01—Abstract
Summary
Summary of the 10-K/A filed May 11, 1995. Cited figures are marked; the original filing is the authoritative source.
UAL Corporation filed this Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 1994, primarily to file Part IV exhibits.
The amendment does not contain full financial statements or a business discussion; its content is an index of exhibits, several of which are newly filed with this amendment and others incorporated by reference from earlier filings. The filing reports 12,378,232 common shares outstanding as of March 1, 1995, and an aggregate market value of voting stock held by non-affiliates of $1,172,997,849a as of that date. The exhibits newly filed here include a Rights Agreement with First Chicago Trust Company of New York as Rights Agent, a Waiver and Agreement dated December 23, 1994 and a Third Amendment dated March 15, 1995 to the Recapitalization Agreement among UAL, the Air Line Pilots Association, International, and the International Association of Machinists and Aerospace Workers, and a First Refusal Agreement dated July 12, 1994, as amended February 24, 1995.
Other newly filed exhibits cover the 1981 Incentive Stock Plan, 1988 Restricted Stock Plan, Incentive Compensation Plan, and 1992 Stock Plan for Outside Directors, all as amended, along with a Financial Data Schedule and an Annual Report on Form 11-K for the Employees' Stock Purchase Plan. Several aircraft purchase letter agreements with Boeing and Airbus are also included, with confidential treatment requested for portions of certain agreements. The amendment also lists a 1995 Directors Plan and an Employment Agreement with Gerald Greenwald as exhibits to the registrant's Form 10-K, indicating those management and compensatory arrangements are relevant to executive compensation disclosure.
02—Key points
Key Highlights
- Form 10-K/A Amendment No. 1 for fiscal year ended December 31, 1994, filed by UAL Corporation, Delaware, Commission File No. 1-6033
- 12,378,232 common shares outstanding as of March 1, 1995
- Aggregate market value of voting stock held by non-affiliates of $1,172,997,849 as of March 1, 1995
- Amendment adds Part IV exhibit index, including a Third Amendment dated March 15, 1995 to the Recapitalization Agreement with ALPA and IAM unions
- Newly filed exhibits include the Rights Agreement with First Chicago Trust Company of New York and a First Refusal Agreement dated July 12, 1994, as amended February 24, 1995
- Multiple aircraft purchase letter agreements with Boeing (747-400, 777-200, 767-300ER, 757-200 and 737) and Airbus (A320-200) are listed, several with confidential treatment requested
- Management and compensatory plans, including the 1995 Directors Plan, Officer Benefits description, and Employment Agreement with Gerald Greenwald, are listed as exhibits
03—Questions
Frequently Asked Questions
What does this 10-K/A amendment contain?
The amendment consists of Part IV, Item 14 and an index of exhibits. It cover the cover page information, share count, market value of non-affiliate voting stock, and the list of exhibits, some newly filed and some incorporated by reference from prior filings.
How many shares of common stock were outstanding and what was the non-affiliate market value?
As of March 1, 1995, UAL reported 12,378,232 common shares outstanding and an aggregate market value of voting stock held by non-affiliates of $1,172,997,849.
What agreements tied to labor unions were filed with this amendment?
The filing lists a Waiver and Agreement dated December 23, 1994 and a Third Amendment dated March 15, 1995 to the Amended and Restated Agreement and Plan of Recapitalization among UAL, the Air Line Pilots Association, International, and the International Association of Machinists and Aerospace Workers.
Which aircraft purchase agreements are referenced?
The exhibit index references letter agreements related to the Boeing 777-200 purchase agreement, the Boeing 747-400 purchase agreement, the Boeing 767-300ER and 757-200 and 737 agreements, and an Airbus A320-200 purchase agreement. Confidential treatment is requested for portions of several of these.
Are any executive compensation arrangements included?
Yes. The exhibit list includes the 1981 Incentive Stock Plan, 1988 Restricted Stock Plan, Incentive Compensation Plan, a 1995 Directors Plan, a Description of Officer Benefits, and an Employment Agreement and related stock option and restricted stock deposit agreements with Gerald Greenwald.
04—Continue