MESABA HOLDINGS, INC.
7501 26th Avenue South
Minneapolis, Minnesota 55450
July 29, 1999
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 Monday, August 23, 1999, at 1:30 p.m.
At the meeting you will be asked to vote for the election of three
Class Two directors and one Class One director 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, 2000.
I encourage you to vote FOR each of the nominees for director 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,
John S. Fredericksen
Interim Chief Executive Officer
<PAGE>
MESABA HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - AUGUST 23, 1999
____________________
The Annual Meeting of Shareholders of Mesaba Holdings, Inc. (the
"Company") will be held at 1:30 p.m. on Monday, August 23, 1999 at the
Minneapolis Marriott City Center Hotel, 30 South Seventh Street,
Minneapolis, Minnesota, for the following purposes:
1. To elect three Class Two directors, each for a term of three
years, and one Class One director for a term of two years.
2. To ratify the appointment of Arthur Andersen LLP as the
Company's independent auditors for the fiscal year ending
March 31, 2000.
3. To transact such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on July 1,
1999, 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 29, 1999
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>
MESABA HOLDINGS, INC.
7501 26th Avenue South
Minneapolis, Minnesota 55450
_____________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
AUGUST 23, 1999
____________________________
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 Monday, August 23, 1999 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 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, 2000, 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, 1999 as the record date for determining the holders of
Common Stock entitled to vote at the meeting. On that date, there were
20,161,141 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 29, 1999.
<PAGE>
ELECTION OF DIRECTORS
Nomination and Classification
The Company's Board of Directors is divided into three separate
classes. The terms of the Class Two directors expire at the meeting and
the Company's Board of Directors has nominated Donald E. Benson, Richard
B. Hirst and Carl R. Pohlad to serve as Class Two directors. Each Class
Two director will be elected to serve until the annual meeting of
shareholders to be held in 2002 and until a successor is elected and
qualified. The Board of Directors has nominated John S. Kern to serve as
a Class One director. Mr. Kern was appointed as a director of the Company
in February 1999 to fill the vacancy created by the resignation of Raymond
J. Vecci, a Class One director. Mr. Kern 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 Three and
Class One directors expire in 2000 and 2001, 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.
Two of the nominees, Richard B. Hirst and John S. Kern, have 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. Christopher E. Clouser, who is currently serving as a director,
is also a Northwest designee. 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.
Donald E. Benson, age 69, a Class Two director, was elected a
director of the Company in June 1995. Mr. Benson has been Executive Vice
President and a director of Marquette Bancshares, Inc. since January 1993
and with predecessor organizations since 1968. He was 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.,
and a director and Vice President of CRP Sports, Inc., the managing artner
<PAGE>
of the Minnesota Twins baseball club. He also currently serves as
Chairman of Health Systems Minnesota.
Richard B. Hirst, age 55, 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 nd Secretary at Continental Airlines.
John S. Kern, age 56, a Class One director, was appointed as a
director of the Company in February 1999 to fill a vacancy created by the
resignation of Raymond J. in February 1999. Mr. Kern has been Vice
President, Regulatory Compliance and Chief Safety Officer of Northwest
Airlines, Inc. since 1998 and was Vice President, Aircraft Operations and
Chief Safety Officer of Northwest Airlines, Inc. from 1995 to 1998. He
joined Northwest in 1991.
Carl R. Pohlad, age 83, 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 was 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 owner, director and
the President of CRP Sports, Inc., the managing general of the Minnesota
Twins baseball club, and is a director of Genmar Holdings, Inc.
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.
Christopher E. Clouser, age 47, a Class Three director, was elected
a director of the Company in August 1995. Mr. Clouser has been Senior
Vice President.Human Resources, Communications and Administration of
Northwest Airlines, Inc. and Northwest Airlines Corporation since
September 1996. From July 1993 to September 1996, he served as Senior Vice
President-Communications, Advertising and Human Resources of Northwest. He
joined Northwest in April 1991. Mr. Clouser has previously held officer
positions at Bell Atlantic Corporation, Hallmark Cards, U.S. Sprint and
United Telecommunications, Inc. He is also a director of Pepsi-Cola Puerto
Rico Bottling Company.
Robert C. Pohlad, age 45, a Class Three director, was elected a
director of the Company in September 1995. Mr. Pohlad has been President
of Pohlad Companies since 1987. He has been Chairman, Chief Executive
Officer and a director of Pepsi-Cola Puerto Rico Bottling Company
since July 1998 and Chief Executive Officer and a director of Delta
Beverage Group, Inc. since 1988. He is also a director of Grow Biz
International, Inc. and North Central Life Insurance Company.
Raymond W. Zehr, Jr., age 52, a Class One director, was elected a
director of the Company in June 1995. Mr. Zehr has been Vice President of
Pohlad Companies since 1987, and in various other capacities in Pohlad
<PAGE>
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. Mr. Zehr is
currently a director of Pepsi-Cola Puerto Rico Bottling Company.
Bryan K. Bedford resigned as the Company's President and Chief
Executive Officer in June 1999 and as a director in July 1999. It is
likely that the person selected to replace Mr. Bedford as President and
Chief Executive Officer will also be appointed to fill Mr. Bedford's
vacancy on the Board of Directors.
Committees
The Board of Directors has established Executive, Audit and Safety,
Compensation, Nominating and Affiliated Transactions Committees. The
current members of the Executive Committee were appointed in October 1995,
except for Christopher E. Clouser, who was appointed in August 1997. The
current members of each of the other committees were appointed in
September 1995, except for John S. Kern, who was appointed to the Audit
and Safety Committee in February 1999.
The members of the Executive Committee are 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 Board expects to appoint a third member
to the Executive Committee. The new member is likely to be the person
appointed to fill the vacancy created by the resignation of Bryan K.
Bedford from the Board.
The members of the Audit and Safety Committee are Robert C. Pohlad,
John S. Kern and Raymond W. Zehr, Jr. The Audit and Safety 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 Committee is also empowered to review
safety and regulatory compliance issues.
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 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 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
<PAGE>
Board expects to appoint a third member to the Nominating Committee. The
new member is likely to be the person appointed to fill the vacancy created
by the resignation of Bryan K. Bedford from the Board.
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 on any actions relating to Northwest
Airlines, Inc. or its affiliates.
During the fiscal year ended March 31, 1999, the Board of Directors
held five the Executive Committee held five meetings, the Compensation
Committee held two meetings and the Audit and Safety Committee held one
meeting. Each of the directors attended at least 75% of the meetings of the
Board and each committee of as a member held during the period of his
Board membership in the fiscal year ended March 31, 1999.
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. Clouse, Hirst and Kern, who do not receive
director's fees. Mr. Carl R. Pohlad received $206,000 as compensation for
serving as Chairman of the Board during the fiscal year ended March 31,
1999. Mr. Carl R. Pohlad was automatically granted to purchase 18,000
shares of the Company's Common Stock, and Messrs. 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
on November 6, 1998, at an exercise price of $18.00 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 Kern have
waived their rights to receive options under the 1996 Director Stock
Option Plan.
<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, 1994, assuming compounded daily returns and the reinvestment
of all dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 03/31/94 03/31/95 03/31/96 03/31/97 03/31/98 03/31/99
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mesaba Holdings, Inc. 100.0 91.7 293.9 303.7 821.4 525.4
Nasdaq Stock Index 100.0 111.3 151.1 167.8 254.4 342.4
Air Carrier Index 100.0 107.1 195.9 138.4 226.1 162.8
</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, 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 compensation Table, and (iv) all directors and
executive officers as a group. Unless otherwise indicated, the
information is as of June 30, 1999 and each person 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, 1999, through
the exercise of any stock option or other right
Name and address Number Percentage
of beneficial owner of shares owned
- ----------------------------- -------------- ------------
Northwest Airlins Corp. (1) 9,330,625 (1) 39.1%
2700 Lone Oak Pkwy
Eagan, Minnesota 55121
Wellington Management Company, LLP 2,242,050 (2) 11.1%
75 State
Street Boston, MA 02109
Carl R. Pohlad 1,904,715 (3) 9.4%
Pohlad Companies
60 South Sixth Street, Suite 3800
Minneapolis, Minnesota 55402
Bryan K. Bedford 314,375 1.6%
Raymond W. Zehr, Jr. 159,000 (3) *
John S. Fredericksen 51,750 (4) *
F. Darrell Richardson 40,900 (5) *
Donald E. Benson 33,750 (3) *
Robert H. Cooper 32,650 (6) *
Robert C. Pohlad 24,000 (3) *
Scott L. Durgin 11,500 (7) *
Christopher E. Clouser 0 0
Richard B. Hirst 0 0
John S. Kern 0 0
All directors and executive 2,572,640 (8) 12.7%
officers as a group (12 persons)
__________________________________
* Less than 1%.
<PAGE>
(1)Consists of 5,657,113 shares held by an indirect subsidiary, Northwest
Aircraft, Inc., and warrants to purchase 3,673,512 shares exercisable
within 60 days held by an indirect subsidiary, Northwest Airlines, Inc.
(2)As of March 31, 1999, the most recent publicly available information.
Wellington Management Company, LLP, in its capacity as an investment
advisor, may be deemed to beneficially own these shares, which are held
of record by its clients. Wellington Management Company, LLP has shared
power to dispose or to direct the disposition of all of these shares and
has shared power to vote or to direct the vote of 1,167,650 of these shares.
(3)Includes 9,000 shares which may be purchased pursuant to director stock
options exercisable within 60 days.
(4)Includes 25,500 shares which may be purchased pursuant to stock options
exercisable within 60 days.
(5)Consists of shares which may be purchased pursuant to stock options
exercisable within 60 days.
(6)Includes 6,000 shares which may be purchased pursuant to stock options
exercisable within 60 days.
(7)Includes 7,500 shares which may be purchased pursuant to stock options
exercisable within 60 days.
(8)Includes shares which may be purchased pursuant to stock options
exercisable within 60 days. See notes 3 through 7 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. John S. Kern did
not file an initial report of ownership upon his appointment as a director.
Mr. Kern 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, 1999 were completed.
<PAGE>
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) any executive officer of the
Company who resigned during the last fiscal 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>
John S. Fredericksen 1999 $141,135 $40,000 15,000 $ 4,079 (2)
Interim Chief Executive 1998 134,764 62,500 22,500 2,015 (2)
Officer; Vice President, 1997 125,000 25,000 22,500 1,672 (2)
Administration; general
Counsel and Secretary of
the Company and Mesaba
Aviation
Bryan K. Bedford (3) 1999 $278,269 $112,000 20,000 $ 3,469 (2)
Former President and Chief1998 266,538 140,000 0 $19,916 (4)
Executive Officer of 1997 250,263 185,000 112,500 81,026 (4)
the Company and Mesaba
Aviation
F. Darrell Richardson 1999 $152,135 $45,000 15,000 $ 0
Vice President, 1998 143,699 65,000 22,500 $ 0
Operations of Mesaba 1997 125,000 62,500 30,000 0
Aviation
Robert H. Cooper (5) 1999 $118,269 $38,400 15,000 $ 3,172 (2)
Vice President and 1998 102,153 55,000 15,000 $ 1,512 (2)
Chief Financial Officer 1997 80,923 41,000 22,500 272 (2)
of the Company and
Mesaba Aviation
Scott L. Durgin 1999 $104,135 $33,600 15,000 $ 1,559 (2)
Vice President, 1998 98,269 50,000 0 346 (2)
Customer Service of 1997 23,423 20,000 37,500 0
Mesaba Aviation
</TABLE>
____________________
(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 matching contributions made by the Company on behalf of
such executive officer pursuant to the Company's 401(k) Retirement
Savings Plan.
(3) Mr. Bedford resigned as an officer of the Company and Mesaba Aviation
in June 1999.
(4) 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.
(5) Mr. Cooper tendered his resignation as an officer of the Company and
Mesaba Aviation effective October 1, 1999.
<PAGE>
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, 1999.
<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>
John S. Fredericksen 15,000 10.3% $ 23.00 5/20/04 $117,333 $266,189
Bryan K. Bedford 20,000 13.8% $ 23.00 5/20/04 $156,444 $354,918
F. Darrell Richardson 15,000 10.3% $ 23.00 5/20/04 $117,333 $266,189
Robert H. Cooper 15,000 10.3% $ 23.00 5/20/04 $117,333 $266,189
Scott L. Durgin 15,000 10.3% $ 23.00 5/20/04 $117,333 $266,189
</TABLE>
____________________
(1) Represents options granted under the Company's 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, 1999, as quoted on
the Nasdaq National Market, was $12.75.
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, 1999 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, 1999 March 31, 1999(2)
Name on Exercise Realized(1)(2) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John S. Fredericksen 0 $ - 13,500 46,500 $ 66,231 $ 143,289
Bryan K. Bedford 226,354 $3,859,582 88,062 209,835 $ 598,062 $ 1,369,074
F. Darrell Richardson 32,900 $ 456,883 35,100 83,401 $ 292,126 $ 459,770
Robert H. Cooper 4,500 $ 67,500 9,000 52,500 $ 63,654 $ 223,725
Scott L. Durgin 7,500 $ 84,998 4,500 33,000 $ 20,202 $ 80,808
</TABLE>
____________________
(1) The exercise price of options granted under the Company's option plans
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
<PAGE>
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, 1999, as the case may be,
over the exercise price. The closing price per share of the Company's
Common Stock on March 31, 1999, as quoted on the Nasdaq National
Market, was $13-13/32.
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, 1999. 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, 1999.
CERTAIN TRANSACTIONS
Northwest Airlines Corporation is the beneficial owner of more than
5% of the 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, Inc., 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 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 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. As of June 30, 1999, Mesaba Aviation had
taken delivery of 28 of the aircraft. The aircraft are operated as
Northwest Jet Airlink from the Minneapolis/St. Paul, Detroit and Memphis
hubs according to routes and schedules determined by Northwest, and all
flights are designated as 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
<PAGE>
maintenance and repair services and hull and passenger liability insurance.
Northwest provides passenger 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. In connection with the amendments to 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 becames fully exercisable
in October 1998. 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.
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.
<PAGE>
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.
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 1999, the
Compensation Committee considered individual job performance and the
<PAGE>
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 1999 base salary of bryan K. Bedford 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 1999 cash incentive compensation was $112,000. Mr.
Bedford's fiscal 2000 base salary continued at $280,000.
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 1999 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.
<PAGE>
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, 2000. A
proposal to ratify that appointment will be presented to shareholders at
the 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
If a shareholder wishes to present a proposal for consideration for
inclusion in the proxy statement for the 2000 annual meeting, the proposal
must be sent by certified mail, return receipt requested, and must be
received at the executive offices of the Company no later than March 17,
2000. All proposals must conform to the rules and regulations of the SEC.
The SEC recently amended Rule 14a-4, which governs the Company's use of
discretionary voting authority with respect to other shareholder proposals.
SEC Rule 14a-4(c)(1) provides that, if the proponent of a shareholder
proposal fails to notify the Company at least 45 days prior to the month
and day of the mailing of the prior year's proxy statement, the proxies of
the Company's management would be permitted to use their discretionary
authority at the Company's next annual meeting if the proposal were raised
at the annual meeting without any discussion of the matter in the proxy
statement. For purposes of the Company's 2000 annual meeting, the deadline
is May 31, 2000.
Dated: July 29, 1999
<PAGE>
MESABA HOLDINGS, INC.
7501 26TH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55450
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having duly received the Notice of Annual Meeting
and the Proxy Statement dated July 29, 1999, hereby appoints John S.
Fredericksen and Jon R. Meyer as proxies (each with the power to act alone
and with the power of substitution and revocation), to represent the
undersigned and to vote, as designated below, all common shares of Mesaba
Holdings, Inc. held of record by the undersigned on July 1, 1999, at the
annual meeting of shareholders to be held on Monday, August 23, 1999,
at the Marriott City Center Hotel, 30 South Seventh Street, Minneapolis,
Minnesota, at 1:30 p.m., and at any adjournments thereof.
1. PROPOSAL TO ELECT THREE CLASS TWO DIRECTORS, EACH FOR A THREE-YEAR
TERM, AND ONE CLASS ONE DIRECTOR FOR A TWO YEAR TERM.
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
Donald E. Benson Richard B. Hirst Carl R. Pohlad John S. Kern
(Class Two) (Class Two) (Class Two) (Class One)
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- ----------------------------------------------------------------------
2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL YEAR
ENDING MARCH 31, 2000.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED ON THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF EACH OF THE NOMINEES FOR
CLASS THREE DIRECTOR LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Please sign exactly as name appears on this card. When shares are
held by joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
Dated:_____________________________
_____________________________
_____________________________
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
