PRELIMINARY PROXY MATERIALS
MESABA HOLDINGS, INC.
7501 26th Avenue South
Minneapolis, Minnesota 55450
July 15, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Mesaba Holdings, Inc., to be held at the Minneapolis Marriott City Center
Hotel, 30 South Seventh Street, Minneapolis, Minnesota, on Wednesday, August
19, 1998, at 1:30 p.m.
At the meeting you will be asked to vote for the election of three
Class One directors, to approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 25,000,000 to 60,000,000, and to ratify the appointment by the Board of
Directors of Arthur Andersen LLP as the Company's independent auditors for
the fiscal year ending March 31, 1999.
I encourage you to vote FOR each of the nominees for Class One
director, FOR the amendment to the Articles of Incorporation, and FOR
ratification of the appointment of Arthur Andersen LLP. Whether or not you
are able to attend the meeting in person, I also urge you to sign and date
the enclosed proxy card and return it promptly in the enclosed envelope. If
you do attend the meeting in person, you may withdraw your proxy and
vote personally on any matters properly brought before the
meeting.
Sincerely,
/s/ Bryan K. Bedford
--------------------
Bryan K. Bedford
President and Chief Executive
Officer
<PAGE>
PRELIMINARY PROXY MATERIALS
MESABA HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - AUGUST 19, 1998
____________________
The Annual Meeting of Shareholders of Mesaba Holdings, Inc. (the
"Company") will be held at 1:30 p.m. on Wednesday, August 19, 1998 at the
Minneapolis Marriott City Center Hotel, 30 South Seventh Street,
Minneapolis, Minnesota, for the following purposes:
1. To elect three Class One directors, each for a term of three
years.
2. To approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized
shares of Common Stock from 25,000,000 to 60,000,000.
3. To ratify the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year
ending March 31, 1999.
4. To transact such other business as may properly come
before the meeting.
Only shareholders of record at the close of business on July 1, 1998,
are entitled to notice of and to vote at the meeting.
Whether or not you expect to attend the meeting in person, please
complete, date, and sign the enclosed proxy exactly as your name appears
thereon and promptly return it in the envelope provided, which requires no
postage if mailed in the United States. Proxies may be revoked at any
time and if you attend the meeting in person, your executed proxy will be
returned to you upon request.
By Order of the Board of Directors
John S. Fredericksen, Secretary
Dated: July 15, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
PROXY CARD EXACTLY AS YOUR NAME(S) APPEAR(S) THEREON AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
<PAGE>
PRELIMINARY PROXY MATERIALS
MESABA HOLDINGS, INC.
7501 26th Avenue South
Minneapolis, Minnesota 55450
_____________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 19, 1998
____________________________
INTRODUCTION
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Mesaba Holdings, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held at the
Minneapolis Marriott City Center Hotel, 30 South Seventh Street,
Minneapolis, Minnesota on Wednesday, August 19, 1998 at 1:30 p.m., and at
any adjournment thereof.
All shares represented by properly executed proxies received in time
will be voted at the meeting and, where the manner of voting is specified on
the proxy, will be voted in accordance with such specifications. Shares
represented by properly executed proxies on which no specification has been
made will be voted FOR the election of the nominees for director named
herein, FOR the approval of an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock,
and FOR ratification of the appointment by the Board of Directors of Arthur
Andersen LLP as the Company's independent public accountants for the year
ending March 31, 1999, and will be deemed to grant discretionary authority
to vote upon any other matters properly coming before the meeting. If a
properly executed proxy is returned and the shareholder has abstained from
voting on any matter, the shares represented by the proxy will be considered
present at the meeting for purposes of determining a quorum and for purposes
of calculating the vote, but will not be considered to have been voted in
favor of such matter. If an executed proxy is returned by a broker holding
shares in street name which indicates that the broker does not have
discretionary authority as to certain shares to vote on one or more
matters, such shares will be considered present at the meeting for purposes
of determining a quorum, but not for purposes of calculating the vote with
respect to such matter.
Any shareholder who executes and returns a proxy may revoke it at any
time prior to the voting of the proxies by giving written notice to the
Secretary of the Company; by executing a later-dated proxy; or by attending
the meeting and giving oral notice to the Secretary of the Company.
The Board of Directors of the Company has fixed the close of business
on July 1, 1998 as the record date for determining the holders of Common
Stock entitled to vote at the meeting. On that date, there were _______ shares
of Common Stock issued and outstanding. Each share of Common Stock entitles
the holder to one vote at the meeting. The Notice of Annual Meeting, this
proxy statement and the form of proxy are first being mailed to shareholders
of the Company on or about July 15, 1998.
ALL OF THE SHARE INFORMATION AND STOCK OPTION EXERCISE PRICE
INFORMATION CONTAINED IN THIS PROXY STATEMENT HAS BEEN ADJUSTED TO REFLECT
THE THREE-FOR-TWO STOCK SPLIT PAID ON APRIL 30, 1998.
<PAGE>
ELECTION OF DIRECTORS
NOMINATION AND CLASSIFICATION
The Company's Board of Directors is divided into three separate
classes. The terms of the Class One directors expire at the meeting and the
Company's Board of Directors has nominated three persons to serve as Class
One directors. Each Class One director will be elected to serve until the
annual meeting of shareholders to be held in 2001 and until a successor is
elected and qualified. The terms of the Class Two and Class Three
directors expire in 1999 and 2000, respectively. Each of the Company's
directors also serves as a director of the Company's wholly owned
subsidiary, Mesaba Aviation, Inc. ("Mesaba Aviation"). All nominees have
agreed to stand for election at the meeting.
One of the nominees, Raymond J. Vecci, has been nominated pursuant to a
provision of the Regional Jet Services Agreement between the Company, Mesaba
Aviation and Northwest Airlines, Inc. The agreement requires the Company to
nominate and recommend for election a sufficient number of directors
designated by Northwest so that if such directors were elected, there would
be three directors designated by Northwest serving on the Board of
Directors of the Company and of Mesaba Aviation. Richard B. Hirst and
Christopher E. Clouser, both currently serving as directors, are also
Northwest designees. See "Certain Transactions" for additional information
regarding the agreement.
All proxies will be voted in favor of the three nominees, unless a
contrary choice is specified on the proxy. If, prior to the annual meeting,
the Board of Directors learns that any nominee will be unable to serve by
reason of death, incapacity, or other unexpected occurrence, the proxies
which would have otherwise been voted for such nominee will be voted for a
substitute nominee, if any, selected by the Board. The election of each
nominee for director requires the affirmative vote of the holders of a
majority of the shares of Common Stock represented at the meeting.
INFORMATION ABOUT NOMINEES
The names of the nominees, their principal occupations, and certain
other information regarding the nominees set forth below is based upon
information furnished to the Company by the respective nominees.
BRYAN K. BEDFORD, age 36, a Class One director, was elected a director
of the Company in September 1995. Mr. Bedford has been President and Chief
Executive Officer of the Company since August 1995. Mr. Bedford was
President and Chief Executive Officer of Business Express, Inc. from
February 1994 to July 1995. He served as Executive Vice President and
Chief Financial Officer of Phoenix Airline Services, Inc. from June 1992 to
January 1994, and as Vice President and Chief Financial Officer of WestAir
Holding, Inc. from January 1990 to May 1992. From September 1988 to December
1989, Mr. Bedford was Vice President of Finance of Aspen Airways, Inc.
RAYMOND J. VECCI, age 54, a Class One director, was appointed as a
director of the Company in November 1997 to fill a vacancy created by the
resignation of Donald A. Washburn in November 1997. Mr. Vecci has served as
Executive Vice President, Customer Service of Northwest Airlines, Inc. since
July 1997. Mr. Vecci was President and Chief Executive Officer of Carnival
Airlines from January 1997 to July 1997. He served as Chairman, President
and Chief Executive Officer of Alaska Air Group and Alaska Airlines, Inc.
from September 1990 until February 1995, and various other capacities with
Alaska Airlines since 1975.
RAYMOND W. ZEHR, JR., age 51, a Class One director, was elected a
director of the Company in June 1995. Mr. Zehr has served as Vice President
of Pohlad Companies since 1987, and in various other capacities in Pohlad
Companies since 1971. He is also Chief Investment Manager of CRP Holdings,
LLC, and Vice President of CRP Sports, Inc., the managing general partner of
the Minnesota Twins baseball club. Prior to December 31, 1993, Mr. Zehr
also served as a director and/or officer of various bank holding companies
affiliated with the Pohlad family.
<PAGE>
INFORMATION ABOUT CONTINUING DIRECTORS
The following information regarding the directors of the Company whose
terms do not expire at the meeting is based upon information furnished to
the Company by the respective directors.
DONALD E. BENSON, age 68, a Class Two director, was elected a director
of the Company in June 1995. Mr. Benson has served as Executive Vice
President and a director of Marquette Bancshares, Inc. since January 1993
and with predecessor organizations since 1968. He also served as President
of MEI Corporation from 1977 to 1986 and President of MEI Diversified Inc.
from 1986 to 1994. Mr. Benson is also a director of Mass Mutual Corporate
Investors, Mass Mutual Participation Investors, Delta Beverage Group, Inc.,
National Mercantile Bancorp, Champion Air and a director and Vice President
of CRP Sports, Inc., the managing general partner of the Minnesota Twins
baseball club. He also currently serves as Chairman of Health Systems
Minnesota.
CHRISTOPHER E. CLOUSER, age 46, a Class Three director, was elected a
director of the Company in August 1995. Mr. Clouser has served as Senior
Vice President-Administration of Northwest Airlines, Inc. since September
1996. He joined Northwest in April 1991. Mr. Clouser has previously held
officer positions at Bell Atlantic, Hallmark Cards, U.S. Sprint and United
Telecom. Mr. Clouser is also a director of Delta Beverage Group, Inc.;
Mintertainment, Inc.; Epilepsy Foundation of America; the Greater
Minneapolis Chamber of Commerce; CRP Sports, Inc., the managing partner of
the Minnesota Twins Baseball Club; and Marquette Bancshares, Inc.
RICHARD B. HIRST, age 54, a Class Two director, was elected a director
of the Company in August 1995. Mr. Hirst has been Senior Vice
President-Corporate Affairs at Northwest Airlines Corporation and Northwest
Airlines, Inc. since July 1994. From 1990 to 1994, Mr. Hirst was Senior
Vice President, General Counsel of Northwest Airlines, Inc. From 1986 to
1990, Mr. Hirst was Vice President, General Counsel and Secretary at
Continental Airlines.
CARL R. POHLAD, age 82, a Class Two director, was elected a director of
the Company in February 1995. Mr. Pohlad has been President and a director
of Marquette Bancshares, Inc. since 1993. Prior to 1993, Mr. Pohlad served
as President and Chief Executive Officer of Marquette Bank Minneapolis and
Bank Shares Incorporated. Mr. Pohlad was Chairman of the Board of MEI
Corporation from 1972 to 1986, and Chairman of the Board of MEI Diversified
Inc. from 1986 to 1994. Mr. Pohlad is also an owner, director and the
President of CRP Sports, Inc., the managing general partner of the Minnesota
Twins baseball club, and is a director of Genmar Holdings, Inc.
ROBERT C. POHLAD, age 44, a Class Three director, was elected a
director of the Company in September 1995. Mr. Pohlad has served as
President of Pohlad Companies since 1987. Currently he is also Chief
Executive Officer and director of Delta Beverage Group, Inc., and a director
of Grow Biz International, Inc., North Central Life Insurance Company and
Northwest Airlines Entertainment
<PAGE>
COMMITTEES
The Board of Directors has established Executive, Audit, Compensation,
Nominating and Affiliated Transactions Committees. The current members of
the Executive Committee were appointed on August 20, 1997 and the current
members of each of the other committees were appointed in September 1995,
except for Raymond J. Vecci, who was appointed to the Audit Committee on
November 12, 1997. The members of the Executive Committee are Bryan K.
Bedford, Christopher E. Clouser and Carl R. Pohlad. The Executive Committee
is delegated the full and complete powers of the Board of Directors to act
in place of the full Board during all periods between regularly scheduled
meetings of the Board and at any other time at which a meeting of the full
Board is not practicable for any reason.
The members of the Audit Committee are Robert C. Pohlad, Raymond J.
Vecci and Raymond W. Zehr, Jr. The Audit Committee is empowered by the
Board of Directors to review the financial books and records of the Company
in consultation with the Company's accounting staff and its independent
auditors and to review with the accounting staff and independent auditors
any questions raised with respect to accounting and auditing policy and
procedures.
The members of the Compensation Committee are Donald E. Benson,
Christopher E. Clouser and Raymond W. Zehr, Jr. The Compensation Committee
is authorized by the Board of Directors to establish general levels of
compensation for all employees of the Company, to set the annual salary of
each of the executive officers of the Company, to grant options and to
otherwise administer the Company's stock option plans, and to review and
approve compensation and benefit plans of the Company. The Compensation
Committee consists exclusively of non-employee directors.
The members of the Nominating Committee are Bryan K. Bedford, Richard
B. Hirst and Carl R. Pohlad. The Nominating Committee is authorized by the
Board of Directors to recommend the structure and makeup of the Board of
Directors and recommends the nomination of members to the Board of Directors
to fill vacancies or for election by the shareholders of the Company.
Pursuant to the Company's Bylaws, the Nominating Committee will consider
nominees proposed by shareholders in accordance with the procedures outlined
in the Bylaws.
The members of the Affiliated Transactions Committee are Donald E.
Benson, Robert C. Pohlad and Raymond W. Zehr, Jr. The Affiliated
Transactions Committee is authorized by the Board of Directors to make
recommendations to the Board of Directors on any actions relating to
Northwest Airlines, Inc. or its affiliates.
During the fiscal year ended March 31, 1998, the Board of Directors
held six meetings, the Executive Committee held four meetings, the
Compensation Committee held two meetings, the Audit Committee held one
meeting, and the Affiliated Transactions Committee held one meeting. Each
of the directors attended at least 75% of the meetings of the Board and each
committee of which he was a member held during the period of his Board
membership in the fiscal year ended March 31, 1998.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive a fee of $1,500
per quarter and are reimbursed for out-of-pocket expenses incurred in
performing their duties as directors, except for the Northwest Airlines,
Inc. designees, Messrs. Clouser, Hirst and Vecci, who do not receive
director's fees. Mr. Carl R. Pohlad received $127,268 as compensation for
serving as Chairman of the Board during the fiscal year ended March 31,
1998. Messrs. Carl L. Pohlad, Benson, Robert C. Pohlad, and Zehr were
each automatically granted options to purchase 9,000 shares of the Company's
Common Stock under the 1996 Director Stock Option Plan on November 6, 1997,
at an exercise price of $14.25 per share. Mr. Carl R. Pohlad was also
granted an option to purchase 9,000 shares of the Company's Common Stock
under the 1996 Director Stock Option Plan on August 20, 1997, at an exercise
price of $12.42 per share. The options have a term of six years and become
fully exercisable on the first anniversary of the date of grant. Messrs.
Clouser, Hirst and Vecci have waived their rights to receive options under
the 1996 Director Stock Option Plan.
<PAGE>
APPROVAL OF AN AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK
By action taken effective May 22, 1998, the Board of Directors adopted
the following resolution, which would increase the authorized Common Stock
of the Company to 60,000,000 shares, $.01 par value, from the 25,000,000
shares currently authorized, subject to approval by the shareholders.
RESOLVED, that Section 3.01 of Article III of the Amended and Restated
Articles of Incorporation of Mesaba Holdings, Inc. shall be amended in
its entirety to read as follows:
3.01 The aggregate number of shares of Common Stock which
this corporation shall have the authority to issue is sixty
million (60,000,000) shares of Common Stock each with $.01 par
value. Such shares shall be designated as this corporation's
"Common Stock."
A proposal to approve the amendment will be presented to shareholders
at the annual meeting. Approval of the amendment requires the affirmative
vote of the holders of a majority of the shares of Common Stock represented
at the meeting.
As of June 30, 1998, ___________ shares of Common Stock were issued and
outstanding, and ____________ shares of Common Stock were reserved for
issuance upon exercise of stock options and warrants, including warrants
issued to Northwest Aircraft, Inc. for the purchase of a total of 2,716,692
shares. In addition, the Company has committed to issue a warrant for the
purchase of 1,435,230 shares of Common Stock to Northwest Airlines, Inc. or
an affiliate, subject to shareholder approval of the amendment increasing
the Company's authorized Common Stock. See "Certain Transactions" below.
Unless the amendment is approved by shareholders, the Company will have an
insufficient number of shares of Common Stock authorized for issuance.
Other than existing stock options and warrants and the warrant to be issued
to Northwest Airlines, the Company has no intention or commitment to issue
any additional shares as of the date of this Proxy Statement. The Board
believes, however, that it is desirable to have the additional shares
available for possible future financing or acquisition transactions, stock
splits, recapitalizations, and other general corporate purposes. The Board
believes that the availability of such shares for issuance in the future
will give the Company greater flexibility and permit such shares to be
issued without the expense and delay of holding a shareholders' meeting.
Under Minnesota law, the Company may issue shares of Common Stock in such
amounts, at such times, for such consideration, and on such terms and
conditions as the Board of Directors deems advisable.
The additional authorized shares of Common Stock would be available for
issuance by the Board without further shareholder authorization, except as
may be required by law or by the rules of the Nasdaq Stock Market or any
other quotation system or stock exchange on which the Common Stock may then
be listed. The shareholders of the Company do not have any preemptive right
to purchase or subscribe for any part of any new or additional issuance of
the Company's securities. There are at present no specific understandings,
arrangements or agreements with respect to any transactions that would
require the Company to issue any new shares of its Common Stock, other than
the warrant to be issued to Northwest Airlines.
Although not intended as an anti-takeover device, issuing additional
shares of Common Stock could impede a non-negotiated acquisition of the
Company by diluting the ownership interests of a substantial shareholder,
increasing the total amount of consideration necessary for a person to
obtain control of the Company or increasing the voting power of friendly
third parties.
<PAGE>
COMPANY STOCK PERFORMANCE
The following graph provides a five-year comparison of the total
cumulative returns for the Company's Common Stock, the CRSP Index for the
Nasdaq Stock Market (U.S. companies), and the CRSP Index for air carriers
traded on the Nasdaq Stock Market. The CRSP Indexes are prepared by the
Center for Research in Security Prices of the University of Chicago. The
total cumulative return for each period is based on the investment of $100
on March 31, 1993, assuming compounded daily returns and the reinvestment of
all dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 03/31/93 03/31/94 03/31/95 03/31/96 03/31/97 03/31/98
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mesaba Holdings, Inc. 100.0 101.2 92.8 297.5 307.4 831.3
Nasdaq Stock Index 100.0 107.9 120.1 163.0 181.2 275.2
Air Carrier Index 100.0 93.8 100.3 183.2 129.4 211.3
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of June 30, 1998, by (i) each person known
to the Company to own beneficially more than 5% of its Common Stock, (ii)
each director and nominee for director of the Company, (iii) each executive
officer named in the Summary Compensation Table, and (iv) all directors and
executive officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares shown. For
the purposes of this proxy statement, beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission, and
includes any shares as to which the person has sole or shared investment
power and any shares which the person has the right to acquire within 60
days of June 30, 1998, through the exercise of any stock option or other
right.
Name and address Number Percentage
of beneficial owner of shares owned
- ----------------------------- -------------- ------------
Northwest Aircraft Inc. (1) 7,899,613 (1) %
Minneapolis-Saint Paul
International Airport
Saint Paul, Minnesota 55411
Carl R. Pohlad 2,092,965 (2) %
Pohlad Companies
60 South Sixth Street, Suite 3800
Minneapolis, Minnesota 55402
Bryan K. Bedford 252,375 (3) %
Raymond W. Zehr, Jr. 120,000 (4) *
John S. Fredericksen 39,750 (5) *
Robert H. Cooper 30,750 (6) *
Donald E. Benson 30,000 (7) *
F. Darrell Richardson 21,682 (8) *
Robert C. Pohlad 15,000 (9) *
Scott L. Durgin 4,200 *
Christopher E. Clouser 0 0
Richard B. Hirst 0 0
Raymond J. Vecci 0 0
All directors and executive 2,606,722 (10) %
officers as a group (12 persons)
__________________________________
* Less than 1%.
(1) An indirect subsidiary of Northwest Airlines Corporation. Includes
2,242,500 shares representing portions of warrants exercisable within
60 days. See "Certain Transactions."
(2) Includes 24,000 shares which may be purchased pursuant to director
stock options exercisable within 60 days.
(3) Includes 210,666 shares which may be purchased pursuant to stock
options exercisable within 60 days.
(4) Consists of 105,000 shares which may be purchased pursuant to an option
issued by Carl R. Pohlad to Mr. Zehr and 15,000 shares which may be
purchased pursuant to a director stock option exercisable within 60
days.
<PAGE>
(5) Includes 21,750 shares which may be purchased pursuant to stock
options exercisable within 60 days.
(6) Includes 9,000 shares which may be purchased pursuant to stock
options exercisable within 60 days.
(7) Includes 5,250 shares held in trust and 15,000 shares which may be
purchased pursuant to director stock options exercisable within 60
days.
(8) Includes 21,450 shares which may be purchased pursuant to stock options
exercisable within 60 days.
(9) Consists of shares which may be purchased pursuant to a director stock
option exercisable within 60 days.
(10)Includes shares which are owned indirectly and shares which may be
issued pursuant to stock options exercisable within 60 days. See notes
2 through 10 above.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires directors
and executive officers of the Company and persons who own more than 10% of
the Company's Common Stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership
of the Company's Common Stock. Initial reports are required to be filed
within 10 days of an individual becoming a director, executive officer or
owner of 10% or more of the Company's Common Stock. Reports of changes in
ownership are required to be filed within the first 10 days of the month
succeeding the month in which a change occurs. Raymond J. Vecci did not file
an initial report of ownership upon his appointment as a director. Mr.
Vecci subsequently filed a Form 5 report showing that he does not
beneficially own any of the Company's Common Stock. To the Company's
knowledge, all other Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners required through
the end of the Company's fiscal year ended March 31, 1998 were completed.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table discloses the annual and long-term compensation
received in each of the last three fiscal years by (i) all persons serving
in the capacity of Chief Executive Officer of the Company during the last
fiscal year, (ii) by the Company's executive officers serving at the end of
the last fiscal year whose salary and incentive compensation exceeded
$100,000 in the last fiscal year, and (iii) by any executive officer of the
Company who resigned during the last fiscal year whose salary and incentive
compensation exceeded $100,000 in the last fiscal year.
<TABLE>
<CAPTION>
Long-term
Annual Compensation Compensation
Awards
Securities
Name and Principal Fiscal Incentive Underlying All Other
Position Year Salary Compensation(1) Options/# Compensation
- --------------------- ------- --------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Bryan K. Bedford 1998 $283,389 $140,000 0 $19,916 (2)
President and Chief 1997 250,263 185,000 112,500 81,026 (2)
Executive Officer of 1996 153,900 200,000 487,500
the Company and Mesaba
Aviation
F. Darrell Richardson 1998 $143,699 $65,000 22,500 $ 0
Vice President, 1997 125,000 62,500 30,000 0
Operations of Mesaba 1996 65,078 35,000 112,500 0
Aviation
John S. Fredericksen 1998 $134,764 $65,000 22,500 $ 2,015 (3)
Vice President, 1997 125,000 62,500 22,500 1,672 (3)
Administration, General 1996 104,866 25,000 0 1,030 (3)
Counsel and Secretary of
the Company and Mesaba
Aviation
Robert H. Cooper 1998 $102,153 $55,000 15,000 $ 1,512 (3)
Vice President and 1997 80,923 41,000 22,500 272 (3)
Chief Financial Officer 1996 38,173 18,750 30,000 0
of the Company and
Mesaba Aviation
Scott L. Durgin 1998 $ 98,269 $50,000 0 $ 346 (3)
Vice President, 1997 23,423 20,000 37,500 0
Customer Service of 1996 - - - -
Mesaba Aviation
</TABLE>
____________________
<PAGE>
(1) Incentive compensation for services rendered has been included as
compensation for the year earned even though a portion of such
compensation was actually paid in the following year. Incentive
compensation is based upon the achievement by the Company of certain
profitability and operational goals as described under "Compensation
Committee Report on Executive Compensation."
(2) Consists of moving expenses and matching contributions made by the
Company on behalf of such executive officer pursuant to the Company's
401(k) Retirement Savings Plan.
(3) Consists of matching contributions made by the Company on behalf of
such executive officer pursuant to the Company's 401(k) Retirement
Savings Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth, as to each executive officer named in the
Summary Compensation Table, certain information with respect to stock
options granted during the fiscal year ended March 31, 1998.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------
Number of Potential Realizable Value
Securities Percent of Total at Assumed Annual Rates of
Underlying Options Granted Stock Price Appreciation
Options to Employees Exercise Expiration for Option Term(2)
Name Granted(1) in Fiscal Year Price($/sh) Date 5% 10%
- --------------------- ---------- ---------------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Bryan K. Bedford - - - - -
F. Darrell Richardson 22,500 13.0% $ 9.50 7/07/03 72,695 164,921
John S. Fredericksen 22,500 13.0% $ 9.50 7/07/03 72,695 164,921
Robert H. Cooper 15,000 8.7% $ 9.50 7/07/03 48,464 109,947
Scott L. Durgin - - - - -
</TABLE>
____________________
(1) Represents options granted under the Company's 1986 or 1994 Stock
Option Plan.
(2) These amounts are based on the assumed rates of appreciation as
suggested by the rules of the Securities and Exchange Commission and
do not represent a prediction by the Company of future stock prices.
Actual gains, if any, on stock option exercises are dependent upon the
future performance of the Company's Common Stock. The closing price
per share of the Company's Common Stock on June 30, 1998, as quoted on
the Nasdaq National Market, was $ .
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth, as to each executive officer named in
the Summary Compensation Table, certain information with respect to the
exercise of stock options during the fiscal year ended March 31, 1998 and
the value of unexercised stock options held at the end of such fiscal year.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options at
Acquired Value March 31, 1998 March 31, 1998(2)
Name on Exercise Realized(1)(2) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bryan K. Bedford 38,709 $ 470,960 233,166 328,125 $ 3,597,651 $ 4,935,906
F. Darrell Richardson 28,500 $ 360,625 22,500 114,000 $ 364,220 $ 1,660,557
John S. Fredericksen 55,500 $ 392,783 53,250 11,100 $ 163,412 $ 516,537
Robert H. Cooper 16,500 $ 225,651 0 51,000 $ 0 $ 695,838
Scott L. Durgin 7,500 $ 83,125 0 30,000 $ 0 $ 360,640
</TABLE>
____________________
(1) The exercise price of options granted under the Company's option plans
<PAGE>
may be paid in cash or in shares of the Company's Common Stock valued
at fair market value on the date of exercise. In addition, the
exercise price of options granted under the plans may be paid pursuant
to a cashless exercise procedure under which the optionee provides
irrevocable instructions to a brokerage firm to sell the purchased
shares and to remit to the Company, out of the sale proceeds, an
amount equal to the exercise price plus all applicable withholding
taxes.
(2) Value is calculated as the excess of the market value of the Common
Stock at the date of exercise or March 31, 1998, as the case may be,
over the exercise price. The closing price per share of the Company's
Common Stock on March 31, 1998, as quoted on the Nasdaq National
Market, was $20 - 15/16.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of Directors was
an officer, former officer or employee of the Company or its subsidiary
during the fiscal year ended March 31, 1998. No executive officer of the
Company served as a member of the compensation committee or board of
directors of another entity, one of whose executive officers served on the
Company's Compensation Committee or Board of Directors during the fiscal
year ended March 31, 1998.
CERTAIN TRANSACTIONS
Northwest Aircraft Inc. ("Northwest Aircraft"), an indirect subsidiary
of Northwest Airlines Corporation, is the beneficial owner of more than 5%
of the Company's outstanding Common Stock. See "Security Ownership of
Certain Beneficial Owners and Management." Mesaba Aviation, the Company's
wholly owned subsidiary, and Northwest Airlines, Inc. ("Northwest"), an
indirect subsidiary of Northwest Airlines Corporation, are parties to an
Airline Services Agreement, dated as of July 1, 1997 (the "Airlink
Agreement"). The Airlink Agreement provides exclusive rights to designated
service areas and support in acquiring new aircraft and equipment. Mesaba
Aviation became the exclusive provider of Airlink service for Northwest's
Minneapolis/St. Paul hub beginning August 1, 1997. Under the Airlink
Agreement, substantially all of Mesaba Aviation's revenues are collected by
Northwest and remitted to Mesaba Aviation semi-monthly, based on Mesaba
Aviation's available seat miles and the number of revenue passengers
enplaned. Mesaba Aviation's flights appear in Northwest's timetables and
Mesaba Aviation receives ticketing and certain check-in, baggage and
freight-handling services from Northwest at certain airports. Mesaba
Aviation also benefits from its relationship with Northwest through
advertising and marketing programs. In addition, Mesaba Aviation receives
its computerized reservations services from Northwest. The Airlink
Agreement extends through June 30, 2007, and continues indefinitely
thereafter, subject to termination by either party on 365 days notice given
at any time after July 1, 2000.
The Company, Mesaba Aviation and Northwest entered into a Regional Jet
Services Agreement, dated October 25, 1996 and amended April 1, 1998 and
June 2, 1998 (the "Regional Jet Agreement"), under which Mesaba Aviation
operates Avro RJ85 regional jets for Northwest. The aircraft, which are
configured in a 69 seat, two class cabin, are leased or subleased by Mesaba
Aviation from Northwest. The Regional jet Agreement provides for a total of
36 aircraft. Deliveries of the aircraft began in April 1997, at a rate of
approximately one aircraft per month. The aircraft are operated as Northwest
Jet Airlink from the Minneapolis/St. Paul and Detroit hubs according to
routes and schedules determined by Northwest, and all flights are designated
as Northwest flights using Northwest's designator code.
Under the Regional Jet Agreement, Mesaba Aviation is responsible for
providing all flight and cabin crews, dispatch control, aircraft maintenance
and repair services and hull and passenger liability insurance. Northwest
provides passenger and gate check-in, aircraft loading and unloading,
ticketing, ramp services and fuel and fueling services, or will compensate
Mesaba Aviation for providing such services.
As consideration for entering into the Regional Jet Agreement, the
Company issued a warrant to Northwest on October 25, 1996, for the purchase
of 922,500 shares of the Company's Common Stock at an initial exercise
price of $7.25 per share, the closing price of the stock on the date the
warrant was issued. The warrant became fully exercisable in May 1998.
<PAGE>
In connection with the amendments to the Regional Jet Agreement, the
Company issued additional warrants to Northwest on April 1, 1998 and June 2,
1998, for the purchase of 474,192 shares and 1,435,230 shares, respectively,
of the Company's Common Stock at an initial exercise price of $21.25 per
share. The April 1, 1998 warrant becomes exercisable in installments
cumulatively with respect to 1/6th of the shares on each date on which the
thirteenth through eighteenth jet aircraft enter service. The June 2, 1998
warrant becomes exercisable in installments cumulatively with respect to
1/18th of the shares on each date on which the nineteenth through
thirty-sixth jet aircraft enter service, subject to shareholder approval of
the amendment increasing the Company's authorized Common Stock. All three
warrants expire at 5:00 p.m. Minneapolis time, on October 25, 2006.
The Regional Jet Agreement continues in effect until October 25, 2006,
unless terminated earlier in accordance with its provisions. The Regional
Jet Agreement may be terminated immediately by Mesaba Aviation or Northwest
in the event that the other party is the subject of a bankruptcy proceeding
or is divested of a substantial part of its assets. In the event of a
breach of a nonmonetary provision of the Regional Jet Agreement which
remains uncured for a period of more than 30 days after receipt of written
notification of such default, or the breach of a monetary provision which
remains uncured for a period of more than 10 days after receipt of written
notification of such default, the nondefaulting party may terminate the
agreement. Northwest may terminate the Regional Jet Agreement as of the
sixth anniversary of the effective date of the first jet aircraft lease if
Northwest gives a termination notice to Mesaba Aviation not less than 180
days nor more than 365 days prior to such sixth anniversary. Northwest may
also terminate the Regional Jet Agreement in the event of certain lease and
other performance defaults, change in control events, revocation or failure
to obtain DOT certification, or failure to elect a chief executive officer
of the Company and Mesaba Aviation reasonably acceptable to Northwest.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee consists of three independent, non-employee
directors appointed by the Board of Directors. The current members of the
Compensation Committee were elected by the Board of Directors in September
1995, and consequently did not participate in decisions pertaining to
compensation made prior to their joining the Board. The Committee has been
authorized by the Board of Directors to set the annual salary and incentive
compensation of each of the executive officers of the Company, to grant
stock options to officers and key employees under the Company's option plans
and to review and approve overall compensation levels and benefit plans of
the Company. The full Board of Directors generally does not review the
Compensation Committee's decisions relating to executive compensation except
in the event that such decisions require the adoption of certain documents
or specific plans.
COMPENSATION PHILOSOPHY
The Company's executive compensation policies, as endorsed by the
Compensation Committee, are designed to:
- Attract, motivate and retain executives whom the Committee
believes are critical to the long-term success of the Company;
- Reward individual contributions to the Company's accomplishment
of certain profit and operational goals;
- Promote a pay-for-performance philosophy by placing a
significant portion of total compensation "at risk" while
providing a level of compensation opportunity that is
competitive with companies of similar profitability, complexity
and size; and
- Provide an opportunity to own the Company's Common Stock so that
executives will have common interests with the Company's
shareholders.
The Compensation Committee believes that each of these factors is
important to the financial performance of the Company. In implementing its
executive compensation program, the Company and the Committee seek to link
executive compensation directly to earnings performance and, consequently,
to increases in shareholder value.
<PAGE>
The components of the Company's current executive compensation program
are comprised of base salary, cash incentive compensation and long-term
incentive awards in the form of stock option grants.
BASE SALARY AND CASH INCENTIVE COMPENSATION
The Compensation Committee establishes the base salary and incentive
compensation of the Chief Executive Officer and approves the salaries and
incentive compensation of the other executive officers as recommended by the
Chief Executive Officer. Base salary levels, including that of the Chief
Executive Officer, are reviewed annually by the Committee and adjusted
based upon competitive market factors and the officer's ability to
contribute to the overall success of the Company's mission. Incentive
compensation is based on the individual's contribution to the Company's
annual performance, as measured against goals to be determined at the
beginning of each fiscal year and approved by the Board. Incentive
compensation generally will not exceed 50% of an individual's base salary,
although senior executive officers may on occasion receive a larger portion
of their total compensation through incentive compensation than from salary,
thereby placing a greater percentage of their compensation at risk while
more closely aligning their interests with the interests of the Company's
shareholders. The Chairman, with the approval of the Compensation
Committee, may authorize special incentive payments.
In making its compensation decisions for fiscal 1998, the Compensation
Committee considered individual job performance and the financial
performance of the Company and did not use any predetermined formula or
assign any particular weight to any specific factors in setting
compensation.
The fiscal 1998 base salary of Bryan K. Bedford, the Company's Chief
Executive Officer, was increased from $270,000 to $280,000 based on an
in-depth market analysis of the top nine regional carriers conducted by an
outside consulting firm. Mr. Bedford's achievement against stated financial
and operating objectives was also a consideration in determining his base
salary adjustment. Mr. Bedford's fiscal 1998 cash incentive compensation
was $140,000.
LONG-TERM INCENTIVE COMPENSATION
The Company's stock option program is intended to strengthen the
Company's ability to attract and retain key employees and to furnish
additional incentives to such persons by encouraging them to become owners
of Common Stock. The Committee believes that stock option grants allow
executives and key employees to participate in the success of the Company
and link their interests directly with those of the shareholders. If there
is no price appreciation in the Company's Common Stock, option holders
receive no benefit, because stock options are granted with an exercise price
equal to the fair market value of the Common Stock on the day of grant. The
number of stock options granted to executives, including the Chief Executive
Officer, is based primarily on base salary level, the number of options
previously granted, individual performance and the Company's financial
performance during the year. The executive officers named in the Summary
Compensation Table who received options in fiscal 1998 were granted options
principally to secure their commitment to the future success of the Company.
Respectfully submitted,
THE COMPENSATION COMMITTEE
Donald E. Benson
Christopher E. Clouser
Raymond W. Zehr, Jr.
RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as
independent auditors for the Company for the year ending March 31, 1999. A
proposal to ratify that appointment will be presented to shareholders at the
<PAGE>
annual meeting. Ratification of the appointment requires the affirmative
vote of the holders of a majority of the shares of Common Stock represented
at the meeting. If the shareholders do not ratify the selection of Arthur
Andersen LLP, another firm of independent public accountants will be
selected by the Board of Directors. Representatives of Arthur Andersen LLP
will be present at the meeting, will have an opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions from shareholders in attendance.
VOTING OF PROXIES AND EXPENSES
The Board of Directors recommends that an affirmative vote be cast in
favor of each of the proposals listed on the proxy card.
The Board of Directors knows of no other matters that may be brought
before the meeting which require submission to a vote of the shareholders.
If any other matters are properly brought before the meeting, however, the
persons named in the enclosed proxy or their substitutes will vote in
accordance with their best judgment on such matters.
Expenses incurred in connection with the solicitation of proxies will
be paid by the Company. The proxies are being solicited principally by
mail. In addition, directors, officers and regular employees of the Company
may solicit proxies personally or by telephone, for which they will receive
no consideration other than their regular compensation. The Company will
also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting material to the beneficial owners of Common Stock of the
Company and will reimburse such persons for their expenses so incurred.
SHAREHOLDER PROPOSALS
Shareholders wishing to present proposals for action by the
shareholders at the next annual meeting must present such proposals at the
principal offices of the Company not later than March , 1999. Due to
the complexity of the respective rights of the shareholders and the Company
in connection with inclusion of shareholder proposals in the Company's proxy
materials, any shareholder desiring to propose such an action is advised to
consult with his or her legal counsel with respect to such rights. It is
suggested that any such proposals be submitted by certified mail, return
receipt requested.
Dated: July 15, 1998
<PAGE>
