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: November 13, 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 a press release dated November 13, 1995 as Exhibit 99.1 which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description 99.1 Press Release 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: November 13, 1995 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release
Exhibit 99.1 FOR IMMEDIATE RELEASE UAL CORPORATION CEASES ACQUISITION TALKS WITH USAIR CHICAGO, November 13, 1995 -- UAL Corporation today announced it has ceased exploratory discussions with USAir about the possibility of acquiring that carrier and folding its routes and operations into those of United Airlines. "Although our confidentiality agreement with USAir prevents us from disclosing the details of today's decision, I can say that based on our assessment, we did not believe a transaction that met our requirements was achievable," said Gerald Greenwald, chairman and chief executive officer of UAL Corporation and its subsidiary, United Airlines. "While our study confirmed a transaction would have significant revenue benefits from increased customer choice, we were disappointed we were unable to satisfy all of the criteria we set for a potential transaction," he added. The decision was made at UAL's board of directors meeting today and followed a careful, month-and-a-half-long examination of all factors, as well as consultations with United's employees and USAir management and employees. Greenwald said UAL was guided by four basic principles in deciding whether to pursue a transaction. First, prospects for UAL's stockholder value must be substantially higher than current expectations. Second, UAL must remain on course to earn an "investment grade" credit rating. Third, the acquisition and its terms must be supported by United's employee owners. And fourth, the employee-ownership percentage must be maintained. Greenwald also said that in the months ahead, UAL will continue to evaluate all strategic business initiatives to accelerate progress towards achieving the company's goal of becoming the global airline of choice.