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: February 1, 1999
CCAIR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17486 56-1428192
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(State or other jurisdiction (Commission file Number) (IRS Employee
of incorporation) Identification No.)
P. O. Box 19929, Charlotte, North Carolina 28219-0929
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(Address of principal executive offices)
Registrant's telephone number, including area code (704) 359-8990
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
CCAIR, Inc. has entered into a definitive merger agreement with Mesa
Air Group, Inc., dated as of January 28, 1999, whereby CCAIR, Inc., will become
a wholly-owned subsidiary of Mesa Air Group, Inc. A copy of the press release
announcing the definitive merger is attached as Exhibit 99.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description Reference
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99 Press Release Dated February 1, 1999 Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CCAIR, Inc.
Date: February 1, 1999 /s/ Eric W. Montgomery
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Eric W. Montgomery
Vice President
EXHIBIT 99
FOR IMMEDIATE RELEASE
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FOR: CCAIR, Inc. CONTACT: Eric Montgomery
P. O. Box 19928 704/359-5304
Charlotte, NC 28219-0929 DATE: February 1, 1999
CCAIR, INC. ANNOUNCES ENTERING MERGER AGREEMENT WITH
MESA AIR GROUP, INC.
CHARLOTTE, NC - Feb. 1/PRNewswire/ -- CCAIR, Inc. (NASDAQ:CCAR), an
independent airline operating as US Airways Express in the southeast United
States announced today that it has entered into a definitive Merger Agreement
with Mesa Air Group, Inc. dated as of January 28, 1999, whereby CCAIR will
become a wholly-owned subsidiary of Mesa Air Group. Mesa Air Group, Inc. is a
Phoenix, Arizona based operator of regional airlines including both turboprop
and Canadair Regional Jet equipment. The transaction, valued at approximately
$53 million, reflects a $4.35 per share purchase price, a reduction from $5.40
share price referred to in the press release issued August 28, 1998 announcing
the letter of intent.
Under the terms of the Merger Agreement, upon consummation of the
merger, each outstanding share of CCAIR common stock will be converted into the
right to receive a fraction of a share of Mesa common stock, determined by
dividing $4.35 by the average Mesa share price for a specified ten day trading
period prior to the closing. The conversion is subject to a maximum exchange
ratio of .6214 if the Mesa share price falls below $7.00 and a minimum exchange
ratio of .435 if the Mesa share price exceeds $10.
Kenneth W. Gann, President and Chief Executive Officer of CCAIR, Inc.
stated, "CCAIR is happy to become a part of Mesa Air Group and its regional jet
aircraft growth opportunities. The combination with Mesa should benefit not only
CCAIR's shareholders but also its employees and customers in the Carolinas
region."
The consummation of the Merger is subject to the approval of the CCAIR
stockholders and the Mesa shareholders, certain regulatory approvals and other
conditions, as set forth in the Merger Agreement.
The Merger is expected to be completed by mid May 1999 and is
contemplated to be accounted for as a pooling of interests.
CCAIR is one of the nine US Airways Express carriers. Through a
marketing affiliation with US Airways, US Airways Express passengers receive
through fares, reservation and ticketing services, advance seat assignments and
check baggage through to their final destination.
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US Airways Express operates more than 2,600 daily flights. Members of
US Airways Dividend Miles program earn miles on all US Airways Express flights.
Under a marketing agreement between US Airways and American Airlines, Dividend
Miles members now can use the miles earned while flying US Airways and US
Airways Express for travel on American Airlines and American Airlines'
AAdvantage members can use their miles to fly on US Airways and US Airways
Express flights. Visit US Airways World Wide Web site at www.usairways.com
