SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
UAL Corp.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
902549807
-------------------------------------------------------------------------------
(CUSIP Number)
Kenneth J. Cooper
Pension Benefit Guaranty Corp.
Office of General Counsel
1200 K Street, N.W., Rm 11509
Washington, D.C. 20005
(202) 326-4400 ext 3754
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2006
------------------------------------------------------------------------------
(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
----------------------------- ---------------------
CUSIP NO. 902549807 SCHEDULE 13D PAGE 2 OF 5 PAGES
----------------------------- ---------------------
-----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pension Benefit Guaranty Corporation, Tax ID No. 52-1042410
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
District of Columbia
-----------------------------------------------------------------------------
7 SOLE VOTING POWER
O *See Item 5
-----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY O
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 11,103,316
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
O
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,103,316
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------------- ------------------
CUSIP NO. 902549807 SCHEDULE 13D PAGE 3 OF 5 PAGES
---------------------------- ------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value
$0.01 per share, of UAL Corp., a Delaware Corporation
("UAL Common Stock"). UAL Corp. is the issuer.
UAL Corp.'s principal executive offices
are located at 1200 Algonquin Road,
Elk Grove Township, Illinois 60007.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is the Pension Benefit
Guaranty Corporation ("PBGC"). PBGC's
business address is 1200 K Street, NW, Washington,
D.C. 20005. PBGC is a wholly-owned United States government
corporation established under 29 U.S.C. Section 1302. PBGC
administers the pension plan termination insurance program
created under Title IV of the Employee Retirement Income
Security Act of 1974.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 20, 2006, the United States Bankruptcy Court for
the Northern District of Illinois confirmed UAL Corp.'s Second
Amended Joint Plan of Reorganization ("POR"). PBGC holds allowed
unsecured claims against UAL Corp., on account of its statutory
claims under 29 U.S.C. Section 1362 arising from the termination of
UAL's defined benefit pension plans. Under the POR, holders
of allowed unsecured claims are to receive shares of UAL
Common Stock. On February 2, 2006, PBGC received a distribution
of 11,103,316 shares of UAL Common Stock on account of its
allowed unsecured claims.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, PBGC acquired 11,103,316 shares
of UAL Common Stock on account of its allowed unsecured claims
against UAL Corp., pursuant to the POR. Under the POR, UAL Corp.
is expected to make additional distributions to holders of
allowed unsecured claims. PBGC is likely to receive additional
shares of UAL Common Stock in future distributions. PBGC has not
acquired these securities with the purpose or effect of changing
or influencing the control of the issuer, or for investment purposes.
PBGC also received 5,000,000 shares of 2% Convertible Preferred
Stock of UAL Corp. These shares may be converted to shares of
UAL Common Stock at any time following the earlier of the second
anniversary date of the issuance of the shares, or the occurrence
of a fundamental change or change in ownership as defined in
UAL Corp.'s Restated Certificate of Incorporation.
PBGC does not have any plans or proposals that relate to or would
result in any of the matters referred to in paragraphs (b) through
(j) of the instructions to Item 4 of Schedule 13D.
-------------------------- -----------------
CUSIP NO. 902549807 SCHEDULE 13D PAGE 4 OF 5 PAGES
-------------------------- -----------------
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) As of the date of this filing, PBGC owns of record or beneficially
11,103,316 shares of UAL Common Stock, which represents 23.4% of
the outstanding shares of UAL Common Stock.
(b) As of the date of this filing, PBGC does not have power to
vote or to direct the vote of any shares of UAL Common Stock.
Under 29 U.S.C. Section 1305(h), the shares acquired by PBGC may be
voted only by the custodial trustees or outside money managers
of PBGC. As of the date of this filing, PBGC's shares of UAL
Common Stock have not been assigned to a custodial trustee or
outside money manager. As of the date of this filing, PBGC has
the sole power to dispose, or to direct the disposition,
of 11,103,316 shares of UAL Common Stock. However, PBGC has
agreed with UAL Corp. that the UAL Common Stock will be freely
transferable by PBGC beginning sixty days after receipt of
such stock.
(c) As described in Items 3 and 4, on February 2, 2006,
PBGC received 11,103,316 shares of UAL common stock on account
of its allowed unsecured claims against UAL Corp.
pursuant to the POR.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from, or
the proceeds from the sale of, PBGC's shares of UAL Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE COMPANY.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
--------------------------- ------------------
CUSIP NO. 902549807 SCHEDULE 13D PAGE 5 OF 5 PAGES
--------------------------- ------------------
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 13, 2006
Pension Benefit Guaranty Corporation
By: /s/ James Gerber
---------------------------
Name: James Gerber
Title: Chief Financial Officer