As filed with the Securities and Exchange Commission on August 20, 2002
                                                                                                             Registration No. 333-_________
 
 

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549
 
 
 
 
 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 

UAL CORPORATION

(Exact name of registrant as specified in its charter)

 
 
 
 
 

Delaware	36-2675207
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 
 
 

1200 East Algonquin Road, Elk Grove Township, Illinois  60007

(Address of Principal Executive Offices; Zip Code)
 
 
 
 

United Air Lines, Inc. Flight Attendant

Employees' 401(k) Retirement Savings Plan

(Full title of the plan)
 
 
 
 

Francesca M. Maher, Esq.

Senior Vice President, General Counsel and Secretary

UAL Corporation

P. O. Box 66919

Chicago, Illinois 60666

(847) 700-4000

(Name, address and telephone number, including area code, of agent for service)
 
 

Calculation of Registration Fee

 

Title of securities to be registered Common Stock, par value $.01 per share

Amount to be registered  1,000,000 shares

Proposed maximum  offering price per unit     $ 2.46 (1)

Proposed maximum  aggregate offering price    $ 2,460,000.00

Amount of  registration fee  $ 226.32 (1)

 

(1) Under Rules 457(c) and 457(h), the registration fee was calculated based on the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on August 15, 2002.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
 
 
 
  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Each of UAL Corporation (the "Company") and the United Air Lines, Inc. Flight Attendant Employees' 401(k) Retirement Savings Plan (the "Plan")  hereby incorporates by reference in this registration statement (the "Registration Statement"), the following documents filed with the Securities and Exchange Commission (the "Commission") by the Company pursuant to the Securities Exchange Act of 1934, as amended:

       (1)  The Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-6033);

       (2)  The Plan's Annual Report on Form 11-K for the fiscal year ended November 30, 2001 and Form 11-K for December 1, 2001 through December 31, 2001;

       (3)  The Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002;

       (4)  The Company's Current Reports on Form 8-K for January 31, 2002, February 7, 2002, March 26, 2002, April 18, 2002, May 2, 2002, June 7, 2002, June 20, 2002, June 24, 2002,  June 27, 2002, July 18, 2002, and August 14, 2002 and Form 8-K/A for June 3, 2002;

       (5)  A description of the Company's Common Stock as contained in the Company's Form 8-A dated July 5, 1994, as amended by each of the Company's Form 8-A/A (Amendment No. 1) dated July 12, 1994, and Form 8-A/A (Amendment No. 2) dated June 26, 1995 and filed with the Commission on June 27, 1995, and in the Company's Form 8-K dated June 27, 1995; and

       (6)  Previously filed Form S-8 and post effective Amendment No. 1 to Form S-8 Registration Statement (File No. 33-44553), Form S-8 Registration Statement (File No. 33-62749), Form S-8 Registration Statement (File No. 333-52249) and Form S-8 Registration Statement (File No. 333-63179).

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein by the Company and the Plan and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

       Not Applicable.

Item 5. Interests of Named Experts and Counsel.

       Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Information Incorporated By Reference.  See Form S-8 Registration Statement (File No. 333-63179).

Item 7. Exemption From Registration Claimed.

       Not Applicable.

Item 8. Exhibits.

       The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

       Registrant undertakes to have the Plan, as amended, submitted to the Internal Revenue Service in a timely manner and to make all changes required by the Internal Revenue Service in order to maintain the qualification of the Plan under Section 401 of the Internal Revenue Code of 1986.

Item 9. Undertakings.

       The undersigned registrant hereby undertakes:

    (a)(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

          (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

       (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

       (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Elk Grove Township, Illinois, on this 20th day of August, 2002.
 
 

UAL CORPORATION

By:   /s/ Frederic F. Brace

Name: Frederic F. Brace

Title:  Executive Vice President and

Chief Financial Officer

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints John W. Creighton, Jr. and Frederic F. Brace, and each of them, the true and lawful attorneys-in-fact and agents for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may have done, or may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
 
 
 

Signature

Title

Date

 
 

/s/ John W. Creighton		Chairman and Chief	August 20, 2002
John W. Creighton		Executive Officer (principal executive officer)

 
 

/s/ Rono J. Dutta		President	August 9, 2002
Rono J. Dutta		and Director

 
 

/s/ Frederic F. Brace		Executive Vice President and	August 20, 2002
Frederic F. Brace		Chief Financial Officer (principal financial officer and principal accounting officer)

 
 
 
 
 

Signature

Title

Date

 
 

/s/ Stephen R. Canale	Director	August 11, 2002
Stephen R. Canale

 
 

/s/ W. James Farrell	Director	August 9, 2002
W. James Farrell

 
 

/s/ W. Douglas Ford	Director	August 20, 2002
W. Douglas Ford

 
 

/s/ Richard D. McCormick	Director	August 20, 2002
Richard D. McCormick

 
 

/s/ James J. O'Connor	Director	August 20, 2002
James J. O'Connor

 
 

/s/ Hazel R. O'Leary	Director	August 20, 2002
Hazel R. O'Leary

 
 

/s/ Paul E. Tierney, Jr.	Director	August 20, 2002
Paul E. Tierney, Jr.

 
 

/s/ John K. Van de Kamp	Director	August 9, 2002
John K. Van de Kamp

 
 

/s/ John H. Walker	Director	August 20, 2002
John H. Walker

 
 

/s/ Paul R. Whiteford, Jr.	Director	August 12, 2002
Paul R. Whiteford, Jr.

 
 
 
 

           Pursuant to the requirements of the Securities Act of 1993, United Air Lines, Inc. Pension and Welfare Plans Administration Committee, the administrator of the Plan, has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Elk Grove Township, Illinois, on this 20th day of August, 2002.
 
 
 
 

PENSION AND WELFARE PLANS

ADMINISTRATION COMMITTEE

By:  /s/ Frederic F. Brace

Name:  Frederic F. Brace

Title:   Chairman

 
 
 
 

EXHIBIT INDEX
Exhibit No.	Description
23	Notice Regarding Consent of Arthur Andersen LLP
24	Power of Attorney (included on the signature page of the Registration Statement)

 
 
 
 

Notice Regarding Consent of Arthur Andersen LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities Act"), provides that if part of a registration statement at the time it becomes effective contains an untrue statement of a material fact, or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement.

On April 30, 2002, the United Air Lines, Inc. Flight Attendant Employees' 401(k) Retirement Savings Plan (the "Plan") dismissed Arthur Andersen LLP ("Andersen") as their independent auditors, effective June 1, 2002.  The Plan also engaged Deloitte & Touche LLP to serve as the Plan's independent public accountants.  Our statement of net assets available for Plan benefits and the related statement of changes in Plan benefits as of and for the year ended December 31, 2001 incorporated by reference in this registration statement have been audited by Andersen as stated in their report dated March 6, 2002, which is incorporated by reference herein.  After reasonable efforts, we have been unable to obtain Andersen's consent to the incorporation by reference into this registration statement.

Under these circumstances, Rule 437a under the Securities Act permits the Plan to file this registration statement, without a written consent from Andersen.  The absence of such consent may limit recovery by investors on certain claims.  In particular, and without limitation, investors may not be able to assert claims against Andersen under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Andersen or any omissions of a material fact required to be stated therein.  Accordingly, you would be unable to assert a claim against Andersen under Section 11(a) of the Securities Act because it has not consented to the incorporation by reference of its previously issued report into this registration statement.