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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000914121-03-001353.txt : 20031017
<SEC-HEADER>0000914121-03-001353.hdr.sgml : 20031017
<ACCEPTANCE-DATETIME>20031016205308
ACCESSION NUMBER:		0000914121-03-001353
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20031014
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031017

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MESA AIR GROUP INC
		CENTRAL INDEX KEY:			0000810332
		STANDARD INDUSTRIAL CLASSIFICATION:	AIR TRANSPORTATION, SCHEDULED [4512]
		IRS NUMBER:				850302351
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-15495
		FILM NUMBER:		03944764

	BUSINESS ADDRESS:	
		STREET 1:		410 NORTH 44TH STREET
		STREET 2:		SUITE 700
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85008
		BUSINESS PHONE:		6026854000

	MAIL ADDRESS:	
		STREET 1:		410 NORTH 44TH STREET
		STREET 2:		SUITE 700
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85008

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MESA AIRLINES INC
		DATE OF NAME CHANGE:	19950426
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>me680271-8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

                       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 (Date of earliest event reported):  October 14, 2003



                              Mesa Air Group, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



             Nevada                    0-15495              85-0302351
- --------------------------------------------------------------------------------
  (State or Other Jurisdiction       (Commission        (I.R.S.  Employer
        of Incorporation)            File Number)       Identification No.)



410 North 44th Street, Suite 700, Phoenix, Arizona             85008
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)



Registrant's Telephone Number, Including Area Code:       (602) 685-4000
                                                   -----------------------------



                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

ITEM 5.     OTHER EVENTS AND REGULATION FD DISCLOSURE

      On October 14, 2003, Mesa Air Group, Inc. ("Mesa") issued two press
releases. The first press release announced Mesa's intention to commence an
exchange offer for all the outstanding shares of Atlantic Coast Airlines
Holdings, Inc. ("ACA"), as well as its filing of a preliminary consent statement
to nominate a slate of directors to replace the current ACA board. The second
press release made public a letter delivered by Mesa to ACA's Board of
Directors. A copy of each press release is attached as Exhibit 99.1 and 99.2
hereto and is incorporated herein by reference.


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            (c) Exhibits:

            99.1 - Press Release, dated October 14, 2003

            99.2 - Press Release, dated October 14, 2003




<PAGE>

                                  SIGNATURES

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


Date:  October 16, 2003                Mesa Air Group, Inc.


                                       By:    /s/ Jonathan G. Ornstein
                                          -----------------------------------
                                          Name:   Jonathan G. Ornstein
                                          Title:  Chairman and Chief
                                                  Executive Officer


<PAGE>

                                  EXHIBIT INDEX



    EXHIBIT NUMBER                 DESCRIPTION
    --------------                 -----------

         99.1                      Press Release,  dated October 14, 2003

         99.2                      Press Release,  dated October 14, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>me680271-ex99_1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                    EXHIBIT 99.1


Press Release

Mesa Air Group Proposes Atlantic Coast Board Slate Committed to Act in
Shareholders' Interests; Intends to Commence Exchange Offer for ACA Shares

PHOENIX, Oct 14, 2003 (BUSINESS WIRE) -- Mesa Air Group, Inc. (Nasdaq: MESA)
today announced that it is filing a preliminary consent statement with the
Securities and Exchange Commission to nominate a slate of directors to replace
current board members of Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI).
The filing will enable Mesa to solicit written consents from ACA shareholders to
vote for seven highly qualified director nominees who, if elected, are committed
to acting in the best interests of all ACA shareholders.

Mesa also intends to commence an exchange offer for all outstanding shares of
ACA, and/or deliver a draft merger agreement to the board of ACA, that each
provide for the exchange of shares at a ratio of 0.9 of a Mesa share for each
outstanding share of ACA common stock.

Jonathan Ornstein, Chairman and Chief Executive Officer of Mesa Air Group, said,
"We are disappointed that we have not received a response from ACA management or
its board of directors to our October 6 letter outlining an acquisition proposal
for ACA. We have made a full and fair proposal to merge with ACA based on a
proven strategy that we believe will result in long-term profitability. Our
focused business model, based on revenue guarantee code share relationships with
major airlines serving hub networks, applied to an enlarged asset base and a
broader portfolio of client partnerships, will offer more balanced revenue
distribution and strong synergies. As the leading operator in the regional
aviation sector, we would have a stronger balance sheet and greater access to
capital to fund our combined growth. Employees of both companies would have a
stronger, more secure employer and greater advancement opportunities; our major
airline customers would benefit from our ability to provide lower cost services;
our shareholders an enhanced capital structure. Consequently, we believe that
both Mesa and ACA shareholders, who would receive shares of Mesa common stock in
the transaction, will benefit from our successful execution of this merger.

"Accordingly, we are taking steps to give ACA shareholders the opportunity to
replace existing directors with those who are committed to fairly considering
our offer or a similarly attractive alternative."

Based on the closing prices of Mesa and ACA common stock on Friday, October 3,
2003, the last trading day before announcement of the Mesa proposal, the offer
represented a 25% premium over the price of shares of ACA common stock on
October 3, and a 35% premium to ACA's average trading price since July 28, 2003
the day ACA announced its change in strategy.

In addition to replacing directors, Mesa will also seek written consent from ACA
stockholders to approve a resolution to repeal any by-laws or amendments that
have been adopted since the last date ACA's by-laws were filed with the SEC
(August 14, 1998).


<PAGE>

Mesa intends to nominate the following seven independent individuals for
election as ACA directors:

      o     Nathaniel A. Davis, Previous President and Chief Operating Officer,
            XO Communications; Director of XM Satellite Radio Holdings Inc.;

      o     Andre V. Duggin, Chairman of the Board of Directors and Chief
            Executive Officer of A.V. Consultants, Inc., an insurance and risk
            management company;

      o     Theodore F. Kahan, Senior Managing Director, El Camino Capital
            Group, a real estate investment company; former Executive Vice
            President of The Davis Companies;

      o     James R. Link, Consultant, JLink Associates, a financial/marketing
            consulting firm; Chief Executive Officer of PAC/AV; and Chief
            Executive Officer of TRW Investments, a venture capital firm; former
            Vice President of Worldwide sales, Raytheon Aircraft Company;

      o     David T. McLaughlin, Chairman of the Board of Directors, Orion
            Safety Products; Chairman of the American Red Cross; previous
            President of Dartmouth College; Director of Viacom, Inc., Orion
            Safety Products and Infinity Broadcasting;

      o     Peter F. Nostrand, Chairman of the Board of Directors, President and
            Chief Executive Officer, SunTrust Banks, Inc., Greater Washington;
            Former President of Crestar Bank Washington, DC and Crestar Bank MD;
            and

      o     Archille R. Paquette, Retired President, Chief Operating Officer,
            Air Midwest, Inc.

About Mesa Air Group

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.

Certain Forward-Looking Statements

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


<PAGE>

expected. The company does not intend to update these forward-looking statements
prior to its next required filing with the Securities and Exchange Commission.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>me680271-ex99_2.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                                                    EXHIBIT 99.2


Press Release

Mesa Air Group Letter to Atlantic Coast Board of Directors

PHOENIX, Oct 14, 2003 (BUSINESS WIRE) -- Mesa Air Group, Inc. (Nasdaq: MESA)
today delivered 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:

We are very disappointed that we have not received a response from Mr. Skeen or
the Board of Directors of Atlantic Coast Airlines Holdings, Inc. ("ACA") to our
letter of October 6, 2003 outlining an acquisition proposal for ACA.
Specifically, we proposed that Mesa Air Group, Inc. ("Mesa") acquire all of the
outstanding stock of ACA in a tax-free transaction whereby Mesa would issue 0.9
of a share of its common stock for each ACA share of common stock. We now feel
compelled to direct this proposal to the ACA Board of Directors.

We have made a full and fair proposal to merge with ACA based on a proven
strategy of long-term profitability. Our focused business model, based on
revenue-guarantee codeshare relationships with major airlines serving hub
networks, applied to an enlarged asset base and a broader portfolio of client
partnerships, will offer more balanced revenue distribution and strong
synergies. As the leading operator in the regional aviation sector, we would
have greater access to capital to fund our combined growth. Employees of both
companies would have a stronger, more secure employer and greater advancement
opportunities; our major airline customers would benefit from our ability to
provide lower cost services; our shareholders an enhanced capital structure.
Consequently, we believe that both Mesa and ACA shareholders, who would receive
shares of Mesa common stock in the transaction, will benefit from our successful
execution of this merger.

We and our advisors are prepared to send you a merger agreement and promptly sit
down to discuss all aspects of our current thinking on the terms and structure
of the transaction. We are committed to working with you to negotiate a
definitive agreement and to complete this transaction as soon as practicable
thereafter.

Although it is our desire to enter into direct discussions about this
transaction with you, because Mr. Skeen has not responded to my letter, we are
now taking steps to give ACA shareholders the opportunity to replace existing
directors with those who are committed to fairly considering our offer or any
similarly attractive alternative that they believe is in the best interests of
ACA


<PAGE>

shareholders. As you know, ACA currently has in place a "poison pill" which
effectively prevents us from consummating an exchange offer directly with your
shareholders. We therefore urge you to remove the "poison pill" and allow your
shareholders the opportunity to voice their opinion on this transaction.

Because we have not yet received a response to our proposal, we are filing with
the Securities and Exchange Commission the necessary documents to commence a
shareholder consent solicitation to replace ACA's current Board of Directors
with independent directors who we believe will give fair consideration to our
attractive proposal. We also intend to file with the SEC an offer to exchange
Mesa shares directly with ACA shareholders.

    Sincerely,

    MESA AIR GROUP, INC.

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

About Mesa Air Group

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.

Certain Forward-Looking Statements

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.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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