Election made in
accordance with Section 4, by reason of his or her election
pursuant to subsection 3.1 to receive Stock in lieu of Eligible
Cash Fees shall be equal to:
(a) the amount of the Eligible Cash Fees which the Outside
Director has elected to have paid to him or her in
shares of Stock or credited to his or her Company
Stock Subaccount (as defined in subsection 4.3);
DIVIDED BY
(b) the Fair Market Value of a share of Stock as of the
date on which such Eligible Cash Fees would otherwise
have been payable to the Outside Director.
The Fair Market Value of any fractional share shall be paid to
the Outside Director in cash; provided, however, that fractional
shares subject to a Deferral Election filed in accordance with
subsection 4.1 shall be deferred and credited to the Company
Stock Subaccount.
SECTION 4
Deferral Elections
4.1. Deferrals of Fees. Subject to the terms and
conditions of the Plan, each Outside Director, by filing a
written "Deferral Election" with the Committee in accordance
with uniform and nondiscriminatory rules adopted by the
Committee, may elect to defer the receipt of all or any portion
of the Eligible Cash Fees otherwise payable to him or her for a
calendar year commencing on or after January 1, 1995 (including
any Eligible Cash Fees that he or she has elected to receive in
Stock pursuant to Section 3) until a future date (the
"Distribution Date") specified by the Outside Director in his or
her Deferral Election as of which payment of his or her Deferred
Compensation Account attributable to amounts deferred pursuant
to his or her Deferral Election shall commence in accordance
with subsection 4.4; provided, however, that in no event shall
the Distribution Date elected pursuant to this subsection 4.1 be
different from the Distribution Date, if any, elected by the
Outside Director pursuant to subsection 4.2. If no Distribution
Date is specified in an Outside Director's Deferral Election or
has otherwise been elected by the Outside Director pursuant to
subsection 4.2, the Distribution Date shall be deemed to be the
first business day in January of the year following the date on
which the Outside Director ceases to be a director of the
Company for any reason. An Outside Director's Deferral Election
shall be effective with respect to Eligible Cash Fees (including
any Eligible Cash Fees that he or she has elected to receive in
Stock pursuant to Section 3) otherwise payable to him or her for
services rendered after the last day of the calendar year in
which such election is filed with the Committee; provided,
however, that:
(a) a Deferral Election which is filed within 30 days of
the date on which a director first becomes an Outside
Director shall be effective with respect to all
Eligible Cash Fees (including any Eligible Cash Fees
that he or she has elected to receive in Stock
pursuant to Section 3) otherwise payable to him or her
after the date of the Deferral Election; and
(b) by notice filed with the Committee in accordance with
uniform and nondiscriminatory rules established by it,
a director may terminate or modify any Deferral
Election as to Eligible Cash Fees payable for services
rendered after the last day of the calendar year in
which such notice is filed with the Committee;
provided, however, that no modification may be made to
the Distribution Date unless the Outside Director
shall file such notice with the Committee at least one
year prior thereto.
Notwithstanding the provisions of paragraph (b) next above, the
Committee may, in its sole discretion, after considering all of
the pertinent facts and circumstances, approve a change to the
Distribution Date which is requested by an Outside Director less
than one year prior thereto.
4.2. Deferral of Stock Awards. Subject to the terms and
conditions of the Plan, each Outside Director, by filing a
written "Stock Deferral Election" with the Committee in
accordance with uniform and nondiscriminatory rules adopted by
the Committee, may elect to defer the receipt of all or any
portion of the Stock Award which is otherwise to be made to him
or her for 1996 and subsequent years until the Distribution
Date; provided, however, that if no Distribution Date has been
elected (or is deemed to have been elected) pursuant to
subsection 4.1, the "Distribution Date" shall be the date
specified by the Outside Director in his or her Stock Deferral
Election or, if no such date is specified, the first business
day in January of the year following the date on which the
Outside Director ceases to be a director of the Company for any
reason. An Outside Director's Stock Deferral Election shall be
effective with respect to Stock Awards otherwise to be made to
him or her pursuant to Section 2 after the last day of the
calendar year in which such election is filed with the
Committee; provided, however, that by notice filed with the
Committee in accordance with uniform and nondiscriminatory rules
established by it, an Outside Director may terminate or modify
any Stock Deferral Election as to Stock Awards to be made after
the last day of the calendar year in which such notice is filed
with the Committee. No modification may be made to the Distribution
Date unless the Outside Director shall file such notice with the
Committee at least one year prior thereto. Notwithstanding the
provisions of this section, the Committee may, in its sole discretion,
after considering all of the pertinent facts and circumstances,
approve a change to the Distribution Date which is requested by an
Outside Director less than one year prior thereto.
4.3. Crediting and Adjustment of Deferred Amounts. The
amount of any Eligible Cash Fees (including any Eligible Cash
Fees that he or she has elected to receive in Stock pursuant to
Section 3) deferred pursuant to subsection 4.1 ("Deferred
Compensation") and the amount of any Stock Award deferred by an
Outside Director pursuant to a Stock Deferral Election ("Stock
Deferral") shall be credited to a bookkeeping account maintained
by the Company in the name of the Outside Director (the
"Deferred Compensation Account"), which account shall consist of
two subaccounts, one known as the "Cash Subaccount" and the
other as the "Company Stock Subaccount." Any Stock Deferrals
and Eligible Cash Fees that the Outside Director has elected to
receive in Stock pursuant to Section 3 and which he or she has
also elected to defer pursuant to subsection 4.1 shall be
credited to his or her Company Stock Subaccount. Any other
Deferred Compensation shall be credited to his or her Cash
Subaccount. An Outside Director's Deferred Compensation Account
shall be adjusted as follows:
(a) As of the first day of February, May, August and
November, and as of July 3, 1995 (which dates are
referred to herein as "Accounting Dates"), the Outside
Director's Cash Subaccount shall be adjusted as
follows:
(i) first, the amount of any distributions made
since the last preceding Accounting Date and
attributable to the Cash Subaccount shall be
charged to the Cash Subaccount;
(ii) next, the balance of the Cash Subaccount after
adjustment in accordance with subparagraph (i)
above shall be credited with interest for the
period since the last preceding Accounting Date
computed at the prime rate as reported by The
Wall Street Journal for the current Accounting
Date, or if such date is not a business day, for
the next preceding business day;
(iii) next, on the Accounting Date occurring on July
3, 1995, the balance in the Cash Subaccount
shall be charged with a distribution equal to
that portion of the balance in the Cash
Subaccount which is attributable to Eligible
Cash Fees payable prior to the Effective Date
which the Outside Director has elected to
receive in Stock pursuant to Section 3 and which
were credited to the Cash Subaccount pursuant to
the Outside Director's Deferral Election (as
adjusted in accordance with the terms of the
Plan through July 3, 1995); and
(iv) finally, after adjustment in accordance with the
foregoing provisions of this paragraph (a), the
Cash Subaccount shall be credited with the
portion of the Deferred Compensation otherwise
payable to the Outside Director since the last
preceding Accounting Date or, in the case of the
Accounting Date occurring on February 1, 1995,
subsequent to January 1, 1995, which is to be
credited to the Cash Subaccount.
(b) The Outside Director's Company Stock Subaccount shall
be adjusted as follows:
(i) as of the Effective Date, the Company Stock
Subaccount shall be credited with that number of
stock units ("Stock Units") which is equal to
the amount charged to the Cash Subaccount as of
that date pursuant to subparagraph (a) (iii)
next above, divided by the Fair Market Value of
a share of Stock as of the Effective Date;
(ii) as of any date on or after the Effective Date on
which Eligible Cash Fees would have been payable
to the Outside Director in Stock but for his or
her Deferral Election, the Company Stock
Subaccount shall be credited with a number of
Stock Units equal to the number of shares of
Stock (including any fractional shares) to which
he or she would have been entitled pursuant to
Section 3;
(iii) as of the date on which a Stock Award would be
made to the Outside Director pursuant to Section
2 but for his or her Stock Deferral Election,
the Company Stock Subaccount shall be credited
with a number of Stock Units equal to the number
of shares of Stock that would have been awarded
to the Outside Director as of such date but for
his or her Stock Deferral Election;
(iv) as of the date on which shares of Stock are
distributed to the Outside Director in
accordance with subsection 4.4 below, the
Company Stock Subaccount shall be charged with
an equal number of Stock Units; and
(v) as of the record date for any dividend paid on
Stock, the Company Stock Subaccount shall be
credited with that number of additional Stock
Units which is equal to the number obtained by
multiplying the number of Stock Units then
credited to the Company Stock Subaccount by the
amount of the cash dividend or the fair market
value (as determined by the Board of Directors)
of any dividend in kind payable on a share of
Stock, and dividing that product by the then
Fair Market Value of a share of Stock.
In the event of any merger, consolidation, reorganization,
recapitalization, spinoff, stock split, reverse stock split,
rights offering, exchange or other change in the corporate
structure or capitalization of the Company affecting the Stock,
each Outside Director's Company Stock Subaccount shall be
equitably adjusted in such manner as the Committee shall
determine in its sole judgment.
4.4. Payment of Deferred Compensation Account. Except as
otherwise provided in this subsection 4.4 or subsection 4.5, the
balances credited to the Cash Subaccount and Company Stock
Subaccount of an Outside Director's Deferred Compensation
Account shall each be payable to the Outside Director in 10
annual installments commencing as of the Distribution Date and
continuing on each annual anniversary thereof. Notwithstanding
the foregoing, an Outside Director may elect, by filing a notice
with the Committee at least one year prior to the Distribution
Date, to change the number of payments to a single payment or to
any number of annual payments not in excess of ten. Each such
payment shall include a cash portion, if applicable, and a Stock
portion, if applicable, as follows:
(a) The cash portion to be paid as of the Distribution
Date or any anniversary thereof and charged to the
Cash Subaccount shall be equal to the balance of the
Cash Subaccount multiplied by a fraction, the
numerator of which is one and the denominator of which
is the number of remaining payments to be made,
including such payment.
(b) The Stock portion to be paid as of the Distribution
Date or any anniversary thereof and charged to the
Company Stock Subaccount shall be distributed in whole
shares of Stock, the number of shares of which shall
be determined by rounding to the next lower integer
the product obtained by multiplying the number of
Stock Units then credited to the Outside Director's
Company Stock Subaccount by a fraction, the numerator
of which is one and the denominator of which is the
number of remaining payments to be made, including
such payment. The Fair Market Value of any fractional
share of Stock remaining after all Stock distributions
have been made to the Outside Director pursuant to
this paragraph (b) shall be paid to the Outside
Director in cash.
Notwithstanding the foregoing, the Committee, in its sole
discretion, may distribute all balances in any Deferred
Compensation Account to an Outside Director (or former Outside
Director) in a lump sum as of any date. Notwithstanding the
foregoing, the Committee, in its sole discretion, may distribute
all of an Outside Director's Share Unit Account to such Outside
Director (or former Outside Director) in a lump sum as of any
date or, if requested by an Outside Director who has elected to
receive a lump sum, the Committee, in its sole discretion, may
distribute all balances in any Deferred Compensation Account to
an Outside Director (or former Outside Director) in installments
satisfying this Section 4.4 as requested by the Outside Director
(or former Outside Director).
4.5. Payments in the Event of Death. If an Outside
Director dies before payment of his or her Deferred Compensation
Account commences, all amounts then credited to his or her
Deferred Compensation Account shall be distributed to his or her
Beneficiary (as described below), as soon as practicable after
his or her death, in a lump sum. If an Outside Director dies
after payment of his or her Deferred Compensation Account has
commenced but before the entire balance of such account has been
distributed, the remaining balance thereof shall be distributed
to his or her Beneficiary, as soon as practicable after his or
her death, in a lump sum. Any amounts in the Cash Subaccount
shall be distributed in cash and any amounts in the Stock
Subaccount shall be distributed in whole shares of Stock
determined in accordance with paragraph 4.4(b), and the Fair
Market Value of any fractional share of Stock shall be
distributed in cash. For purposes of the Plan, the Outside
Director's "Beneficiary" is the person or persons the Outside
Director designates, which designation shall be in writing,
signed by the Outside Director and filed with the Committee
prior to the Outside Director's death. A Beneficiary
designation shall be effective when filed with the Committee in
accordance with the preceding sentence. If more than one
Beneficiary has been designated, the balance in the Outside
Director's Deferred Compensation Account shall be distributed to
each such Beneficiary per capita (with cash distributed in lieu
of any fractional share of Stock). In the absence of a
Beneficiary designation or if no Beneficiary survives the
Outside Director, the Beneficiary shall be the Outside
Director's estate.
SECTION 5
Amendment and Termination
While the Company expects and intends to continue the Plan,
the Board of Directors of the Company reserves the right to, at
any time and in any way, amend, suspend or terminate the Plan;
provided, however, that no amendment, suspension or termination
shall:
(a) be made without shareholder approval to the extent
such approval is required by law, agreement or the
rules of any exchange or automated quotation system
upon which the Stock is listed or quoted;
(b) except as provided in subsection 4.4 (relating to lump
sum payments of amounts held in an Outside Director's
Deferred Compensation Account) or this Section 5,
materially alter or impair the rights of an Outside
Director under the Plan without the consent of the
Outside Director with respect to rights already
accrued hereunder;
(c) amend the provisions of Section 2 or 3 more frequently
than once in any six-month period except to comport
with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder; or
(d) make any change that would disqualify the Plan or any
other plan of the Company intended to be so qualified
from the exemption provided by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended.
Exhibit B
PROPOSED CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION
OF UAL CORPORATION
UAL CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware, DOES HEREBY CERTIFY:
FIRST: That as of March 9, 1995, the Board of
Directors of the Corporation adopted resolutions proposing and
declaring advisable that the Restated Certificate of
Incorporation of this Corporation (the "Restated Certificate")
be amended as follows:
(A) that Article FIFTH, Subsection 1.26, of the
Restated Certificate be amended to be and read as follows:
1.26 "Common Equity" means, in the aggregate and without
double-counting:
(a) the Common Stock outstanding at the time
in question that satisfies any one or
more of the following clauses (i)
through (vi):
(i) that was issued upon conversion of
ESOP Convertible Preferred Stock or
Voting Stock (other than Common
Stock);
(ii) that was issued upon
conversion of the Series A Preferred
Stock or any Pre-Closing Covered
Convertible;
(iii) that was issued upon
exercise of any Pre-Closing Covered
Option;
(iv) that constitutes Permitted
Bankruptcy Equity or was issued
upon conversion, exercise or
exchange of any Permitted
Bankruptcy Equity;
(v) that was outstanding
immediately prior to the close of
business on the Measuring Date (as
defined in the Recapitalization
Agreement), other than as a result
of an issuance initially approved
after the Effective Time; or
(vi) that was issued in a
transaction described in Part II,
Section 6.4(a) (i), (ii) or (iii),
of Article FOURTH of this Restated
Certificate in respect of the number
of shares of Common Stock that at
the time of such transaction were
included in the definition of Common
Equity;
(b) the Common Stock issuable upon
conversion of ESOP Convertible Preferred
Stock or Voting Stock (other than Common
Stock) outstanding at the time in
question;
(c) the Common Stock issuable upon
conversion of any Series A Preferred
Stock or Pre-Closing Covered Convertible
outstanding at the time in question;
(d) the Common Stock issuable upon
conversion, exercise or exchange of any
Permitted Bankruptcy Equity outstanding
at the time in question; and
(e) the Common Stock issuable upon exercise
of any Pre-Closing Covered Option
outstanding at the time in question.
For purposes of the foregoing, if the Corporation reacquires any
shares of outstanding Common Stock at a time that shares of
Common Stock not included in the definition of Common Equity are
outstanding, the Corporation shall make an assessment as to
whether or not the shares so reacquired are included in the
definition of Common Equity. If the Corporation cannot
conclusively establish whether or not the shares so reacquired
are included in the definition of Common Equity, then the number
of outstanding shares of Common Stock included in the definition
of Common Equity pursuant to clause (a) above shall be deemed
reduced as a result of such reacquisition by the number
determined by multiplying the number of shares of Common Stock
so reacquired by a fraction, the numerator of which is the
number of shares of Common Stock included in the definition of
Common Equity outstanding immediately prior to the reacquisition
and the denominator of which is the aggregate number of shares
of Common Stock outstanding immediately prior to the
reacquisition.
(B) that Article FIFTH, Section 1, of the Restated
Certificate be amended to add the following new Subsections
1.58.1, 1.58.2 and 1.66.1 in their respective numerical order:
1.58.1 "Pre-Closing Covered Convertible" means any
Convertible Company Securities (as defined in Section
1.8 of the Recapitalization Agreement), other than the
Series A Preferred Stock, outstanding immediately
prior to the Effective Time with a conversion price
equal to or less than the Old Share Equivalent Price
(as defined in Section 1.10 of the Recapitalization
Agreement).
1.58.2 "Pre-Closing Covered Option" means any
employee stock option granted under any employee stock
option or compensation plan or arrangement of the
Corporation outstanding immediately prior to the
Effective Time with an exercise price of less than the
Old Share Equivalent Price (as defined in Section 1.10
of the Recapitalization Agreement).
1.66.1 "Series A Preferred Stock" means the series of
Serial Preferred Stock of the Corporation, without par
value, designated Series A Convertible Preferred Stock
in Article FOURTH, Part I.A, of this Restated
Certificate.
(C) that Article FIFTH, Subsection 1.72, of the
Restated Certificate be amended to be and read as follows:
"Termination Date" means, except as
otherwise provided in this Restated Certificate,
the date on which (a) the Common Equity held in
the ESOPs, the Existing Plans or in any other
employee trusts or pension, retirement or other
employee benefit plans sponsored by the
Corporation or any of its Subsidiaries for the
benefit of its employees as of the close of
business on such date, plus (b) the number of
Available Unissued ESOP Shares, plus, but without
double-counting (c) the number of other shares of
Common Stock that are held in the ESOPs, the
Existing Plans or in any other employee trusts or
pension, retirement or other employee benefit
plans sponsored by the Corporation or any of its
Subsidiaries for the benefit of its employees as
of the close of business on such date and that
were acquired (i) in open market transactions or
(ii) in privately negotiated transactions from a
person other than the Corporation or one or more
Subsidiaries, represent, in the aggregate, less
than 20% of (x) the Common Equity of the
Corporation plus (y) the number of Available
Unissued ESOP Shares.
(D) that Article FIFTH, Section 4.1.1, of the
Restated Certificate be amended to be and read as follows:
4.1.1 Audit Committee. The Audit Committee shall consist
of the four Independent Directors and the three Outside Public
Directors or such fewer number of such Directors (in as nearly
as practicable that same proportion of Independent Directors and
Outside Public Directors) as shall qualify for audit committee
membership under applicable rules of the securities exchanges or
other similar trading market on which the Common Stock is
traded. The function of the Audit Committee shall be (a) to
review the professional services and independence of the
Corporation's independent auditors and the scope of the annual
external audit as recommended by the independent auditors, (b)
to ensure that the scope of the annual external audit is
sufficiently comprehensive, (c) to review, in consultation with
the independent auditors and the internal auditors, the plan and
results of the annual external audit, the adequacy of the
Corporation's internal control systems, and the results of the
Corporation's internal audits, (d) to review, with management
and the independent auditors, the Corporation's annual financial
statements, financial reporting practices and the results of
each external audit, (e) to review the Corporation's cash
management, risk management, investment management and foreign
exchange management policies, and (f) to undertake reasonably
related activities to those set forth in clauses (a) through (e)
of this Subsection 4.1.1. The Audit Committee shall also have
the authority to consider the qualification of the Corporation's
independent auditors, to make recommendations to the Board as to
their selection and to review and resolve disputes between such
independent auditors and management relating to the preparation
of the annual financial statements.
(E) that Article FIFTH, Subsection 4.1.3, of the
Restated Certificate be amended to be and read as follows:
Compensation Committee. The Compensation Committee
shall consist of seven Directors, including two Independent
Directors, two Public Directors and the three Employee
Directors. Of the two Public Directors, one shall be an
Outside Public Director appointed by the Outside Public
Director Nomination Committee, and one shall be the Chief
Executive Officer, if the Chief Executive Officer is a
Public Director. The two Independent Director members
shall be appointed by the Independent Director Nomination
Committee, which appointment shall require the affirmative
vote of all of the votes entitled to be cast by the
Independent Directors. At all meetings of the Compensation
Committee, the presence of Directors entitled to cast at
least a majority of the aggregate number of votes entitled
to be cast by all Directors on such committee, including,
unless otherwise consented to by all Employee Directors,
the presence of at least one Independent Director, shall be
required to constitute a quorum for the transaction of
business. The principal functions of the Compensation
Committee shall be (a) to review and recommend to the Board
the compensation and benefit policies to be established for
the officers of the Corporation, (b) to review and approve
the individual compensation and benefit arrangements for
the officers of the Corporation, except as provided in
Subsection 4.1.4, (c) to review general policy matters
relating to compensation and benefit arrangements of non-
union employees of the Corporation, (d) to administer the
stock option plans and executive compensation programs of
the Corporation, including bonus and incentive plans
applicable to officers and key employees of the
Corporation, except as provided in Subsection 4.1.4, and
(e) to undertake administrative activities reasonably
related to the functions set forth in clauses (a) through
(d) of this sentence. Subject to final approval by the
Compensation Committee in accordance with Subsection 4.1.4,
the Compensation Committee may delegate to the Compensation
Administration Committee specific responsibilities with
respect to the Chief Executive Officer's compensation.
(F) that the proviso to the fourth sentence of Article
FIFTH, Subsection 4.1.4, of the Restated Certificate be amended
to be and read as follows:
provided, however, that in order for any
action of the Compensation Administration
Committee to be effective, such action must also
be approved by the Compensation Committee (unless
such approval could reasonably be expected to
prevent a stock option, restricted stock, other
equity incentive plan or other executive
compensation program (or a component thereof)
that is intended to qualify under Rule 16b-3 (or
any successor provision) or to qualify for an
exception under Section 162(m) (or any successor
provision) from receiving the benefits of Rule
16b-3 or qualifying for such exception,
respectively).
(G) that the fourth sentence of Article FIFTH,
Subsection 4.1.5, of the Restated Certificate be amended by
inserting the phrase ", unless otherwise consented to by all
Employee Directors who are members of the Executive Committee,"
between "including" and "the presence."
(H) that Article FIFTH, Subsection 4.1.7, of the Restated
Certificate be amended to add the following new sentence at the
end of such Subsection:
Notwithstanding the foregoing, by
resolutions approved by both the Labor Committee
and the Board (which vote must include the
affirmative vote of at least 80% of the votes
entitled to be cast by the entire Board, all
Outside Public Directors and at least one Union
Director) the officers of the Corporation or the
applicable Subsidiary may be authorized to
approve such modifications or amendments, or such
Collective Bargaining Agreements with any labor
union representing in the aggregate not more than
100 of the Corporations' or any of its
Subsidiaries' employees based in the United
States, in each case of the type or types
provided for in such resolutions and which are
determined pursuant to such resolutions not to be
material to the Corporation and its Subsidiaries.
(I) that Article FIFTH, Subsection 4.1.10, of the
Restated Certificate be amended to add the following new
sentence at the end of such Subsection:
Until the Termination Date, the Board, by
resolution passed as aforesaid, may also delegate
to the CAP Committee and the Compensation
Committee, or any of them, such other power and
authority as could have been delegated to an
Other Board Committee.
(J) that the proviso to the first sentence of Article
FIFTH, Subsection 4.1.12, be amended by inserting the phrase ",
unless otherwise consented to by all Employee Directors who are
members of such Other Board Committee," between "Other Board
Committee," the first time such phrase appears in such proviso
and "if less than all".
SECOND: That the foregoing amendments have been duly
adopted in accordance with the provisions of Section 242 of the
Delaware General Corporation Law by the affirmative vote of a
majority of the shares of stock of the Corporation entitled to
vote thereon at the annual meeting of stockholders held on May
18, 1995, voting together as a single class.
IN WITNESS WHEREOF, UAL Corporation has caused this
Certificate to be signed and attested by the Corporation's duly
authorized officers this ____ day of ___________________, 1995.
UAL CORPORATION
By: _________________________________
Print Name: _________________________
Title: _______________________________
ATTEST:
By: __________________________________
Print Name: __________________________
Title: ________________________________
UAL Corporation
This Proxy is Solicited on Behalf of
the Board of Directors of UAL Corporation
The undersigned, having received the Notice of Meeting and Proxy
Statement, hereby appoints Gerald Greenwald, John F.
McGillicuddy and James J. O'Connor, and each of them, as proxies
with full power of substitution, for and in the name of the
undersigned, to vote all shares of Common Stock of UAL
Corporation owned of record by the undersigned on the matters
listed on the reverse side hereof and, in their discretion, on
such other matters as may properly come before the Meeting of
Stockholders to be held at the Westin Bonaventure Hotel, 404 S.
Figueroa Street, Los Angeles, California on May 18, 1995, at
10:00 a.m., local time, and any adjournments or postponements
thereof, unless otherwise specified herein.
You are encouraged to specify your choices
by marking the appropriate boxes (SEE SEE REVERSE
REVERSE SIDE), but you need not mark any boxes SIDE
if you wish to vote in accordance with the
Board of Directors' recommendations. The
proxies cannot vote your shares unless you
sign and return this card.
ELECTION OF PUBLIC DIRECTORS
Nominees for Election as Public Directors:
John A. Edwardson, Gerald Greenwald, John F. McGillicuddy,
James J. O'Connor and Paul E. Tierney.
If you plan to attend the Meeting of Stockholders in person,
please mark the appropriate box on the reverse side of this card.
- - -------------------------------------------------------------------------
FOLD AND DETACH HERE
Serving more than 300 cities
on five continents around the world.
Come Fly Our Friendly Skies.
(United Air Lines logo)
X Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner
directed herein. If no direction is made, this proxy will be
voted "FOR" all of the Board of Directors' nominees for Public
Director, "FOR" Proposals 2, 3 and 4, and "AGAINST" Proposal 5.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
The Board of Directors recommends a vote The Board of Directors
FOR Proposals 1, 2, 3 and 4. recommends a vote AGAINST
Proposal 5.
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of 3. Approval 5. Proposal
five Public of Amend- on political
Directors ments to non-partisanship
(See reverse the Restated
side for list Certificate
of nominees). of Incorporation.
For, except vote
withheld from the FOR AGAINST ABSTAIN
following nominee(s):
_____________________ 4. Ratification Do you plan to YES NO
of the selection attend the
FOR AGAINST ABSTAIN of Arthur Meeting of
Andersen LLP Stockholders
2. Approval of as the indepen- in person?
UAL Corpora- dent accountants.
tion 1995
Directors Plan.
SIGNATURE(S)___________________________________ DATE__________, 1995
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. The signer
hereby revokes all proxies heretofore given by the signer to
vote at said Meeting or any adjournments or postponements
thereof. It is important that your shares are represented at
this Meeting, whether or not you attend the Meeting in person.
To make sure your shares are represented, we urge you to
complete and mail this proxy card.
- - ------------------------------------------------------------------
FOLD AND DETACH HERE
Admission ticket
Meeting of Stockholders
of UAL Corporation
May 18, 1995
10:00 a.m.
California Ballroom
Westin Bonaventure Hotel
404 S. Figueroa Street
Los Angeles, California
You must present this ticket to the UAL Corporation representative at
the entrance to the California Ballroom to be admitted to the Meeting
of Stockholders.
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If you plan to attend the Meeting of Stockholders,
please mark the appropriate box on the proxy card above.
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