PIEDMONT &lt;PIE> AGREES TO USAIR &lt;U> BUYOUT

  USAir Group Inc said Piedmont Aviation
  Inc has agreed to be acquired for 69 dlrs per share.
      The company, in a newspaper advertisement, said it has
  started a tender offer for all Piedmont shares at that price,
  and the Piedmont board, with two directors absent, has
  unanimously approved the bid.  The offer and withdrawal rights
  are to expire April Three unless extended, and the bid is to be
  followed by a merger at the same price.
      USAir said Piedmont has granted it an irrevocable option to
  buy up to 3,491,030 new shares under certain circumstances.
  Piedmont now has about 18.6 mln shares outstanding.
      USAir said the tender is conditioned on receipt of enough
  shares to give USAir at least a 50.1 pct interest in Piedmont
  on a fully diluted basis and approval by the U.S. Department of
  Transportation of a voting trust agreement permitting USAir to
  buy and hold shares pending review of its application to gain
  control of Piedmont.
      The company said its merger agreement with Piedmont
  provides that the offer is not to be amended without Piedmont's
  prior written consent in any way that would be adverse to
  Piedmont shareholders, but it said it could cut the number of
  shares to be bought without Piedmont's consent.
      USAir said it could reduce the number of Piedmont shares to
  be purchased in the offer to no less than the minimum number
  needed to cause the voting trust condition of the bid to be
  satisfied.
      In that case, it said if more than that minimum number of
  shares were tendered, it would buy shares on a pro rata basis.
      In February USAir had offered to pay 71 dlrs per share in
  cash for 50 pct of Piedmont's stock and 1.55 to 1.90 USAir
  shares for each remaining Piedmont share.
      Last week, Carl C. Icahn-controlled Trans World Airlines
  Inc &lt;TWA> made a conditional offer to acquire USAir for 52 dlrs
  per share, a bid that was rejected by the USAir board.
      The Transportation Department on Friday rejected TWA's
  application to acquire USAir on the grounds that the
  application failed to comply with department regulations by
  omitting necessary information.  TWA said it would refile
  today, providing the information needed.
      On Friday TWA said it had already acquired four mln shares
  or 15 pct of USAir.
  

