ATA and World?

[Esprit]

Heard a rumor from a buddy of mine at World that they were looking at acquiring ATA. Or was it the other way around? Any truth to this?

Esprit

 

[Beer&Brauts]

First I've heard of it.

 

[jhflyhi]

I just heard World is being bought by DHL. Everyday we hear a different rumor out on the line.

 

[ACL65PILOT]

That would not be a good one.

 

[njcapt]

I have heard rumblings about World/ATA. In fact, this is exactly what I saw happening after we left bankruptcy.

1 Get DC-10's to replace the decrepit L10 fleet.
2 Solicit interest from current DC-10/757 operators with fixed military bid flying (World, Omni).
3 Sell off all the DC-10's and 757-300's to said entity.
4 Leave remaining 737's and 757-200's on ATA's certificate to fly SWA codeshare stuff (Hawaii, Mexico, Canada, Caribbean).
5 F@#$ over the remaining ATA pilots as much as necessary to achieve 1-4.

While I'm glad I still have a number in place at ATA, I'm much more relieved to have one at AirTran.

 

[Megadeth]

This rumor seems to have some validity. World is supposed to have a big announcement in March.

 

[CCDiscoB]

World is supposed to have a big announcement in March.

really, where did you hear that?

...World ...looking at acquiring ATA. Or was it the other way around?

I'd bet the other way around. The way people are bailing out management. Hummm

 

[bigboeings]

Where are they bailing out of?

 

[ACL65PILOT]

I am guessing that it has to do with the air craft that we just freed up from flying the Air Canada stuff.

 

[HalinTexas]

Fodder for the rumor mill--->

SEC Schedule 13D Dec 4, 2006

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0000902664%252D06%252D002676%252Etxt%26filepath%3D%255C2006%255C12%255C04%255C&symbol=WLDA

On December 4, 2006 CGI delivered a letter to the Issuer expressing its
disappointment with various aspects of the Issuer's performance and operations, and urging the Issuer's board of directors and advisors to maximize shareholder value by immediately embarking on a sale of the company to a strategic or financial buyer. In the event of such a sale, the Reporting Persons would be willing to evaluate taking a co-investment role as an equity investor alongside a financial sponsor or as a mezzanine debt holder. If the board fails to expeditiously pursue a sale process, the Reporting Persons would consider, among other things, seeking board representation at the Issuer's next annual meeting through the election of directors who, subject to their fiduciary duties, are dedicated to maximizing shareholder value through a sale process. A copy of this
letter is attached hereto as Exhibit B and is incorporated herein by reference.

Exhibit B

December 4, 2006

General Ronald R. Fogleman
Chairman of the Board of Directors

World Air Holdings, Inc.
The HLH Building
101 World Drive
Peachtree City, Georgia 30269

Dear Sir:

Funds and accounts managed by Clinton Group Inc. ("Clinton") currently
beneficially own approximately 5% of the outstanding shares of World Air
Holdings, Inc. ("World Air" or the "Company"). As one of the Company's largest investors, we have a substantial interest in seeing its leadership commit to a clear, determined path to delivering maximum value for all shareholders. We have therefore spent a significant amount of time analyzing the business prospects of the Company and the various options available to the Company, and we endeavor to work constructively with management and the board of directors in discussing our analysis.

I am sure that you and your board share similar sentiments with us regarding the recently announced disappointing Q3 results. Following a poor Q2 2006, we were expecting a significant turnaround in terms of financial results in Q3 2006 to restore our confidence in this management team's ability to execute their business plan. While revenue was relatively in line with our expectations, we were disappointed by the significantly higher expense figures for the quarter. Also, it appears that the operating synergies from the North American acquisition neither have been timely achieved nor at the level of the Company's expectations or our expectations for the magnitude of the revenue base. Management has displayed an inability to secure investor credibility, and, as a
result, the current stock price fails to reflect a business with over $840
million in annual revenues and operating margin potential of 5 to 10%.

Frankly speaking, there are a few things that puzzle us regarding the overall situation. First, the Company has struggled to complete its filings in a timely fashion, which has further delayed a listing on NASDAQ or NYSE. Secondly, the Company has a relatively small float and limited trading volume. Thirdly, the Company has no meaningful equity research coverage, and it appears that management has had difficulty communicating its story and guidance to the street. Fourthly, the cumbersome Sarbanes-Oxley expenses and other public company expenses seem onerous for a Company of this size. Finally, as one of the
largest shareholders of the Company we are frustrated that we have been unable to schedule a timely meeting with management. Taking all of these factors into consideration, we wonder to ourselves why World Air exists as a public entitytoday?

We applaud the board's proactive posture in terms of seeking to maximize value for all shareholders, and we view the Dutch Tender, though the current stock price is not a successful reflection, as a step in the right direction. Unfortunately, since the formation of a special committee and the engagement of Legacy Partners Group in September 2006, there has been limited communication to the shareholders regarding the scope and progress of this undertaking. We believe that a course of action that the board should focus on (and direct its advisors to do) is to maximize value to shareholders by immediately embarking on a sale of the Company to a strategic or financial sponsor. Having spoken to industry experts and potential acquirers, we believe that such a process would attract interested parties at a substantial premium to the current stock price. Given the diversity of our fund strategies at Clinton Group Inc., and our belief in the long-term prospects of the Company, we would welcome an opportunity to evaluate taking a co-investment role as an equity investor alongside a financial sponsor partner or as a mezzanine debt holder.

In addition, the board should compel management to focus on significantly
reducing expenses, enhancing timely reporting procedures and improving the forecasting and communication of future results. Simply put, recent results, delayed reporting and poor guidance are uncceptable.

Our first approach is always to attempt to work constructively with management to share ideas regarding how to deliver value for shareholders, and we have stated that we would possibly participate in certain types of transactions. However, if the board fails to expeditiously pursue our stated course of action, we would consider, among other things, seeking board representation at next year's annual meeting through the election of directors who, subject to their fiduciary duties, are dedicated to maximizing shareholder value through a sale process.

Please feel free to contact Conrad Bringsjord, Managing Director, at
212-377-4224 or Joseph De Perio, Vice President, at 212-739-1833 at Clinton to discuss any and all issues further at your convenience.

Sincerely,

/s/ Conrad Bringsjord
-------------------------
Conrad Bringsjord
Managing Director
Portfolio Manager Event Driven and Activist Investments

SEC SC13D/A Dec 20, 2006

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0000902664%252D06%252D002762%252Etxt%26filepath%3D%255C2006%255C12%255C20%255C&symbol=WLDA

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On December 20, 2006, CMSF delivered a letter to the Issuer informing the Issuer of its intention to appear in person or by proxy at the Issuer's 2007 annual meeting of stockholders to nominate George E. Hall, Conrad Bringsjord and Senator John Breaux as candidates for election to the board of directors. The Reporting Persons currently intend to conduct a proxy solicitation seeking to elect the nominees to the Issuer's board of directors at the annual meeting. In connection therewith, CMSF simultaneously delivered a demand letter to the Issuer seeking to exercise its rights pursuant to Section 220 of the General Corporation Law of the State of Delaware to inspect certain stocklist materials of the Issuer and to make copies or extracts therefrom.


WORLD AIR HOLDINGS REPORTS PRELIMINARY 2006 THIRD QUARTER FINANCIAL RESULTS
PEACHTREE CITY , Ga. ( Dec. 27, 2006 )[/b]

http://news.moneycentral.msn.com/provider/providerarticle.aspx?feed=PR&Date=20061227&ID=6302830

Legacy Partners Group, which was retained to examine various strategic alternatives to enhance shareholder value, is approximately 80 days into the process and has recently incorporated World Air Holdings' 2007 business plan into its analysis. Alternatives that are being evaluated include, but are not limited to, repositioning the company, operating partnerships, potential strategic acquisition or merger opportunities, leveraged recapitalization, and potential sale of the company to a financial or strategic partner.