<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MESA AIR GROUP, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
590479 10 1
(CUSIP Number)
George Murnane III
1954 Airport Road, Suite 200
Atlanta, Georgia 30341
(770) 455-9225
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 30, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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CUSIP No. 590479 10 1 SCHEDULE 13D Page 2 of 7 Pages
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
Barlow Partners II, L.P.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions) OO - Partnership
Contributions
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Texas
Number of (7) Sole Voting Power 1,741,513
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by Each
Reporting (9) Sole Dispositive Power 1,741,513
Person With
(10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,741,513
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 6.15%
14) Type of Reporting Person (See Instructions) PN
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CUSIP No. 590479 10 1 SCHEDULE 13D Page 3 of 7 Pages
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
Barlow Management, Inc.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions) Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Texas
Number of (7) Sole Voting Power -0-
Shares Bene-
ficially (8) Shared Voting Power 1,741,513 - See
Owned by Each Responses to Items 5 and 6
Reporting
Person With (9) Sole Dispositive Power -0-
(10) Shared Dispositive Power 1,741,513 - See
Responses to Items 5 and 6
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,741,513-See Responses to Items 5 and 6
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 6.15%
14) Type of Reporting Person (See Instructions) CO
(1) Solely in its capacity as general partner of Barlow Partners II, L.P.
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CUSIP No. 590479 10 1 SCHEDULE 13D Page 4 of 7 Pages
1) Names of Reporting Persons/S. S. or I. R. S. Identification Nos. of Above
Persons
Jonathan G. Ornstein
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions) Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization United States of
America
Number of (7) Sole Voting Power -0-
Shares Bene-
ficially (8) Shared Voting Power 1,746,513(1)
Owned by Each
Reporting (9) Sole Dispositive Power -0-
Person With
(10) Shared Dispositive Power 1,746,513
11) Aggregate Amount Beneficially Owned by Each Reporting
Person-1,746,513-See Responses to Items 5 and 6
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 6.17%
14) Type of Reporting Person (See Instructions) IN
(1) Mr. Ornstein is the controlling shareholder of Barlow Management,
Inc., the general partner of Barlow Partners II, L.P. and may be
deemed to beneficially own the shares of Common Stock beneficially
owned by Barlow Partners II, L.P. The number also includes 5,000
shares owned by Lisa Ornstein, Mr. Ornstein's wife. Mr. Ornstein
disclaims beneficial interest in such shares except to the extent of
his economic interest therein.
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CUSIP No. 590479 10 1 SCHEDULE 13D Page 5 of 7 Pages
This statement on Schedule 13D ("Statement") relates to the Common
Stock, no par value (the "Common Stock"), of Mesa Air Group, Inc., a Nevada
corporation (the "Issuer"). This Statement on Schedule 13D originally filed on
January 30, 1998 is hereby amended and supplemented to include the information
contained herein, and this Statement constitutes Amendment No. 1 to the
Reporting Person's (as defined below) Schedule 13D.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Statement on behalf of Barlow
Partners II, L.P., a Texas limited partnership ("Barlow Partners"), Barlow
Management, Inc., a Texas corporation ("Barlow Management") and Jonathan G.
Ornstein ("Ornstein"). Barlow Partners, Barlow Management and Ornstein are
sometimes hereinafter referred to as the "Reporting Persons."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of the funds used by the Reporting Persons to
purchase the shares of the Common Stock are as follows:
<TABLE>
<CAPTION>
Reporting Person Source of Funds Amount of Funds
- ---------------- --------------- ---------------
<S> <C> <C>
Barlow Partners II, L.P. Other (1) $11,755,212 (2)
Barlow Management, Inc. Not Applicable Not Applicable
Jonathan G. Ornstein Not Applicable $33,750(2)(3)
</TABLE>
(1) Contributions from partners.
(2) Based on the closing price of the Common Stock on January 30, 1998.
See Item 5(c) herein.
(3) With respect to the 5,000 shares beneficially owned by Lisa Ornstein.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired and continue to hold the shares of the
Common Stock reported herein for the purpose of influencing policies of the
Issuer. The Reporting Persons have recommended changes in operating policies,
management personnel and requested seats on the Board of Directors of the
Issuer. On Friday, January 30, 1998, Mr. Ornstein and James Swigart were
elected to the Board of Directors of the Issuer. The Reporting persons view
this development as favorable.
The Reporting Persons have concerns about the Issuer's apparent
deteriorating relations with United Airlines with respect to the Issuer's
United Express Operations. The Reporting Persons believe the Issuer's
Management and Board of Directors should work to improve their
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CUSIP No. 590479 10 1 SCHEDULE 13D Page 6 of 7 Pages
relations and hopes to be of assistance in achieving this objective. The
Reporting Persons also believe the Board of Directors should develop
alternatives with respect to the United Express assets to preserve or enhance
shareholder value. Such alternatives include, without limitation, the possible
spin-off of such assets or sale of such assets, possibly through an employee
stock ownership plan or otherwise.
Depending on market conditions and other factors that each of the
Reporting Persons may deem relevant, such Reporting Person may purchase
additional shares of the Common Stock in the open market or in private
transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
At December 18, 1997, the Issuer had 28,294,584 shares of Common Stock
outstanding.
(a)
BARLOW PARTNERS
The aggregate number of shares of the Common Stock that Barlow
Partners owns beneficially, pursuant to Rule 13d-3 under the Act, is 1,741,513,
which constitutes approximately 6.15% of the 28,294,584 shares of such stock
outstanding as of December 18, 1997.
BARLOW MANAGEMENT
Because of its position as the general partner of Barlow Partners,
Barlow Management may, pursuant to Rule 13d-3 of the Act, be deemed to own
beneficially 1,741,513 shares of the Common Stock, which constitutes
approximately 6.15% of the 28,294,584 shares of such stock outstanding as of
December 18, 1997.
ORNSTEIN
Because of his position as the controlling shareholder of Barlow
Management and on the basis of Mr. Ornstein's wife, Lisa Ornstein, beneficially
owning 5,000 shares of Common Stock, Mr. Ornstein may, pursuant to Rule 13d-3
of the Act, be deemed to own beneficially 1,746,513 shares of the Common Stock,
which constitutes approximately 6.17% of the 28,294,584 shares of such stock
outstanding as of December 18, 1997.
To the best knowledge of each of the Reporting Persons, other than as
set forth above, none of the persons named in response to Item 2(a) herein is
the beneficial owner of any shares of the Common Stock.
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CUSIP No. 590479 10 1 SCHEDULE 13D Page 7 of 7 Pages
(b)
BARLOW PARTNERS
Barlow Partners has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 1,685,513 shares of Common Stock.
BARLOW MANAGEMENT
In its capacity as the general partner of Barlow Partners, Barlow
Management has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 1,741,513 shares of the Common Stock.
ORNSTEIN
Because of his position as controlling shareholder of Barlow
Management, Mr Ornstein may be deemed to have shared power to vote or to direct
the vote and to dispose or to direct the disposition of 1,746,513 shares of
Common Stock beneficially owned by Barlow Partners.
(c) The Reporting Persons made open market purchases of the
1,741,513 shares of Common Stock covered by this Statement beginning on
August 12, 1997 and ending on January 26, 1998 at prices ranging from $5.04 to
$6.9991 per share.
Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in the shares of the
Common Stock in the past 60 days.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common stock owned by them.
(e) Not Applicable.
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
BARLOW PARTNERS II, L.P.
By: BARLOW MANAGEMENT, INC.,
its General Partner
/s/ George Murnane III
--------------------------------------------
By: George Murnane III, President
BARLOW MANAGEMENT, INC.
/s/ George Murnane III
--------------------------------------------
By: George Murnane III, President
/s/ Jonathan G. Ornstein
--------------------------------------------
Jonathan G. Ornstein
