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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 1999
MESA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-15495 85-0302351
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation
410 North 44th Street, Suite 700, Phoenix, Arizona 85008
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (602) 685-4000
Not Applicable
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On June 9, 1999, Mesa Air Group, Inc. ("Mesa Air") completed the
acquisition of CCAIR, Inc. ("CCAIR") pursuant to the terms of the previously
reported Merger Agreement, dated as of January 28, 1999 (the "Merger
Agreement"), by and among Mesa Air, Mesa Merger Corporation ("Merger Sub") and
CCAIR.
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and
into CCAIR (the "Merger"), with CCAIR surviving the Merger as a wholly-owned
subsidiary of Mesa Air, effective as of June 9, 1999. Each share of CCAIR common
stock was converted into the right to receive .6214 of a share of Mesa Air
common stock. The conversion ratio was determined through arm's length
negotiations.
The Merger Agreement is incorporated herein by reference from Mesa Air's
Registration Statement on Form S-4, filed on April 19, 1999 and is listed
therein as Exhibit 2.2. A copy of Mesa Air's press release is incorporated
herein by reference and is included as Exhibit 99.1 herein. The foregoing
description of such documents is qualified in its entirety by reference to such
Exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Pursuant to Item 7(a)(4) on Form 8-K, any required financial
statements for CCAIR and any required financial information will be filed
pursuant to an amendment to the Form 8-K as soon as practicable (but no later
than 60 days following the date on which this report was required to have been
filed).
(b) Pursuant to Item 7(a)(4) on Form 8-K, any required pro forma financial
statements for CCAIR and any required financial information will be filed
pursuant to an amendment to the Form 8-K as soon as practicable (but no later
than 60 days following the date on which this report was required to have been
filed).
(c) Exhibits.
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<CAPTION>
Exhibit Description Method of Filing
------- ----------- ----------------
<S> <C> <C> <C>
No. 2.2 Merger Agreement, dated Filed as Exhibit 2.2
as of January 28, 1999, to Mesa Air's
by and among Mesa Air Registration
Group, Inc., Mesa Merger Statement on Form
Corporation and CCAIR, S-4, filed April 19,
Inc. 1999 and
incorporated herein
by reference
No. 99.1 Press release dated June Filed herewith
9, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MESA AIR GROUP, INC.
By: /s/ Steven E. Markhoff
---------------------------------
Name: Steven E. Markhoff
--------------------------------
Title: Secretary
--------------------------------
Dated: June 9, 1999
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Exhibit Index
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<CAPTION>
Exhibit
Number Description
<S> <C>
99.1 Press release dated June 9, 1999.
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Mesa Air Group, Inc. Announces Completion of Merger Agreement With CCAIR
PHOENIX, June 10 /PRNewswire/ -- Mesa Air Group, Inc. (Nasdaq: MESA)
announced today that it has completed its merger with CCAIR, Inc., 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 US Airways
Express. The transaction, valued at approximately $50.7 million, reflects an
approximate $4.13 per share purchase price based on a Mesa share price of $6.625
and will be accounted for as a pooling of interests. Under the terms of the
Merger Agreement, shareholders of CCAIR will receive .6214 shares of Mesa common
stock for each outstanding share of CCAIR common stock.
(Photo: http://www.newscom.com/cgi-bin/prnh/19990210/LAW065 )
Jonathan G. Ornstein, Chairman, President and Chief Executive Officer of
Mesa stated, "CCAIR, operating as US Airways Express in US Airways' 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, CCAIR has
demonstrated tremendous improvements both operationally and financially and has
an excellent relationship with US Airways, as well as superb employees and
management. The acquisition will strengthen Mesa's relationship with US Airways,
which is very important to us, and results in the combined companies serving all
the major US Airways hubs on the East Coast. We are delighted to welcome CCAIR
and its dedicated employees into the Mesa family."
In addition, Mesa also announced today the election of George Murnane III
to its Board of Directors. Mr. Murnane comes to Mesa with a broad background in
aviation and is Chief Operating Officer and a Director of International Airline
Support Group, Inc. (Amex: YLF). Prior to joining IASG, Mr. Murnane was Chief
Operating Officer of Atlas Air, the world's largest all 747 cargo carrier and
had spent 9 years as an investment banker with Merrill Lynch's Transportation
Group. Mr. Murnane is also a General Partner with Barlow Partners and served on
CCAIR's Board of Directors.
Mesa Air Group was recently awarded the 1999 Management -- Pilot Teamwork
Award by Professional Pilot Magazine -- a leading aviation publication. The
Company serves 120 cities in 28 states plus the District of Columbia, as well as
Toronto, Canada and Guaymas and Hermasillo, Mexico. The Company operates as
America West Express in the Southwest, US Airways Express throughout the East
Coast and Midwest, and independently as Mesa Airlines in New Mexico and
Colorado. Mesa operates one of the youngest fleets of jet and turbo-prop
aircraft in the industry today and has over 3000 dedicated employees.
This press release contains forward-looking statements which are made
pursuant to the Safe Harbor Provisions of Section 27A of the Securities Act of
1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, but are not limited to, the
statement that the Company has begun a number of initiatives to significantly
improve operating results. These forward-looking statements involve risks and
uncertainties that could cause actual results to be materially different.
Factors include, but are not limited to, fluctuations of fuel cost, unscheduled
fluctuations caused by market conditions. The forward-looking statements should
be considered in light of these risks and uncertainties. The Company disavows
any obligation to update or correct any of its forward statement.
