**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-Q/A**

 

**ý****QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934.**

 

**Forthe quarterly period ended June 30, 2003**

 

**OR**

 

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**Forthe transition period from           to           **

 

**CommissionFile No:  0-17895**

 

**MESABA HOLDINGS, INC.**

 

Incorporated under the laws of Minnesota

 

| **41-1616499**                      |
|-------------------------------------|
| (I.R.S. Employer ID No.)            |
|                                |
| **Fifth Street Towers, Suite 1720** |
| **150 South Fifth Street**          |
| **Minneapolis, MN  55402**     |
| **(612) 333-0021**                  |

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15 (d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes ý    Noo

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act).

 

Yes o    Noý

 

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of the latest practicable date.

 
| **Class**                              |   | **Outstanding  as of August 4, 2003** |
|----------------------------------------|--------|---------------------------------------|
| Common Stock Par value  $.01 per share |   | 20,323,141                            |

 

 

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This amendment toForm 10-Q is filed to correct typographical errors contained in theForm 10-Q filed on August 14, 2003.

 

Part II.

 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

 

(a) Exhibits

 

3A. Restated Articles ofIncorporation.  Incorporated byreference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter endedSeptember 31, 1995.

 

3B. Articles of Amendment tothe Company’s Article of Incorporation. Incorporated by reference to exhibit 3A to the Company’s 10-Q for thequarter ended September 30, 1997.

 

3C. Bylaws.  Incorporated by reference to Exhibit 3.2 tothe Form S-4, Registration No. 333-22977.

 

4A. Specimen certificate forshares of the Common Stock of the Company. Incorporated by reference to Exhibit 4A to the Company’s Form 10-K forthe year ended March 31, 1989.

 

4B. Common Stock PurchaseWarrant dated October 25, 1996 issued to Northwest Airlines, Inc. Incorporatedby reference to Exhibit 4A to the Company’s 10-Q for the quarter endedSeptember 30, 1996.

 

4C. Common Stock PurchaseWarrant dated October 17, 1997 issued to Northwest Airlines, Inc. Incorporatedby reference to Exhibit 4A to the Company’s 10-Q for the quarter endedSeptember 30, 1997.

 

9A. Shareholder’s Agreementregarding election of representative of Northwest Aircraft Inc. to Board ofDirectors.  Incorporated by reference toExhibit 9A to Mesaba’s Registration Statement on Form S-1, Registration No.33-820.

 

10A. FAA Air Carrier OperatingCertificate.  Incorporated by referenceExhibit 10A to Mesaba’s Form 10-K for the year ended March 31, 1989.

 

10B. CAB Part 298Registration.  Incorporated by referenceto Exhibit 10G to Mesaba’s Form 10-K for the year ended March 31, 1987.

 

10C. Airline Services Agreementbetween Mesaba Aviation, Mesaba Holdings, Inc. and Northwest Airlines, Inc.dated July 1, 1997 (certain potions of this agreement are subject to an ordergranting confidential treatment pursuant to Rule 24b-2).  Incorporated by reference to Exhibit 10A tothe Company’s Form 10-Q for the quarter ended September 30, 1997.

 

10D. Regional Jet ServicesAgreement between Mesaba Holdings, Inc., Mesaba Aviation, Inc. and NorthwestAirlines, Inc., dated October 25, 1996 (certain provisions of this agreementare subject to an order granting confidential treatment pursuant to Rule24b-2).  Incorporated by reference toExhibit 10A to the Company’s Form 10-Q for the quarter ended September 30,1996.

 

10E. Foreign Air CarrierOperating Certificates issued May 6, 1991 by the Canadian Department of Transport.  Incorporated by reference to Exhibit 10H tothe Company’s Form 10-K for the year ended March 31, 1991.

 

10F. Facility Lease andOperating Agreement dated April 18, 1988, between the Metropolitan AirportCommission and Mesaba Aviation, Inc. Incorporated by reference to Exhibit 10Kto the Company’s Form 10-K for the year ended March 31, 1989.  Incorporated by reference to Exhibit 10J tothe Company’s Form 10-K for the year ended March 31, 1997.

 

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10G.  Special Facilities Lease dated as of August 1, 1990 betweenCharter County of Wayne, State of Michigan and Mesaba Aviation, Inc.Incorporated by reference to Exhibit 10B to the Company’s Form 10-Q for thequarter ended September 30, 1990.

 

10H. Ground Lease dated August1, 1990 between Charter County of Wayne, State of Michigan and Mesaba Aviation,Inc. Incorporated by reference to Exhibit 10C to the Company’s Form 10-Q forthe quarter ended September 30,1990.

 

10I. Letter Agreement datedDecember 24, 1992 relating to the repurchase of shares of Common Stock fromNorthwest Aircraft, Inc. Incorporated by reference to Exhibit 10EE to theCompany’s Form 10-K for the year ended March 31, 1993.

 

10J. DOT Certificate of PublicConvenience and Necessity dated October 26, 1992.   Incorporated by reference to Exhibit 10FF of the Company’s Form10-K for the year ended March 31, 1993.

 

10K. Stock Purchase Agreementbetween AirTran Corporation and Carl R. Pohlad dated as of October 18,1993.  Incorporated by reference toExhibit 10 of the Company’s Form 8-K dated October 19, 1993.

 

10L. Agreement between AirTranCorporation, Mesaba Aviation, Inc., Northwest Aircraft, Inc., and NorthwestAirlines, Inc. dated May 18, 1995. Incorporated by reference to Exhibit 10A ofthe Company’s Form 8-K as filed May 18, 1995.

 

10M. Preliminary Agreementbetween AirTran Corporation, Mesaba Aviation Inc. and Northwest Airlines, Inc.dated March 8, 1995.  Incorporated byreference to Exhibit 10 of the Company’s Form 8-K as filed March 8, 1995.

 

10N. Term Sheet Proposal forthe Acquisition of Saab 340 Aircraft by Mesaba Aviation, Inc. dated March 7,1996 (certain portions of this document have been deleted pursuant to anapplication for confidential treatment under Rule 24b-2).  Incorporated by reference to Exhibit 10U tothe Company’s Form 10-K/A for the year ended March 31, 1996.

 

10O. Letter Agreement regardingSaab 340B Plus Acquisition Financing dated March 7, 1996 (certain portions ofthis document have been deleted pursuant to an application for confidentialtreatment under Rule 24b-2). Incorporated by reference to Exhibit 10V to the Company’s Form 10-K/Afor the year ended March 31, 1996.

 

10P. Letter Agreement of April26, 1996 relating to Airline Services Agreement between Mesaba Aviation, Inc.and Northwest Airlines, Inc. (certain portions of this document have beendeleted pursuant to an application for confidential treatment under Rule24b-2).  Incorporated by reference toExhibit 10W to the Company’s Form 10-K/A for the year ended March 31, 1996.

 

10Q. Letter Agreement ofOctober 25, 1996 relating to Regional Jet Services Agreement between MesabaAviation, Inc. and Northwest Airlines, Inc. (certain portions of this documenthave been deleted pursuant to an application for confidential treatment underRule 24b-2).  Incorporated by referenceto Exhibit 10A to the Company’s Form 10-Q/A for the quarter ended September 30,1996.

 

10R. Amendment No. 1 toRegional Jet Services Agreement dated April 1, 1998 between Mesaba Holdings, Inc.,Mesaba Aviation, Inc., and Northwest Airlines, Inc. (certain portions of thisdocument have been deleted pursuant to an application for confidentialtreatment under rule 24b-2). Incorporated by reference to Exhibit 10A to the Company’s Form 10-Q for thequarter ended June 30, 1998.

 

10S. Amendment No. 2 toRegional Jet Services Agreement dated June 2, 1998 between Mesaba Holdings,Inc., Mesaba Aviation, Inc. and Northwest Airlines, Inc. (certain portions ofthis document have been deleted pursuant to an application for confidentialtreatment under rule 24b-2). Incorporated by reference to Exhibit 10B to the Company’s Form 10-Q forthe quarter ended June 30, 1998.

 

10T. Lease Agreement, dated asof July 1, 1999, between Kenton County Airport Board and Mesaba Aviation, Inc.Incorporated by reference to Exhibit 10AA to the Company’s Form 10-K for theyear ended March 31, 2000.

 

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10U. Ground Lease, dated as ofSeptember 1, 1999, between Kenton County Airport Board and Mesaba Aviation,Inc. Incorporated by reference to Exhibit 10BB to the Company’s Form 10-K forthe year ended March 31, 2000.

 

10V. Letter Agreement, datedNovember 20, 2001, between Mesaba Holdings, Inc., Mesaba Aviation, Inc. andNorthwest Airlines, Inc. relating to service expansion and ratereductions.  Incorporated by referenceto the Company’s Form 8-K filed November 23, 2001.

 

10W. Agreement and Plan ofMerger among Mesaba Holdings, Inc. Ranger Acquisition Corp. and Big SkyTransportation Co. dated September 26, 2002. Incorporated by reference to the Company’s Form 8-K filed September 27,2002.

 

10X. Employment Agreementbetween Big Sky Transportation Co. and Kim B. Champney, dated April 3,1998.  Incorporated by reference to BigSky’s Form 10-KSB dated September 28, 1999.

 

10Y. Aircraft Hangar FacilityLease Agreement between Metropolitan Airports Commission Minneapolis - St. Pauland Mesaba Aviation, Inc. dated September 30, 2002.  Filed herewith.

 

10Z. Lease between SpectrumInvestment Group, L.L.C. and Mesaba Aviation, Inc. entered into as of April 25,2003.  Incorporated by reference to theCompany's Form 10-Q filed August 14, 2003. 

 

21. Subsidiaries.  Incorporated by reference to Exhibit 21 tothe Company’s Form 10-Q for the quarter ended December 31, 2002.

 

31.1 Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

31.2 Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

32. Certification Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(b) Reports on Form 8-K

 

On May 16, 2003, theCompany filed a report on Form 8-K containing a press release reportingfinancial results for the fiscal year ended March 31, 2003.

 

 

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SIGNATURES

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf of the undersigned, thereunto duly authorized.

 
|                    | Mesaba  Holdings, Inc.                                                                                            |                      |
|-------------------------|-------------------------------------------------------------------------------------------------------------------|---------------------------|
|                    |                                                                                                              |                      |
| Dated:  August 19, 2003 | By:                                                                                                               |  /s/  Robert E. Weil |   |
|                    | Vice  President, Chief Financial Officer and Treasurer  (principal financial officer and an authorized signatory) |
|                         |                                                                                                                   |                           |  |  |

 

 

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Exhibit Index

 

10Y. Aircraft Hangar FacilityLease Agreement between Metropolitan Airports Commission Minneapolis - St. Pauland Mesaba Aviation, Inc. dated September 30, 2002.  Filed herewith.

 

31.1 Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

31.2 Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

32. Certification Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

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