-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VzMLEZt5r0wKU9e609xa+2S7R6FwqrPL7k+dJIYrS2+BNkB+iRn2WUoY+nbIkAwL w6uu6JVtPjMpBjXPyd1MRA== 0000950135-07-002414.txt : 20070425 0000950135-07-002414.hdr.sgml : 20070425 20070425130421 ACCESSION NUMBER: 0000950135-07-002414 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070425 GROUP MEMBERS: GEORGE J. SCHULTZE GROUP MEMBERS: SCHULTZE ASSET MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAIR HOLDINGS INC CENTRAL INDEX KEY: 0000835768 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 411616499 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39823 FILM NUMBER: 07786853 BUSINESS ADDRESS: STREET 1: FIFTH STREET TOWERS, SUITE 1360 STREET 2: 150 SOUTH FIFTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612 333-0021 MAIL ADDRESS: STREET 1: FIFTH STREET TOWERS, SUITE 1360 STREET 2: 150 SOUTH FIFTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: MESABA HOLDINGS INC DATE OF NAME CHANGE: 19951002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Schultze Master Fund, Ltd. CENTRAL INDEX KEY: 0001315131 IRS NUMBER: 980425156 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CALEDONIAN HOUSE, P.O. BOX 1043 STREET 2: ATTN: SHAREHOLDER SERVICES GROUP CITY: GRAND CAYMAN STATE: E9 ZIP: GT BUSINESS PHONE: 914-701-5260 MAIL ADDRESS: STREET 1: C/O SCHULTZE ASSET MANAGEMENT, LLC STREET 2: 3000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D 1 b65232sasc13d.txt SCHULTZE MASTER FUND, LTD. SCHEDULE 13D (RULE 13d-101) Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* MAIR HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 560635104 (CUSIP Number) George J. Schultze Schultze Asset Management, LLC 3000 Westchester Avenue Purchase, NY 10577 with a copy to: James E. Bedar, Esq. Brown Rudnick Berlack Israels LLP One Financial Center Boston, MA 02111 (617) 856-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 13, 2007 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 560635104 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Schultze Master Fund, Ltd. 98-0425156 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 748,081 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 748,081 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 748,081 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 2 CUSIP No. 560635104 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Schultze Asset Management, LLC 22-3563247 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 879,981 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 879,981 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 879,981 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- 3 CUSIP No. 560635104 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George J. Schultze - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 879,981 EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 879,981 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 879,981 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D Company: MAIR HOLDINGS, INC. CUSIP Number: 560635104 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D ("Schedule 13D") relates to the shares of common stock, par value $.01 per share, (the "Common Stock") of MAIR HOLDINGS, INC., a Minnesota corporation (the "Company"). The principal executive offices of the Company are located at Fifth Street Towers, Suite 1360, 150 South Fifth Street, Minneapolis, MN 55402. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Schultze Master Fund, Ltd., Schultze Asset Management, LLC and George J. Schultze (the "Reporting Persons"). Schultze Asset Management, LLC ("SAM") is (i) a privately held asset management firm, (ii) a limited liability company organized under the laws of Delaware, and (iii) registered as an investment adviser under the Investment Advisers Act of 1940 (File No. 801-62112). SAM's principal business and office address is 3000 Westchester Avenue, Purchase, NY 10577. SAM acts as investment manager for individual and institutional investors through limited partnerships, offshore funds, and managed accounts (the "Managed Accounts"). Schultze Master Fund, Ltd., a Cayman Islands company, is one of SAM's Managed Accounts. Schultze Master Fund, Ltd.'s principal business address is c/o SS&C Fund Services, N.V., Curacao, The Netherlands, Antilles. The directors of Schultze Master Fund, Ltd. are as follows: George J. Schultze, Angelo G. M. Tyrol and Amicorp Management, Ltd. Mr. Tyrol is the Funds Director at Amicorp Curacao N.V. and a citizen of the Dutch Kingdom; Amicorp Curacao N.V.'s business address is Pareraweg 45, P.O. Box 4914, Curacao, The Netherlands, Antilles. Mr. Tyrol's business address is c/o SS&C Fund Services, N.V., Pareraweg 45, P.O. Box 4671, Curacao, The Netherlands, Antilles. Amicorp Management Ltd. is a British Virgin Islands company, with a business address of Marcy Building, 2nd Floor, Purcell Estate, P.O. Box 2416, Road Town, Tortola, British Virgin Islands. George J. Schultze, a citizen of the United States of America, is the Managing Member of SAM, and a director of Schultze Master Fund, Ltd. George J. Schultze exercises sole voting and investment control over SAM. George J. Schultze's business address is 3000 Westchester Avenue, Purchase, NY 10577. This Schedule 13D reports Schultze Asset Management, LLC's and George J. Schultze's indirect beneficial ownership of shares of Common Stock of the Company held by the following Managed Accounts in the indicated amounts: 5
Shares of Common Managed Account Stock of the Company --------------- -------------------- Schultze Master Fund, Ltd. 748,081 AIP Alternative Strategies Funds - 67,119 Alpha Hedged Strategies Fund Arrow Distressed Securities Fund 64,781 TOTAL 879,981
In addition, this Schedule 13D reports the direct ownership of Schultze Master Fund, Ltd. of 748,081 shares of Common Stock of the Company. During the past five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Based on information provided to the Reporting Persons, during the past five years, neither Mr. Tyrol nor Amicorp Management, Ltd. has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All funds used to purchase or acquire securities in the Company came directly from proceeds of investment advisory clients. Since January 1, 2007, pursuant to a series of acquisitions and dispositions the various manages accounts acquired or disposed of shares of the Company's Common Stock, as follows:
NUMBER OF SHARES ACQUIRED MANAGED ACCOUNT DATE (DISPOSED) PRICE --------------- --------- --------------- ------- Arrow Distressed Securities Fund 1/3/2007 1,500 $ 7.48 Arrow Distressed Securities Fund 1/23/2007 26,622 $ 7.70
6 Arrow Distressed Securities Fund 1/30/2007 900 $ 7.42 Arrow Distressed Securities Fund 2/7/2007 1,194 $7.1596 Arrow Distressed Securities Fund 2/8/2007 669 $ 7.05 Arrow Distressed Securities Fund 2/9/2007 1,898 $7.0385 Arrow Distressed Securities Fund 2/12/2007 735 $7.0499 Arrow Distressed Securities Fund 2/16/2007 300 $ 7.00 Arrow Distressed Securities Fund 2/26/2007 828 $ 7.00 Arrow Distressed Securities Fund 2/27/2007 223 $ 7.00 Arrow Distressed Securities Fund 3/7/2007 (1,100) $6.9073 Arrow Distressed Securities Fund 3/26/2007 1,100 $ 6.60 Arrow Distressed Securities Fund 3/27/2007 700 $ 6.60 Arrow Distressed Securities Fund 3/28/2007 400 $ 6.60 Arrow Distressed Securities Fund 3/29/2007 900 $6.5967 Arrow Distressed Securities Fund 4/2/2007 1,500 $ 6.60 AIP Alternative Strategies Funds 1/23/2007 27,401 $ 7.07 - Alpha Hedged Strategies Fund AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 2/7/2007 564 $7.1596 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 2/8/2007 288 $ 7.05 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 2/9/2007 1,032 $7.0385 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 2/12/2007 642 $7.0499 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 3/13/2007 730 $6.9281 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 3/14/2007 16,229 $6.9999 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 4/2/2007 (5,100) $ 6.60 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 4/5/2007 (2,600) $6.5019 AIP Alternative Strategies Funds - Alpha Hedged Strategies Fund 4/9/2007 (600) $ 6.50 Schultze Master Fund, Ltd. 1/23/2007 339,889 $ 7.70 Schultze Master Fund, Ltd. 2/5/2007 500 $ 7.19 Schultze Master Fund, Ltd. 2/7/2007 15,362 $7.1596 Schultze Master Fund, Ltd. 2/8/2007 443 $ 7.05 Schultze Master Fund, Ltd. 2/9/2007 11,770 $7.0385 Schultze Master Fund, Ltd. 2/12/2007 7,923 $7.0499 Schultze Master Fund, Ltd. 2/26/2007 172 $ 7.00 Schultze Master Fund, Ltd. 2/27/2007 3,177 $ 7.00
7 ITEM 4. PURPOSE OF TRANSACTION. As a long-term shareholder of the Company, SAM is disappointed that the Company may, as disclosed in its latest Form 10-Q filed on February 8, 2007, be planning to pursue acquisitions that may be outside of the airline industry using shareholders' cash. Rather than make acquisitions, either within or outside of the airline industry, SAM believes the board's and Company's best course of action would be to distribute any and all cash remaining after the reorganization transaction to shareholders as soon as possible in a tax-efficient manner. Separately, SAM believes that the Company should initiate efforts to sell its Big Sky subsidiary as soon as possible by retaining a nationally recognized investment bank to do so. SAM believes that the preceding two courses of action would serve to maximize value for the benefit of all the owners of the Company. SAM may take additional steps to ensure that the Company implements these actions, including, but not limited to: (a) holding discussions with management, the board of directors of the Company and other shareholders of the Company concerning strategies to maximize shareholder value, (b) initiating proxy proposals, (c) initiating special shareholder meetings, and (d) other measures including litigation. It is SAM's belief that the Company's stock is substantially undervalued based on the amount of cash that would be distributed to shareholders in the event the board implements SAM's suggestions. As such, SAM may also make proposals to the board, seek to change the composition of, or seek representation on, the board, all with the underlying purpose of increasing shareholder value. In addition, the Reporting Persons may acquire additional shares (i) for investment purposes, (ii) to change or influence the control of the Company, and/or (iii) with a view toward a possible acquisition of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) SAM and George J. Schultze (through SAM) beneficially own 879,981 shares of Common Stock of the Company, which represents approximately 5.9% of the issued and outstanding shares of Common Stock of the Company (based upon 14,934,727 shares of Common Stock believed by the Reporting Persons to be issued and outstanding, based upon (i) the 20,591,840 shares issued and outstanding as of December 31, 2006 as reported in the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2006 as filed with the Securities and Exchange Commission (the "SEC") on February 8, 2007 and (ii) the repurchase by the Company of 5,657,113 shares of Common Stock on March 12, 2007 as reported in the Company's Current Report on Form 8-K as filed with the SEC on March 13, 2007). Schultze Master Fund, Ltd. directly owns 748,081 shares of Common Stock of the Company, which represents approximately 5.0% of the issued and outstanding shares of Common Stock of the Company (based upon the 14,934,727 shares of Common Stock believed by the Reporting Persons to be issued and outstanding, as described above). (b) In its capacity as investment manager, and pursuant to revocable investment management agreements between SAM and each Managed Account, SAM has the power to vote and dispose of the Common Stock owned by the Managed Accounts, except as otherwise noted herein. 8 On behalf of the Managed Accounts, SAM has the shared power to vote 879,981 shares, owned by the Managed Accounts, of Common Stock of the Company, and George J. Schultze controls SAM. SAM has the shared power to dispose of 879,981 shares of Common Stock of the Company. Schultze Master Fund, Ltd. has the shared power to vote 748,081 shares of Common Stock of the Company, and has the shared power to dispose of 748,081 shares of Common Stock of the Company. (c) Except as set forth herein, no transactions in the class of securities herein reported were effected by the Reporting Persons during the past sixty days. (d) The Managed Accounts, including Schultze Master Fund, Ltd., may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock indicated by such Managed Account in Item 2, above. However, SAM, as the investment manager of each of the Managed Accounts, ultimately has the right to direct such activities. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in this Schedule 13D, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between the Reporting Persons and any person or entity. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit I. Joint Filing Agreement by and among Schultze Master Fund, Ltd., Schultze Asset Management, LLC and George J. Schultze, dated as of April 24, 2007. 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 24, 2007 SCHULTZE MASTER FUND, LTD. By: /s/ George J. Schultze ------------------------------------ Name: George J. Schultze Title: Director and Managing Member of Investment Manager SCHULTZE ASSET MANAGEMENT, LLC By: /s/ George J. Schultze ------------------------------------ Name: George J. Schultze Title: Managing Member /s/ George J. Schultze ---------------------------------------- George J. Schultze 10 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the undersigned persons hereby agree to the joint filing on behalf of each of them of a Schedule 13D (including any amendments thereto, the "Schedule 13D") with respect to the common stock, $.01 par value, of MAIR Holdings, Inc. Furthermore, each party to this Agreement expressly authorizes each other party to this Agreement to file the Schedule 13D on his or its behalf. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Date: April 24, 2007 SCHULTZE MASTER FUND, LTD. By: /s/ George J. Schultze ------------------------------------ Name: George J. Schultze Title: Director and Managing Member of Investment Manager SCHULTZE ASSET MANAGEMENT, LLC By: /s/ George J. Schultze ------------------------------------ Name: George J. Schultze Title: Managing Member /s/ George J. Schultze ---------------------------------------- George J. Schultze 11 -----END PRIVACY-ENHANCED MESSAGE-----