UAL Offers Majority Stake Plan to Unions : Airlines: Employee ownership would increase if the company stock reached certain levels. Talks continue today.

UAL Corp., the parent of United Airlines, has offered its unions an opportunity to buy just over half the company’s shares, coupled with a provision that could allow as much as 60% employee ownership, depending on how well the stock subsequently performs, according to sources close to the negotiations.

The United proposal, developed by a top aide to New York financier Felix Rohatyn, steals a page from the compensation handbook for top corporate executives: The union stake would grow only if the stock price surpassed certain goals. Such a mechanism is supposed to ensure that employee owners keep all stockholders and the longer-term interests of the company in mind.

It also gets around one of the key problems in the first round of talks between United and its unions, which collapsed just before Thanksgiving. At that point, the company insisted the unions had not made enough wage and work-rule concessions to merit the amount of control they were demanding.

Company and union negotiators return to the bargaining table in New York today to continue their second round of bargaining over the future of the country’s largest airline. The negotiations--part Wall Street deal making and part old-fashioned labor bargaining--will now focus on a number of collateral issues as financial advisers flesh out the core deal, according to sources.

United Chairman Stephen M. Wolf has said the company must act now and cut costs to meet competition from lower-cost airlines that are beginning to eat into its short-haul routes.

He has said he would sell off major parts of the company if an agreement could not be reached with employees and has prepared detailed scenarios for spinning off everything from maintenance and computer reservations to all short-haul flying.

The major unions--the Air Line Pilots Assn. and the International Assn. of Machinists--essentially have accepted the need for change but are demanding control of the company in return. The Assn. of Flight Attendants is also seeking to be part of any final deal.

One key issue that almost scuttled the second round just as it was beginning last week is the future of the company’s food preparation facilities and their 5,000-plus employees, represented by the machinists union.

The union had insisted there could be no deal if United completed the sale of the flight kitchens to Dobbs International. But after two unsuccessful attempts by Wolf last week to get the kitchens back, the machinists union is now wrestling with the prospect that it may have to settle for something less.

Wolf, according to sources, has offered to credit the machinists with the contract concessions they already offered at the flight kitchens, even though they no longer would be part of United. The company has, in effect, said, “We will give you credit for what we would have gotten had they stayed,” a union source said. This offer has significant value since the remaining machinist members at United would have to make additional concessions without it.