USAIR &lt;U> SEEKS TWO BILLION LOAN FOR TAKEOVERS

  USAir Group Inc said it seeking two
  billion dlrs in bank debt to complete its takeover of Piedmont
  Aviation Inc &lt;PIE> and its pending acquisition of PS Group
  Inc's Pacific Southwest Airlines.
      In a filing with the Securities and Exchange Commission
  that details its proposed 69 dlr a share cash tender offer for
  Piedmont, USAir said Manufacturers Hanover Trust Co &lt;MHC>
  "indicates its willingness" in a March 6 letter to provide up
  to 500 mln dlrs of the financing.
      Manufacturers Hanover would also to act as agent for a bank
  group to raise the rest of the financing, USAir said.
      USAir said a Manufacturers Hanover affiliate is currently
  agent for its 400 mln dlrs revelving credit facility, which
  would be replaced by the proposed two billion dlr financing.
      USAir put its total cost of completing the tender offer at
  1.7 billion dlrs. Its Pacific Southwest takeover, which has
  received federal approval and is due to come up for shareholder
  approval later this month, is for 17 dlrs a share, or 400 mln
  dlrs total.
      USAir said it has already bought 2.3 mln Piedmont common
  shares, or 9.9 pct of the total outstanding from Norfolk
  Southern Corp &lt;NSC> for 161.9 mln dlrs.
      The tender offer, which is being made through a USAir
  subsidiary, USAG Acquisition Corp, would not be valid unless
  USAir is left with more than half of Piedmont's total
  outstanding common stock after the April 3 expiration.
      While negotiations on terms and interest rates of its bank
  loans are not yet complete, USAir said it expects them to be in
  the form of a one billion dlr two-year term loan and a one
  billion dlr seven-year revolving credit facility.
      The company said it expects to repay the two-year loan
  through equity, preferred and debt offerings and possibly
  internal funds and the sale and/or leaseback of aircraft.
  

