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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 27, 1995
(Date of earliest event reported)
UAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6033 36-2675207
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1200 Algonquin Road, Elk Grove Township, Illinois 60007
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 952-4000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
UAL Corporation (the "Company") is filing herewith the
Certificate of Amendment of the Restated Certificate of
Incorporation of the Company as filed on May 25, 1995 with the
Secretary of State of the State of Delaware, as Exhibit 3.1 which
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
3.1 Certificate of Amendment of the Restated
Certificate of Incorporation of UAL Corporation
as filed in Delaware on May 25, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
UAL CORPORATION
By: /s/ Douglas A. Hacker
Name: Douglas A. Hacker
Title: Senior Vice President -
Finance
Dated: June 27, 1995
EXHIBIT INDEX
Exhibit
Number Description
3.1 Certificate of Amendment of the Restated
Certificate of Incorporation of UAL Corporation
as filed in Delaware on May 25, 1995.
Exhibit 3.1
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 plan,
restricted stock plan, 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 officer this 23rd day of May, 1995.
UAL CORPORATION
By: /s/ Francesca M. Maher
Name: Francesca M. Maher
Title: Vice President - Law and
Corporate Secretary
ATTEST:
By: /s/ Francesca M. Maher
Name: Francesca M. Maher
Title: Vice President - Law and
Corporate Secretary