Mesa's Letter to ACA's BOD

[dashtrasher]

Mesa Announcement
11/13/2003 2:37:00 PM



PHOENIX, Nov 13, 2003 (BUSINESS WIRE) -- Mesa Air Group, Inc. (MESA) today sent the following letter to the Board of Directors of Atlantic Coast Airlines Holdings, Inc. (ACAI) :

Board of Directors
Atlantic Coast Airlines Holdings, Inc.
45200 Business Court
Dulles, Virginia 20166

Ladies and Gentlemen:


As you are aware, we announced yesterday that we have entered into a memorandum of understanding (MOU) with United Air Lines, Inc. ("United Airlines") which provides that Mesa Air will provide or cause Atlantic Coast Airlines Holdings, Inc. ("ACA") to provide for the operation of regional jet and turboprop aircraft in code-share service under the United Express mark in the event that Mesa Air is successful in its acquisition of ACA. If Mesa Air's nominees are elected pursuant to our consent solicitation, they will have the right to consider the proposal set forth in the above mentioned MOU.

Your stockholders are in a truly unique position today. Very rarely are the stockholders of a publicly held corporation offered such a stark and contrasting choice of strategic courses. One vision, as articulated by your management, is to sever the historically stable and profitable relationship with UAL enjoyed by ACA as an alliance partner and pursue the course of a "startup," low cost air carrier with all risks attendant thereto. Your management's actions ignore, in our opinion, conclusions of leading Wall Street financial analysts who consider the financial projections to be questionable. Another vision, represented by Mesa's proposal, is to return ACA to what it has done best: provide high quality regional air service to major airlines under long-term revenue guaranty agreements. From our vantage point, the choice is straightforward and simple.

We believe that your stockholders are entitled to decide the future of a company in this situation. Accordingly, in our opinion, any action taken by you to impede the ability of your stockholders to make this fundamental choice or to receive a premium for their shares may cause irreparable damage to ACA and stockholder value.

In that regard, both as a significant shareholder and potential bidder for ACA, we are very concerned that in light of your recent announcements you may choose to impede your stockholders ability to continue as a regional carrier by committing to the purchase of inappropriate aircraft. We believe that entering into an aircraft purchase commitment or taking other action that would preclude your stockholders from fairly considering the exchange offer/merger proposal we have previously communicated to you would constitute an impermissible "shark repellant" and would be inconsistent with your fiduciary duties under Delaware law. We believe that by entering into any binding aircraft purchase agreement with penalty clauses or non-refundable deposits the ACA board would be wasting valuable corporate assets and would be acting contrary to the best interests of its stockholders solely for the purpose of entrenching yourselves and management. I am sure you have heard and will continue to hear from your shareholders on this issue.

We urge you to not take any action that would make it more difficult or expensive for stockholders to consider our proposal and receive the premium that would result. We will take such action as is necessary to protect ACA stockholder value and ensure that you comply with your fiduciary duty to the ACA stockholder, including us.

Sincerely,


Jonathan G. Ornstein
Chairman of the Board & Chief Executive Officer

 

[Ben Dover]

Mesa Announcement
11/13/2003 2:37:00 PM

We will take such action as is necessary to protect ACA stockholder value and ensure that you comply with your fiduciary duty to the ACA stockholder, including us.

JO actually cares about the ACA stockholder? Now THAT IS funny!!! All I can say is if the stakeholders at ACA can't see through JO then they derserve to be taken over.

 

[jetexas]

Amazing!! The CEO of one company dictating terms to another.

 

[Mesa Lifer]

Who's hiring......I want away from this f*cker.

-ML

 

[acaTerry]

To: Mr. Johnathon Ornstien, CEO Mesa "Airlines"
123 Imgonnascrewyou Blvd.
Sunnofabithchville, USA 85766

Dear Mr. Lowerstein:

After a long, thoughtful and thorough period of 3 seconds we would like to express our heartfelt and emphatic "Go to he11" in reference to your letter.

Your pitiful attempt to feign an interest in our stockholders is one of the most desperate and deceitful things we have ever witnessed since the days of EAL.

Our "profitable and historic" relationship with UAL is OVER. Yes, it was nice, but so was riding on the Titanic, until it took on water. We do not need or want you or your indecent business practices to be a part of our operation. We have the utmost of confidence in our abilities and in those of our aviation professionals at ACA.

Your subtle intimidation threat is indicative of the ba$tard you truly are. We suggest you go find another fraternity to go get rejected by. You are a big fat nerd who makes himself feel better by deagging others down and lording over them (as you have done to your pilot group).

Perhaps you would be better to go and buy Harley Davidson, Mr. I have 15 motorcycles.

Again, you can go play in the street. Thank you for your interest in Atlantic Coast Airlines. You are welcome to apply for a position in 6 months.

Good Riddens,

The ACAI stockholders who have faith in ACA.

 

[Mesa Lifer]

Normally I have issues with every post that ACATerry puts on this board....until now. Very nice, and good luck.

-ML

P.S.---Forward it to [email protected]

 

[acaTerry]

MesaLifer,
It's never been against you guys, just the ones who stick up for this bum...they pop up every once in a while

 

[tarp]

Mesa / J.O. is a "significant" shareholder as his letter states.

He/they own about 8-11% of ACA stock and so he is entitled to rant and rave as he/they want. In fact, with that much leverage, I believe he/they have to go public.

I don't agree with Mesa/J.O. - I'm just pointing out that they are now ACA investors.

Remember, every dollar that Mesa/United drains from ACA trying to fight off this hostile action is a dollar we can't spend on creating a new airline. Business dealings are ugly but fasinating. Kind of like watching a documentary on Sharks.

Just remember, United doesn't want to lose Dulles. JetBlue doesn't want ACA to steal Dulles away when they saw it as a good opportunity. SWA doesn't want ACA to come in and start playing in their other markets. AirTran and ATA don't want us diluting the market.

It's a rocky road to go from a slightly beloved Regional to a competitive Airline. I think Tom and Kerry are two guys that can do it, but its gonna be tough. Five days to the BIG announcement, let's just hope its a good one!

 

[nimtz]

"Another vision, represented by Mesa's proposal, is to return ACA to what it has done best: provide high quality regional air service to major airlines under long-term revenue guaranty agreements."

Go to this thread dear shareholders and you will see the 'high quality service' that Mr. Orenstein's vision embodies.

http://www.usaviation.com/forums/index.php?showtopic=7825

The whole letter reminds me of Gordon Gecko addressing Teldeyne Paper in Wall Street. Blow me Johnny O, you are a pathetic individual...

 

[DrewBlows]

Here's ACA's response:

DULLES, VA., Nov. 13 /PRNewswire-FirstCall/ -- The Board of Directors of Atlantic Coast Airlines Holdings, Inc. ("ACA") (Nasdaq: ACAI - News) today sent the following letter to the Board of Directors of Mesa Air Group, Inc. ("Mesa") (Nasdaq: MESA - News):
November 13, 2003

Board of Directors
Mesa Air Group, Inc.
410 North 44th Street
Suite 700Phoenix, AZ 85008


Ladies and Gentlemen:

We are in receipt of your letter dated November 13, 2003. Rest assured that we take our fiduciary duties to our stockholders very seriously. The ACA Board has evaluated the Company's strategic direction, including a revised contract with United Airlines and creating an independent low-fare airline.

Since Mesa provided no details with respect to the MOU with United announced yesterday, we can only assume that the terms it agreed to are similar to the terms that ACA's Board previously reviewed and rejected. Some of the more problematic terms in the proposal that United last offered ACA included:

* greater risk over the life of the contract, particularly with respect
to costs that would be required to be borne by ACA but that would be
solely within United's control;
* margins based on operating performance standards that could be reset by
United in its discretion; and
* no assurance that the terms of the non-binding agreement would not be
renegotiated by United when and if it finalizes its reorganization plan
and actually emerges from bankruptcy.


Additionally, we note that Mesa's MOU with United is further evidence that United and Mesa are working together to try to squash ACA's efforts to establish a low-fare, low-cost competitor at Dulles International Airport.

The ACA Board of Directors is well aware of its fiduciary duties and will continue to act in the best interests of ACA stockholders.

Kerry B. Skeen
Chairman & Chief Executive Officer


ACA currently operates as United Express and Delta Connection in the Eastern and Midwestern United States as well as Canada. On July 28, 2003, ACA announced plans to establish a new, independent low-fare airline to be based at Washington Dulles International Airport. The Company has a fleet of 148 aircraft-including a total of 120 regional jets-and offers over 840 daily departures, serving 84 destinations. ACA employs approximately 4,600 aviation professionals.

Statements in this press release and by company executives regarding Mesa's offer and other matters may contain forward-looking information about the Company. A number of risks and uncertainties exist which could cause the Company's actual performance to differ materially from information provided by the Company or its executives. These risks and uncertainties include, among others, the costs of reviewing and responding to the unsolicited offer and consent solicitation, and other impacts of the offer on the Company's operations. Other risks and uncertainties relating to the Company's business and operations include those referred to in the Company's report on Form 10-Q for the period ended June 30, 2003.

The Company has filed with the SEC a preliminary consent revocation statement on Schedule 14A and intends to file its definitive consent revocation statement on Schedule 14A shortly. The definitive consent revocation statement will contain important information about ACA's position regarding Mesa's consent solicitation. You are urged to read carefully the definitive consent revocation statement, which you will receive from the Company after it has been filed, before taking any action or making any decision with respect to Mesa's consent solicitation. You may obtain a copy of the Company's preliminary consent revocation statement on Schedule 14A, and will be able to obtain a copy of the Company's definitive consent revocation statement, when filed, 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 ACA free of charge by requesting them in writing from ACA, 45200 Business Court, Dulles, VA 20166, Attention: Director, Corporate Communications.

Prior to any request for the stockholders of ACA to take any action with respect to Mesa's expression of interest, appropriate filings shall be made with the SEC by both Mesa and ACA, which filings may include a Schedule TO and/or a Schedule 14D-9. These filings will contain important information. You are urged to read them carefully before taking any action or making any decision with respect to Mesa's expression of interest. You will be able to obtain the documents if and when they become available free of charge at the website maintained by the SEC at www.sec.gov.

ACA and certain of its directors and executive officers may be deemed to be participants in the solicitation. A detailed list of the names of ACA's directors and executive officers is contained in ACA's preliminary consent revocation statement, which may be obtained without charge at the website maintained by the SEC at www.sec.gov.

The common stock of parent company Atlantic Coast Airlines Holdings, Inc. is traded on the Nasdaq National Market under the symbol ACAI. For more information about Atlantic Coast Airlines, visit our website at www.atlanticcoast.com.

 

[j41driver]

Here's ACA's response:

DULLES, VA., Nov. 13 /PRNewswire-FirstCall/ -- The Board of Directors of Atlantic Coast Airlines Holdings, Inc. ("ACA") (Nasdaq: ACAI - News) today sent the following letter to the Board of Directors of Mesa Air Group, Inc. ("Mesa") (Nasdaq: MESA - News):
November 13, 2003

Board of Directors
Mesa Air Group, Inc.
410 North 44th Street
Suite 700Phoenix, AZ 85008


Ladies and Gentlemen:

We are in receipt of your letter dated November 13, 2003. Rest assured that we take our fiduciary duties to our stockholders very seriously. The ACA Board has evaluated the Company's strategic direction, including a revised contract with United Airlines and creating an independent low-fare airline.

Since Mesa provided no details with respect to the MOU with United announced yesterday, we can only assume that the terms it agreed to are similar to the terms that ACA's Board previously reviewed and rejected. Some of the more problematic terms in the proposal that United last offered ACA included:

* greater risk over the life of the contract, particularly with respect
to costs that would be required to be borne by ACA but that would be
solely within United's control;
* margins based on operating performance standards that could be reset by
United in its discretion; and
* no assurance that the terms of the non-binding agreement would not be
renegotiated by United when and if it finalizes its reorganization plan
and actually emerges from bankruptcy.


Additionally, we note that Mesa's MOU with United is further evidence that United and Mesa are working together to try to squash ACA's efforts to establish a low-fare, low-cost competitor at Dulles International Airport.

The ACA Board of Directors is well aware of its fiduciary duties and will continue to act in the best interests of ACA stockholders.

Kerry B. Skeen
Chairman & Chief Executive Officer

In other words.....GO FU(K YOURSELF!!!!