Filed by Mesa Air Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant Rules 14a-12 and 14d-2 of the Securities Exchange
Act of 1934
Subject Company: Atlantic Coast Airlines Holdings, Inc.
Commission File No: 0-21976
Mesa Announcement
PHOENIX, Nov 17, 2003 (BUSINESS WIRE) -- Mesa Air Group, Inc. (Nasdaq: MESA)
today sent the following letter to the Board of Directors of Atlantic Coast
Airlines Holdings, Inc. (Nasdaq: ACAI):
Board of Directors
Atlantic Coast Airlines Holdings, Inc.
45200 Business Court
Dulles, Virginia, 20166
Ladies and Gentlemen:
I am in receipt of your letter dated November 13, 2003.
Firstly, let me say that we are delighted with the results of the non-binding
memorandum of understanding (MOU) that we have recently negotiated with United
Airlines (UAL). The concerns raised in your above-mentioned letter with respect
to certain contract terms previously offered by UAL to Atlantic Coast Airlines
Holdings, Inc. ("ACA"), while interesting, are not particularly relevant to the
Mesa-negotiated version of the MOU. Simply stated, your concerns are either
unfounded or have been addressed satisfactorily.
Finally, contrary to your management's self-serving and incorrect conclusion
that we are working with UAL to try to "squash" your efforts to establish a
low-fare airline at Dulles International Airport, please be assured that the MOU
was negotiated with UAL on an arms length basis with the view to effecting the
acquisition of ACA. The terms of the MOU are in our view in the best interests
of the stockholders of ACA and the combined company in the event a business
combination transaction between ACA and Mesa is consummated.
Sincerely,
/s/ Jonathan G. Ornstein
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Jonathan G. Ornstein
Chairman of the Board & Chief Executive
Officer
About Mesa
Mesa currently operates 150 aircraft with 938 daily system departures to 163
cities, 40 states, the District of Columbia, Canada, Mexico and the Bahamas. It
operates in the West and Midwest as America West Express; the Midwest and East
as US Airways Express; in Denver and the West as United Express; in Denver as
Frontier JetExpress until December 31, 2003; in Kansas City with Midwest Express
and in New Mexico and Texas as Mesa Airlines. The Company, which was founded in
New Mexico in 1982, has approximately 4,000 employees. Mesa is a member of the
Regional Airline Association and Regional Aviation Partners. News releases and
other information about Mesa can be found at the company's web site at
http://www.mesa-air.com.
Safe Harbor
This press release contains various forward-looking statements that are based on
management's beliefs, as well as assumptions made by and information currently
available to management. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable; it can give no
assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, projected or expected. The company does not intend to
update these forward-looking statements prior to its next required filing with
the Securities and Exchange Commission.
SOURCE: Mesa Air Group, Inc.
Mesa Air Group, Inc.
Jonathan Ornstein/Peter Murnane, 602-685-4000
OR
Brunswick Group
Steve Lipin/Tim Payne, 212-333-3810
Additional Information and Where to Find it
More detailed information pertaining to the proposal by Mesa Air Group, Inc.
("Mesa") will be set forth in appropriate filings to be made with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE RELEVANT
DOCUMENTS REGARDING THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the
documents when they become available free of charge at the website maintained by
the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC
by Mesa free of charge by requesting them in writing from Mesa Air Group, Inc.,
410 North 44th Street, Suite 700, Phoenix, Arizona 85008, Attention: Office of
the Corporate Secretary (602-685-4000).
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Mesa and certain other persons named below may be deemed to be participants in
the solicitation of proxies in connection with Mesa's proposed exchange offer
and consent solicitation. The participants in the solicitation may include the
directors and executive officers of Mesa. A detailed list of the names of Mesa's
directors and officers is contained in Mesa's proxy statement for its 2003
annual meeting, which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov).
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As of the date of this communication, none of the foregoing participants,
individually beneficially owns in excess of 5% of Atlantic Coast Airlines
Holdings, Inc. ("ACA") common stock. Except as disclosed above and in Mesa's
proxy statement for its 2003 annual meeting and other documents filed with the
SEC, to the knowledge of Mesa, none of the directors or executive officers of
Mesa has any material interest, direct or indirect, by security holdings or
otherwise, in Mesa or ACA.