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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 29, 1999 Commission File
Number 0-15495
MESA AIR GROUP, INC.
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Exact Name of Registrant as Specified in Its Charter
Nevada 85-0302351
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
410 North 44th Street, Suite 700, Phoenix, Arizona 85008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 685-4000
Item 5. Other Events.
Mesa Air Group, Inc. (the "Company") entered into a Merger Agreement, dated as
of January 28, 1999, with Mesa Merger Corporation ("Sub"), a wholly owned
subsidiary of the Company, and CCAIR, INC., a Delaware corporation ("CCAIR"),
providing for the merger of Sub with and into CCAIR (the "Merger"), with CCAIR
remaining as a wholly owned subsidiary of the Company.
Under the terms of the Merger Agreement, upon consummation of the Merger each
outstanding share of CCAIR Common Stock will be converted into the right to
receive a fraction of a share of Common Stock, no par value per share ("Mesa
Air Common Stock"), of Mesa Air as calculated pursuant to the Merger Agreement.
The consummation of the Merger is subject to regulatory approval of the CCAIR
stockholders, and certain other conditions, all as set forth in the Merger
Agreement. The issuance of shares of Mesa Air Common Stock in the Merger also
is subject to the approval of the Mesa Air shareholders. The Merger Agreement
contemplates that the Merger will be accounted for as a pooling of interests.
The Merger is described in a press release of the Company, which is attached
hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description Reference
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99.1 Press Release dated February 1, 1999 Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MESA AIR GROUP, INC.
/s/ Jonathan G. Ornstein
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Date: February 1, 1999 Jonathan G. Ornstein
President and Chief Executive
Officer
Internet Address: www.mesa-air.com
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Exhibit Index
Exhibit No. Description Reference
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99.1 Press Release dated January 29, 1999 Filed herewith
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Exhibit 99.1
FOR IMMEDIATE RELEASE:
Monday, February 1, 1999
Contact:
Blaine Jones
(602) 685-4034
Mesa Air Group, Inc.
NEWS RELEASE
MESA AIR GROUP, INC ANNOUNCES ENTERING
MERGER AGREEMENT WITH CCAIR
PHOENIX, AZ --- Mesa Air Group, Inc. (NASDAQ:MESA)
announced today that it has entered into a Merger
Agreement with CCAIR, Inc., dated as of January 28, 1999,
whereby CCAIR will become a wholly-owned subsidiary of
Mesa Air Group. CCAIR is a Charlotte, North Carolina based
regional airline operating 31 aircraft as USAirways
Express. The transaction, valued at approximately $53
million, reflects a $4.35 per share purchase price, a
reduction from the $5.40 share price referred to in the
press release issued August 28, 1998, announcing the
letter of intent.
Under the terms of the Merger Agreement, upon consummation
of the merger, each outstanding share of CCAIR common
stock will be converted into the right to receive a
fraction of a share of Mesa common stock, determined by
dividing $4.35 by the average Mesa share price for a
specified ten day trading period prior to the closing. The
conversion is subject to a maximum exchange ratio of .6214
if the Mesa share price falls below $7.00 and a minimum
exchange ratio of .435 if the Mesa share price exceeds
$10.
Jonathan G. Ornstein, President and Chief Executive
Officer of Mesa, stated, "CCAIR, operating as USAirways
Express in USAirways' largest hub, represents a
significant strategic acquisition for Mesa and is an
integral part of Mesa's long-term business strategy. Over
the last few years, the Company has demonstrated
tremendous improvements both operationally and
financially. We look forward to welcoming CCAIR and its
dedicated employees into the Mesa family."
-more-
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The consummation of the Merger is subject to the approval
of the CCAIR stockholders and the Mesa shareholders,
certain regulatory approvals and other conditions, as set
forth in the Merger Agreement. The Merger is expected to
be completed by mid May 1999 and is contemplated to be
accounted for as a pooling of interests.
This press release includes certain statements, including statements
regarding the Company's operations and initiatives to significantly improve
operating results, which are within the meaning of the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.
In some cases, you can identify forward-looking statements by terminology such
as "may," "will," "should", "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," or the negative of such terms and other
comparable terminology. However, this press release also contains other
forward-looking statements. Such statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions which could
cause Mesa's future results to differ materially from those expressed in any
forward-looking statements made by or on behalf of Mesa. Many of such factors
are not under Mesa's ability to control or predict. Readers are cautioned not to
put undue reliance on forward-looking statements. Mesa disclaims any intent or
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
