UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2009
UAL CORPORATION
(Exact name of registrant issuer as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-06033
|
|
36-2675207 |
|
|
|
|
|
|
(State or other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| 77 W. Wacker Drive, Chicago, IL
|
|
60601 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (312) 997-8000
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
UAL Corporation (the “Company”) has completed the ongoing offering of shares of its common stock,
par value $0.01 per share (the “Common Stock”) pursuant to the distributions agreements described
below.
On December 1, 2008, the Company entered into distribution agreements (the “Agreements”) with each
of J.P. Morgan Securities Inc. (“JPMS”) and Morgan Stanley & Co. Incorporated (“MS”). The
Agreements were filed as Exhibits 99.1 and 99.2 respectively to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2008 and are
incorporated by reference herein. For a detailed description of the Agreements, see the disclosure
under the caption “Plan of Distribution” contained in the Company’s Prospectus Supplement dated
December 1, 2008 to the Prospectus dated December 1, 2008, which has been filed with the SEC
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which disclosure is
incorporated herein by reference.
The Company sold
3,086,883 shares of Common Stock through MS, as its distribution
agent, during the period from September 16,
2009 through September 18, 2009, resulting in net proceeds of
approximately $27 million. In addition, as previously announced,
during the period from December 1, 2008 through January 12,
2009, the Company sold 15,232,738 shares of Common Stock through JPMS
and MS, each as its distribution agent, resulting in 18,319,621 aggregate shares of Common Stock sold pursuant to the Agreements for aggregate gross proceeds to the Company of
approximately $200 million and aggregate net proceeds of approximately $196 million after deducting
related expenses, including commissions to the distribution agents.
In addition, the Company issued a press release today announcing a new public offering of Common
Stock and convertible senior notes. A copy of the press release is furnished herewith as Exhibit
99.1.
2