SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
UAL
Corporation
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
902549807
(CUSIP
Number)
July
22, 2008
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934
("Act") or otherwise subject to the liabilities of that section of the
Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 902549807
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
6,864,405
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
6,864,405
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,864,405
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
5.4%
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No. 902549807
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
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6.
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Shared
Voting Power
6,864,405
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|||||
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7.
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Sole
Dispositive Power
-0-
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|||||
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8.
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Shared
Dispositive Power
6,864,405
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
6,864,405
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
5.4%
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer
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UAL
Corporation
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(b)
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Address
of Issuer's Principal Executive Offices
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77
W. Wacker Drive
Chicago,
Illinois
60601
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Item
2.
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(a)
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Name
of Person Filing
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D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none,
Residence
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship
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D.
E. Shaw & Co., L.P. is a limited partnership organized under the
laws of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities
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Common
Stock, $0.01 par
value
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(e)
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CUSIP
Number
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902549807
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| Item 3. |
If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
Applicable
| Item 4. |
Ownership
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As
of July 29, 2008:
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(a)
Amount beneficially owned:
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D.
E. Shaw & Co., L.P.:
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6,864,405
shares
This
is composed of (i) 2,491,308
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C.,
(ii) 1,253,300 shares that
D. E. Shaw Valence
Portfolios, L.L.C. has the
right to acquire through the
exercise of listed
call options, (iii) 3,110,701
shares in the name of D. E. Shaw Oculus
Portfolios, L.L.C., (iv) 3,396
shares in the name of D. E. Shaw Synoptic
Portfolios 2, L.L.C., and (v)
5,700 shares under the management
of D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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6,864,405
shares
This
is composed of (i) 2,491,308
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C., (ii)
1,253,300 shares that D. E. Shaw
Valence
Portfolios, L.L.C. has the right
to acquire through the exercise
of listed
call options, (iii) 3,110,701
shares in the name of D. E. Shaw
Oculus
Portfolios, L.L.C., (iv) 3,396
shares in the name of D. E. Shaw
Synoptic
Portfolios 2, L.L.C., and (v)
5,700 shares under the management
of D. E. Shaw Investment Management,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw & Co., L.P.:
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5.4%
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David
E. Shaw:
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5.4%
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(c)
Number of shares to which the person has:
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(i)
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Sole
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii)
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Shared
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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6,864,405
shares
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David
E. Shaw:
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6,864,405
shares
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(iii)
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Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv)
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Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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6,864,405
shares
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David
E. Shaw:
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6,864,405
shares
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David
E.
Shaw does not own any shares directly. By virtue
of David E. Shaw’s position as
President and sole shareholder of D. E. Shaw & Co., Inc., which is
the general partner of D. E. Shaw & Co., L.P., which in turn is
the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Synoptic Portfolios 2, L.L.C., the managing
member and investment
adviser of D. E. Shaw Valence Portfolios, L.L.C., and the managing
member of D. E. Shaw Investment Management, L.L.C.,
and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II,
Inc., which is the managing member of D. E. Shaw
& Co., L.L.C., which in
turn is the managing member of D. E. Shaw Oculus Portfolios, L.L.C.
and D. E. Shaw Synoptic Portfolios 2, L.L.C., David E. Shaw may be deemed to
have the shared power to vote or direct the vote
of, and the shared power to
dispose or direct the disposition of, the 6,864,405
shares as described above
constituting 5.4% of the outstanding shares and,
therefore, David E. Shaw may be
deemed to be the beneficial owner of such shares.
David E. Shaw disclaims
beneficial ownership of such 6,864,405 shares.
| Item 5. |
Ownership
of Five Percent or Less of a
Class
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Not
Applicable
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| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable
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| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person.
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Not
Applicable
| Item 8. |
Identification
and Classification of Members of the
Group
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Not
Applicable
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| Item 9. |
Notice
of Dissolution of Group
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Not
Applicable
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| Item 10. |
Certification
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By
signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify
that, to the best of such reporting person’s knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose
of or with the effect of changing or influencing the control
of the issuer of
the securities and were not acquired and are not held in connection
with or as a
participant in any transaction having such purposes or
effect.
SIGNATURE
After
reasonable inquiry and to the best of their knowledge
and belief, the
undersigned certify that the information set forth
in this statement is true,
complete and correct. A Power of Attorney, dated October
24, 2007, granted by
David E. Shaw in favor of Rochelle Elias, is attached
hereto.
Dated:
August 1,
2008
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Chief
Compliance
Officer
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| David E. Shaw | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias Attorney-in-Fact
for
David E. Shaw |
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Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart
Steckler,
Maximilian
Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L. P. and general
partner, managing member, or manager of other entities, any of which in turn
may
be acting for itself or other entities) all documents, certificates,
instruments, statements, other filings, and amendments to the foregoing
(collectively, “documents”) determined by such person to be necessary or
appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, and 13F and Schedules
13D
and 13G required to be filed with the Securities and Exchange Commission;
and
delivering, furnishing, or filing any such documents to or with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
October 24, 2007
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York
Exhibit
2
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as
amended, each of the undersigned Reporting Persons
hereby agrees to the joint
filing, along with all other such Reporting Persons,
on behalf of each of them
of a statement on Schedule 13G (including amendments
thereto) with respect to
the Common Stock, $0.01 par value, of UAL Corporation,
and that this Agreement
be included as an Exhibit to such joint filing. This
Agreement may be executed
in any number of counterparts, all of which taken
together shall constitute one
and the same instrument.
IN
WITNESS WHEREOF, each of the undersigned hereby executes
this Agreement as of
this 1st day of August, 2008.
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Chief
Compliance
Officer
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| David E. Shaw | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Attorney-in-Fact
for David E.
Shaw
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