Filed Pursuant to
Rule 424(b)(7)
Registration
No. 333-142297
PROSPECTUS SUPPLEMENT
NO. 4
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. 4 supplements the prospectus
dated April 23, 2007 (including any amendments or
supplements thereto, the “prospectus”) 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, 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.
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 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) | ||||||||||||
|
Fidelity Devonshire Trust: Fidelity
Equity-Income
Fund(d)
|
$ | 21,090,000 | 2.9 | % | 605,356 | — | ||||||||||
|
Fidelity Financial Trust: Fidelity
Convertible Securities
Fund(d)
|
10,500,000 | 1.4 | % | 301,386 | — | |||||||||||
|
Variable Insurance Products Fund:
Equity-Income
Portfolio(d)
|
8,680,000 | 1.2 | % | 249,146 | — | |||||||||||
|
Fidelity Puritan Trust: Fidelity
Puritan
Fund(d)
|
7,730,000 | 1.1 | % | 221,878 | — | |||||||||||
|
Fidelity Advisor Series II:
Fidelity Advisor High Income Advantage
Fund(d)
|
5,200,000 | * | 149,258 | — | ||||||||||||
|
Fidelity Financial Trust: Fidelity
Strategic Dividend and Income
Fund(d)
|
2,000,000 | * | 57,407 | 19,200 | ||||||||||||
|
Pension Investment Committee of
General Motors for General Motors Employees Domestic Group
Pension
Trust(e)
|
1,800,000 | * | 51,666 | — | ||||||||||||
|
Fidelity Large Cap Value
Fund(e)
|
120,000 | * | 3,444 | — | ||||||||||||
|
J.P. Morgan Securities Inc.
|
5,935,000 | * | 170,355 | — | ||||||||||||
|
Total
|
$ | 63,055,000 | 8.7 | % | 1,809,896 | 19,200 | ||||||||||
| * | 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). | |
| (d) | The entity is either an investment company or a portfolio of an investment company registered under Section 8 of the Investment Company Act of 1940, as amended, or a private investment account advised by Fidelity Management & Research Company (“FMR Co.”). FMR Co. is a Massachusetts corporation and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, as amended, and provides investment advisory services to each of such Fidelity entities identified above, and to other registered investment companies and to certain other funds which are generally offered to a limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR Corp. (“FMR”), a Delaware corporation. The holdings are as of August 7, 2007. | |
| (e) | Shares indicated as owned by such entity are owned directly by various private investment accounts, primarily employee benefit plans for which Fidelity Management Trust Company (“FMTC”) serves as trustee or managing agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. |
The date of this prospectus
supplement is August 14, 2007.