MESA AIR GROUP INC
NT 10-K, 1998-12-28
AIR TRANSPORTATION, SCHEDULED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 12b-25

                                             Commission File Number    0-15495
                                                                      ----------

                          NOTIFICATION OF LATE FILING


     (Check One): [X} Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [ ] Form 10-Q
[ ] Form N-SAR

For Period Ended: September 30, 1998
                  -------------------------------------------------------------
[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:     
                                   ---------------------------------------------

     Read attached instruction sheet before preparing form. Please print or
type.

     Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.

     If the notification relates to a portion of the filing checked above, 
identify Item(s) to which the notification relates:
                                                    ---------------------------

- -------------------------------------------------------------------------------


                         PART I. REGISTRANT INFORMATION

Full name of registrant  Mesa Air Group, Inc.
                         ------------------------------------------------------

Former name if applicable

N/A
- -------------------------------------------------------------------------------

Address of principal executive office (Street and number)

410 North 44th Street, Suite 700
- -------------------------------------------------------------------------------

City, State and Zip Code  Phoenix, AZ 85008
                          -----------------------------------------------------


                        PART II. RULE 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed. (Check appropriate box.)


                                       1.



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[X]  (a)  The reasons described in reasonable detail in Part III of this form 
     could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report, semi-annual report, transition report on 
     Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
     or before the 15th calendar day following the prescribed due date; or the
     subject quarterly report or transition report on Form 10-Q, or portion 
     thereof will be filed on or before the fifth calendar day following the
     prescribed due date; and

[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

                              Part III. Narrative

     State below in reasonable detail the reasons why Form 10-K, 20-F, 10-Q, 
N-SAR or the transition report portion thereof could not be filed within the 
prescribed time period. (Attach extra sheets if needed).

               Additional time will be needed for the Registrant's 
          management and accountants to complete the preparation
          and review of the Registrant's Report on Form 10-K for 
          the period ended September 30, 1998. The additional time
          required to prepare and review the Registrant's Report on
          Form 10-K is due, in part, to the fact that certain members
          of the Registrant's management team responsible for preparing
          portions of the Report on Form 10-K have, only recently,
          become employees of the Registrant.

                           Part IV. Other Information

     (1)  Name and telephone number of person to contact in regard to this 
notification

Steven E. Markhoff                                        (602) 685-4000
- ------------------------------------------------------------------------------
    (Name)                                      (Area Code) (Telephone number)

     (2)  Have all other periodic reports required under Sections 13 or 15(d) 
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company 
Act of 1940 during the preceding 12 months or for such shorter period that the 
registrant was required to file such report(s) been filed? If the answer is no, 
identify report(s).

                                                                [X] Yes  [ ] No

     (3)  It is anticipated that any significant change in results of 
operations from the corresponding period for the last fiscal year will be 
reflected by the earnings statements to be included in the subject report or 
portion thereof?

                                                                [ ] Yes  [X] No

                                       2.
<PAGE>   3
     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.


                              Mesa Air Group, Inc.
- --------------------------------------------------------------------------------
                  (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date December 28, 1998                       By /s/ Jonathan G. Ornstein
     ----------------------------               --------------------------------
                                             Name:  Jonathan G. Ornstein
                                                   -----------------------------
                                             Title: Chief Executive Officer
                                                    ----------------------------

          Instruction: The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.

                                   ATTENTION

          Intentional misstatements or omissions of fact constitute Federal
     Criminal Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the Form
will be made a matter of public record in the Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.

5.   Electronic Filers. This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties. Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T or apply for an adjustment in filing date
     pursuant to Rule 13(b) of Regulation S-T.


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