MESA AIR GROUP INC
10-Q/A, 1996-07-23
AIR TRANSPORTATION, SCHEDULED
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                    FORM 10-Q/A
    
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                       OF SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 1996                             Commission File
                                                                  Number 0-15495


                              MESA AIR GROUP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             New Mexico                                         85-0302351
  ------------------------------                           -------------------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                           Identification No.)


  2325 East 30th Street, Farmington, New Mexico                    87401
  ---------------------------------------------                  ----------
     (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:           (505) 327-0271
                                                              --------------


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes  X  No
                                    ---    ---

   
On July 22, 1996, the Registrant had outstanding 28,217,638 shares of Common
Stock.
    
<PAGE>   2
PART II.        OTHER INFORMATION


Item 6.         Exhibits and Reports on Form 8-K
   
                10.81    Letter of Understanding between Mesa Air Group, Inc.
                         And Raytheon Aircraft Company (RAC) dated April 12,
                         1996. This Exhibit is the subject of a confidential
                         treatment request and certain confidential portions 
                         have been omitted as indicated by the bracketed 
                         language [CONFIDENTIAL PORTION DELETED] and filed
                         separately with the Securities and Exchange Commission.
    
                 27      Financial Data Schedule



                                     -2-
<PAGE>   3
                                   SIGNATURES
   
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 on Form 10-Q/A to be signed 
on its behalf by the undersigned thereunto duly authorized.

                                          MESA AIR GROUP, INC.
                                          Registrant

                                          /s/ W. Stephen Jackson
                                          --------------------------------------
Date: 7/23/96                             W. Stephen Jackson
                                          Chief Financial Officer, Treasurer and
                                          Vice President of Finance
                                          (Principal Accounting Officer)
    
Internet Address:  www.mesa-air.com



                                     -3-


<PAGE>   1
                             MESA AIR GROUP, INC.
                                      
                         COMMISSION FILE NO. 0-15495
                                         
                                 FORM 10-Q/A
                                          
                     FOR THE QUARTER ENDED MARCH 31, 1996
                                      
                                EXHIBIT 10.81
<PAGE>   2
                                                                Exhibit 10.81

                                                         MESA AIR GROUP, INC.


Letter of understanding between Mesa Air Group, Inc. and Raytheon Aircraft
Company (RAC) April 12, 1996.

        1. The [CONFIDENTIAL PORTION DELETED] 1900 Ds for delivery subsequent
           to [CONFIDENTIAL PORTION DELETED] be financed according to 
           Attachment A as amended.

        2. The remaining [CONFIDENTIAL PORTION DELETED] 1900 Ds [CONFIDENTIAL
           PORTION DELETED] will be financed in accordance with the following:

           A.   [CONFIDENTIAL PORTION DELETED] will be [CONFIDENTIAL PORTION
                DELETED] in the leases [CONFIDENTIAL PORTION DELETED] and 
                financing will be [CONFIDENTIAL PORTION DELETED]

           B.   Term will be [CONFIDENTIAL PORTION DELETED].

           C.   The Mesa [CONFIDENTIAL PORTION DELETED] deposit per aircraft
                will be applied to reduce the principal value.

           D.   An additional principal reduction payment of [CONFIDENTIAL
                PORTION DELETED] will be required by Mesa to eliminate 
                [CONFIDENTIAL PORTION DELETED]. Payment will be adjusted and 
                applied as appropriate to each aircraft taking into account 
                [CONFIDENTIAL PORTION DELETED] as follows:

                (1)  [CONFIDENTIAL PORTION DELETED] Mesa in accordance with 
                     [CONFIDENTIAL PORTION DELETED].

                (2)  [CONFIDENTIAL PORTION DELETED] on remaining 1900 aircraft
                     to be returned.

           E.   The [CONFIDENTIAL PORTION DELETED] will be divided as follows:
                [CONFIDENTIAL PORTION DELETED] retained by Mesa and applied to 
                [CONFIDENTIAL PORTION DELETED] in accordance with 
                [CONFIDENTIAL PORTION DELETED]. [CONFIDENTIAL PORTION DELETED] 
                will be kept by Raytheon Aircraft as [CONFIDENTIAL PORTION 
                DELETED].

           F.   The interest rate will be [CONFIDENTIAL PORTION DELETED]. 
                [CONFIDENTIAL PORTION DELETED].

           G.   No [CONFIDENTIAL PORTION DELETED] while [CONFIDENTIAL PORTION 
                DELETED].

<PAGE>   3
Letter of Understanding
Mesa Air Group, Inc. and Raytheon
April 12, 1996

Page 2

             H.   Mesa has the option to [CONFIDENTIAL PORTION DELETED] by 
                  notifying RAC. RAC will [CONFIDENTIAL PORTION DELETED] on 
                  the [CONFIDENTIAL PORTION DELETED].

             I.   The fixed payment of [CONFIDENTIAL PORTION DELETED] will be 
                  for [CONFIDENTIAL PORTION DELETED] since [CONFIDENTIAL 
                  PORTION DELETED]. [CONFIDENTIAL PORTION DELETED] paid by 
                  Mesa after [CONFIDENTIAL PORTION DELETED].
   
             J.   Entire [CONFIDENTIAL PORTION DELETED] with the exception of
                  [CONFIDENTIAL PORTION DELETED] will be accomplished by 
                  May 31, 1996.
    
        3.   All terms are strictly confidential between Mesa and RAC.

RAYTHEON AIRCRAFT COMPANY                       MESA AIR GROUP, INC.
By                                              By


/s/ DANIEL K. SMART                             /s/ W. STEPHEN JACKSON
- --------------------------------                ------------------------------
Daniel K. Smart                                 W. Stephen Jackson
Vice President - Treasurer                      Chief Financial Officer
<PAGE>   4
ATTACHMENT A

                      RAYTHEON AIRCRAFT CREDIT CORPORATION
                    MESA AIR GROUP 1995-96 FINANCE PROPOSAL
                           BEECH MODEL 1900D AIRCRAFT
                 DELIVERIES FROM [CONFIDENTIAL PORTION DELETED]

                                                           Final Deal With Mesa

Aircraft Selling Price                          [CONFIDENTIAL PORTION DELETED]

Down Payment                                    [CONFIDENTIAL PORTION DELETED]

Amount Financed                                 [CONFIDENTIAL PORTION DELETED]


[CONFIDENTIAL PORTION DELETED] year finance;
[CONFIDENTIAL PORTION DELETED] payments in
[CONFIDENTIAL PORTION DELETED].
        [CONFIDENTIAL PORTION DELETED] fixed    [CONFIDENTIAL PORTION DELETED]
          payments; no interest
        [CONFIDENTIAL PORTION DELETED]          [CONFIDENTIAL PORTION DELETED]
        [CONFIDENTIAL PORTION DELETED]  
                                                [CONFIDENTIAL PORTION DELETED]
        [CONFIDENTIAL PORTION DELETED] due      [CONFIDENTIAL PORTION DELETED]
          with [CONFIDENTIAL PORTION DELETED]
        
- ---------------
[CONFIDENTIAL PORTION DELETED].


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