United States Securities & Exchange Commission EDGAR Filing

-----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, Od2UMbXp8FvuoOUiLjDRJfTwryMYxrFAacMnT3GqG+WMheGfCtteBBo2gAERpSZC yhDA7H6AqRxzq/AO2UZu7Q== 0001116502-07-000301.txt : 20070213 0001116502-07-000301.hdr.sgml : 20070213 20070213163409 ACCESSION NUMBER: 0001116502-07-000301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: B. RILEY & CO. RETIREMENT TRUST GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: RILEY INVESTMENT PARTNERS MASTER FUND, L.P. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39823 FILM NUMBER: 07610693 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: Riley Investment Partners Master Fund, L.P. CENTRAL INDEX KEY: 0001385084 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD STREET 2: SUITE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D/A 1 mairsc13da.htm SC 13D/A United States Securities & Exchange Commission EDGAR Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Under the Securities Exchange Act of 1934)

(Amendment No. 5)^*

MAIR Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

560635104

(CUSIP Number)

Bryant R. Riley

c/o Riley Investment Management LLC

11100 Santa Monica Blvd., Suite 810

Los Angeles, CA

310-966-1445

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.: ý

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 purpose 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	13D	Page 2


1	Name of Reporting Persons. I.R.S. Identification Nos. of above Person (entities only) Riley Investment Partners Master Fund, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization Cayman Islands
Number of Shares		7	Sole Voting Power 902,304
Beneficially Owned by		8	Shared Voting Power -0-
Each Reporting		9	Sole Dispositive Power 902,304
Person With		10	Shared Dispositive Power -0-
11	Aggregate Amount Beneficially Owned by Each Reporting Person 902,304
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 4.4%¹
14	Type Of Reporting Person (See Instructions) PN

———————

Based on 20,591,840 shares of common stock of MAIR Holdings, Inc. (“MAIR” or the “Issuer”) outstanding at September 30, 2006, as reported in MAIR’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 8, 2006.


CUSIP No. 560635104	13D	Page 3


1	Name of Reporting Persons. I.R.S. Identification Nos. of above Person (entities only) Riley Investment Management LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization Delaware
Number of Shares		7	Sole Voting Power 902,304¹
Beneficially Owned by		8	Shared Voting Power 79,277²
Each Reporting		9	Sole Dispositive Power 902,304¹
Person With		10	Shared Dispositive Power 79,277²
11	Aggregate Amount Beneficially Owned by Each Reporting Person 902,304²
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
13	Percent of Class Represented by Amount in Row (11) 4.4%³
14	Type Of Reporting Person (See Instructions) IA

———————

Because Riley Investment Management LLC has sole investment and voting power over 902,304 shares of Common Stock owned by Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

Riley Investment Management LLC has shared voting and dispositive power over 79,277 shares of Common Stock owned by an investment advisory client of Riley Investment Management LLC. However, Riley Investment Management LLC disclaims beneficial ownership of these shares.


CUSIP No. 560635104	13D	Page 4


1	Name of Reporting Persons. I.R.S. Identification Nos. of above Person (entities only) B. Riley & Co. Retirement Trust
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3	SEC Use Only
4	Source of Funds (See Instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization California
Number of Shares		7	Sole Voting Power 20,848
Beneficially Owned by		8	Shared Voting Power -0-
Each Reporting		9	Sole Dispositive Power 20,848
Person With		10	Shared Dispositive Power -0-
11	Aggregate Amount Beneficially Owned by Each Reporting Person 20,848
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.1%¹
14	Type Of Reporting Person (See Instructions) EP

———————


CUSIP No. 560635104	13D	Page 5


1	Name of Reporting Persons. I.R.S. Identification Nos. of above Person (entities only) Bryant R. Riley
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6	Citizenship or Place of Organization United States Of America
Number of Shares		7	Sole Voting Power 923,152¹
Beneficially Owned by		8	Shared Voting Power 79,277²
Each Reporting		9	Sole Dispositive Power 923,152¹
Person With		10	Shared Dispositive Power 79,277²
11	Aggregate Amount Beneficially Owned by Each Reporting Person 923,152²
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
13	Percent of Class Represented by Amount in Row (11) 4.5%³
14	Type Of Reporting Person (See Instructions) IN

———————

Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.’s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 902,304 shares owned by Riley Investment Partners Master Fund, L.P. Also includes 20,848 shares owned by B. Riley & Co. Retirement Trust. Because Mr. Riley, in his role as Trustee of the B. Riley & Co. Retirement Trust, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 20,848 shares owned by B. Riley & Co. Retirement Trust.

Riley Investment Management LLC has shared voting and dispositive power over 79,277 shares of Common Stock owned by an investment advisory client of Riley Investment Management LLC. Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for the investment advisory clients, Mr. Riley disclaims beneficial ownership of these shares.


CUSIP No. 560635104	13D	Page 6


CUSIP No. 560635104	13D	Page 7

Item 4.

Purpose of the Transaction

Item 4 as previously filed is amended to add the following information:

On February 9, 2007, RIP and RIM and the Issuer entered into the letter agreement (the “Letter Agreement”). Under the Letter Agreement, the Issuer agreed that it would, within three business days of the date of the letter, expand the size of its Board of Directors to eight members and appoint John Ahn as a director as well as a member of the Nominating Committee of the Board. The Issuer also agreed that the for the next vacancy on the Board, the Board would work with Mr. Ahn to appoint a director to fill the vacancy who is mutually acceptable to Mr. Ahn and all other Board members. RIP and RIM agreed that it would cancel and withdraw its demand for a special meeting of MAIR’s shareholders effective as of the date Mr. Ahn is appointed to the Board and Nominating Committee. A copy of the Letter Agreement is attached as Exhibit A and the foregoing description is qualified in its entirety by the Letter Agreement.

Item 5.

Interest in Securities of the Issuer

Item 5 as previously filed is hereby amended to add the following:

(c)

The Reporting Persons have not effected any transactions in Common Stock since their previous Schedule 13D amendment.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 as previously filed is hereby amended to add the following:

On February 9, 2007, RIP and RIM and the Issuer entered into the Letter Agreement. See Item 4 for a description of the Agreement. A copy of the Letter Agreement is attached as Exhibit A and this description is qualified in its entirety by the Agreement.

Item 7.

Material to be filed as Exhibits

Exhibit A

Letter, dated February 9, 2007, from the Issuer to RIP and RIM.


CUSIP No. 560635104	13D	Page 8

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: February 13, 2007


		Riley Investment Partners Master Fund, L.P
			By: Riley Investment Management LLC, its General
			Partner
		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Managing Member


		Riley Investment Management LLC


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, President


		B. Riley & Co. Retirement Trust


		By:	/s/ Bryant R. Riley
			Bryant R. Riley, Trustee





		By:	/s/ Bryant R. Riley
			Bryant R. Riley


CUSIP No. 560635104	13D	Page 9

EXHIBIT A

[MAIR LETTERHEAD]

February 9, 2007

Riley Investment Partners Master Fund, L.P.

Riley Investment Management LLC

11000 Santa Monica Boulevard

Suite 810

Los Angeles, CA 90025

Re:

MAIR Holdings, Inc. Board of Directors

Ladies and Gentlemen:

This letter is in response to your letter, dated January 12, 2006 (the “Special Meeting Notice”), addressed to MAIR Holdings, Inc. ( “MAIR”), demanding that MAIR call a special meeting of its shareholders and is intended to reflect our recent discussions.

MAIR agrees that its Board of Directors (the “Board”) will act within the next three business days to expand the size of the Board from seven members to eight members and that John Ahn will be appointed to the Board to fill the newly created vacancy. In addition, John Ahn will be appointed to the Nominating Committee of the Board.

MAIR agrees that for the first, next vacancy created on the Board (whether by the resignation of a director or otherwise), the Board will work with Mr. Ahn to appoint a director to fill the vacancy who is mutually acceptable to Mr. Ahn and all other Board members.

By your execution of this letter, you agree that your demand for a special meeting of MAIR’s shareholders and related matters as set forth in the Special Meeting Notice is cancelled and withdrawn effective as of the date John Ahn is appointed to the Board and the Nominating Committee. You agree to waive any failure to call a special meeting in the next three business days. MAIR acknowledges that you maintain your right to submit a new demand in the future and otherwise exercise your rights as shareholders.

Regards,

MAIR Holdings, Inc.

/s/ Paul Foley

Paul Foley, CEO

Accepted and agreed to:

RILEY INVESTMENT MANAGEMENT, LLC

By: /s/ John Ahn

John Ahn, Principal


CUSIP No. 560635104	13D	Page 10

RILEY INVESTMENT PARTNERS MASTER FUND, L.P.

By: Riley Investment Management, LLC, its

General Partner

By: /s/ John Ahn

John Ahn, Principal

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