Filed
Pursuant to Rule 424(b)(7)
Registration No. 333-142297 and 333-142297-01
Registration No. 333-142297 and 333-142297-01
PROSPECTUS
SUPPLEMENT NO. 1
TO PROSPECTUS DATED APRIL 23, 2007
TO PROSPECTUS DATED APRIL 23, 2007
UAL CORPORATION
$726,000,000
4.50% SENIOR LIMITED-SUBORDINATION CONVERTIBLE NOTES DUE
2021,
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THE NOTES OR IN PAYMENT OF ACCRUED INTEREST ON THE
NOTES
AND RELATED GUARANTEE BY UNITED AIR LINES, INC.
This prospectus supplement No. 1 supplements the prospectus
dated April 23, 2007 relating to the resale by selling
securityholders of up to $726,000,000 aggregate principal amount
of 4.50% Senior Limited-Subordination Convertible Notes due
2021 (the “notes”) and the shares of common stock of
UAL Corporation (“UAL”) issuable upon conversion of
the notes or in payment of accrued interest on the notes. The
notes are guaranteed on an unsecured basis by United Air Lines,
Inc., a wholly-owned subsidiary of UAL.
This prospectus supplement should be read in conjunction with
the prospectus dated April 23, 2007, which is to be
delivered with this prospectus supplement, and this prospectus
supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement
supersedes the information contained in the prospectus. This
prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus,
including any amendments or supplements thereto.
Investing in the notes and UAL common stock involves risks.
See “Risk Factors” beginning on page 7 of the
prospectus dated April 23, 2007.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or
prospectus dated April 23, 2007 is truthful or complete.
Any representation to the contrary is a criminal offense.
The information appearing under the heading of the prospectus
entitled “Selling Securityholders” sets forth
information with respect to the selling securityholders and the
respective amounts of notes beneficially owned by each selling
securityholder that may be offered pursuant to the prospectus.
The information set forth below supplements the information
previously listed in the prospectus and the prospectus is hereby
supplemented by the addition or substitution, as applicable, of
the following:
|
Principal Amount of |
Shares of UAL |
|||||||||||||||
|
Notes Beneficially |
Percentage of |
Shares of UAL |
Common Stock |
|||||||||||||
|
Owned and Offered |
Notes |
Common Stock |
Beneficially Owned |
|||||||||||||
|
Selling Securityholder
|
Hereby(a) | Outstanding | Offered Hereby(b) | After the Offering(c) | ||||||||||||
|
Aristeria International Limited
|
25,695,000 | 3.5 | % | 737,536 | — | |||||||||||
|
Aristeria Partners LP
|
4,305,000 | * | 123,568 | — | ||||||||||||
|
DBAG London
|
1,000,000 | * | 28,703 | — | ||||||||||||
|
Goldman, Sachs & Co.
|
13,536,000 | 1.9 | % | 388,530 | — | |||||||||||
|
UBS O’Connor F/B/O:
O’Connor Global Convertible Arbitrage Master Limited
|
18,862,000 | 2.6 | % | 541,405 | — | |||||||||||
|
UBS O’Connor F/B/O:
O’Connor Global Convertible Arbitrage II
Master Limited
|
3,638,000 | * | 104,423 | — | ||||||||||||
|
Total
|
$67,036,000 | 9.2 | % | 1,924,165 | — | |||||||||||
| * | Less than 1%. | |
| (a) | Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in prospectus supplements or amendments from time to time, if required. | |
| (b) | Assumes conversion of all of the selling securityholder’s notes at a conversion rate of 28.7035 shares of UAL common stock per $1,000 principal amount of the notes and a cash payment in lieu of any fractional shares. This conversion rate is subject to adjustment as described under “Description of the Notes — Conversion Rights” in the prospectus. Accordingly, the number of shares of UAL common stock may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the notes. | |
| (c) | Reflects the number of shares of UAL common stock beneficially owned prior to the offering (excluding shares of common stock issuable upon conversion of the notes). |
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 3,
2007.