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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 4, 1997.
MESABA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-17895 41-1616499
(State or other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
incorporation) No.)
7501 26th Avenue South
Minneapolis, Minnesota 55450
(Address of principal executive offices)
Registrant's telephone no., including area code: (612) 726-5151
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On June 4, 1997, Mesaba Holdings, Inc. and its wholly owned
subsidiary, Mesaba Aviation, Inc. (together, the "Company")
announced that the Company had reached an understanding with
Northwest Airlines to enter into a 10-year Airline Services
Agreement to be executed on or before June 30, 1997. Under the
agreement, the Company will provide all Northwest Airlink service
in Minneapolis/St. Paul effective August 1, 1997. As
consideration for the expansion of the Company's operations, the
Company will issue to Northwest Airlines (or an affiliate)
options to purchase 880,000 shares of Mesaba Holdings, Inc.
common stock at an exercise price of $14.125 per share. For
additional information, see the press release dated June 4, 1997,
which is attached to this Report as an exhibit and incorporated
herein by reference.
ITEM 7. Financial Statements and Exhibits.
The following are exhibits to this Current Report:
99.1 Press release of the Company dated June 4, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: June 5, 1997
MESABA HOLDINGS, INC.
By: /s/ John S. Fredericksen
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John S. Fredericksen
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release of the Company dated June 4, 1997.
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For Immediate Release:
MESABA AIRLINES AND NORTHWEST AIRLINES ANNOUNCE NEW AIRLINK
AGREEMENT
Minneapolis/St.Paul, June 4, 1997-- Mesaba Airlines and
its marketing partner Northwest Airlines, announced today
that they have reached agreement on a long-term contract
for Mesaba to continue operating as Northwest Airlink. The
Memorandum of Understanding (MOU) includes the incorporation
of all Airlink flying out of Northwest's Minneapolis/St.Paul
hub under Mesaba effective August 1, 1997. Express Airlines
I, Inc. (Express) will continue to operate as Northwest
Airlink out of Northwest's Memphis hub, allowing Express to
focus on product improvements and growth plans for the hub.
With the additional flying, Mesaba will offer over 130 daily
departures to 42 cities out of Minneapolis/St. Paul, a
significant increase from its present level of operations.
To ensure a seamless transition and smooth operations
for Northwest Airlink customers in Minneapolis/St. Paul,
Mesaba will lease aircraft and crews from Express for
approximately six months. In addition, the airline will
offer employment to all Express personnel based in Minnesota
in accordance with Mesaba's hiring criteria.
The MOU continues the existing revenue methodology
whereby Northwest will purchase all of Mesaba's available
seat miles at a pre-determined rate. The agreement also
provides Mesaba with additional revenue based upon the
number of revenue passengers enplaned. As consideration for
the additional flying, Mesaba will issue Northwest a warrant
to purchase 880,000 shares of Mesaba Holdings, Inc. common
stock at an exercise price of $14.125 per share. Both
Mesaba and Northwest anticipate that the terms of the MOU
will be incorporated into the final, ten year ASA, which is
expected to be executed on or before June 30, 1997.
Mesaba Holdings, Inc., the parent company of Mesaba
Airlines, operates as a Northwest Airlink affiliate under a
code-sharing agreement with Northwest Airlines. Currently,
Mesaba Airlines serves 67 cities in 16 states and Canada
from its two hubs at Minneapolis/St. Paul and Detroit Metro
International Airports. The carrier operates a fleet of 60
prop-jet aircraft. The company is planning to place its
first two of twelve Avro RJ85 jets into service on June
6,1997. Mesaba Holdings, Inc. is traded under the symbol
MAIR on the NASDAQ National Market.
For more information please contact: Warren R. Wilkinson,
Mesaba Airlines 612-725-4915 or Northwest Airlines Media
Relations at 612-726-2331. Or visit Mesaba's website at:
www.mesaba.com or Northwest Airlines Website: www.nwa.com
