sc13d

0000950134-07-006580.txt : 20070326 0000950134-07-006580.hdr.sgml : 20070326 20070326160552 ACCESSION NUMBER: 0000950134-07-006580 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 GROUP MEMBERS: GREG RACZ GROUP MEMBERS: OCTAVIAN ADVISORS LP GROUP MEMBERS: OCTAVIAN ASSET MANAGEMENT LLC GROUP MEMBERS: OCTAVIAN GLOBAL PARTNERS LLC GROUP MEMBERS: OCTAVIAN MANAGEMENT LLC GROUP MEMBERS: RICHARD HUROWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST AIR GROUP INC CENTRAL INDEX KEY: 0000948845 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 391828757 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44827 FILM NUMBER: 07718206 BUSINESS ADDRESS: STREET 1: 6744 S HOWELL AVE CITY: OAK CREEK STATE: WI ZIP: 53154 BUSINESS PHONE: 4147474000 FORMER COMPANY: FORMER CONFORMED NAME: MIDWEST EXPRESS HOLDINGS INC DATE OF NAME CHANGE: 19950802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCTAVIAN MASTER FUND, LP CENTRAL INDEX KEY: 0001384683 IRS NUMBER: 980513051 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O OCTAVIAN GLOBAL PARTNERS, LLC STREET 2: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-9520 MAIL ADDRESS: STREET 1: C/O OCTAVIAN GLOBAL PARTNERS, LLC STREET 2: 650 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 d44982sc13d.htm SCHEDULE 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. )*

MIDWEST AIR GROUP, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

597911106

(CUSIP Number)

Octavian Management, LLC
650 Madison Avenue, 26th Floor
New York, New York 10022

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

March 16, 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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 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.		597911106


1	NAMES OF REPORTING PERSONS: Octavian Master Fund, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106


1	NAMES OF REPORTING PERSONS: Octavian Global Partners, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106


1	NAMES OF REPORTING PERSONS: Octavian Management, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106


1	NAMES OF REPORTING PERSONS: Octavian Advisors, LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106


1	NAMES OF REPORTING PERSONS: Octavian Asset Management, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106


1	NAMES OF REPORTING PERSONS: Greg Racz

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106


1	NAMES OF REPORTING PERSONS: Richard Hurowitz

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

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):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Untied States

		7	SOLE VOTING POWER:

NUMBER OF			1,202,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,202,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,202,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	5.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D

Item 1. Security and Issuer

Securities acquired:

Common Stock, $.01 par value (the “Shares”)

Issuer:

Midwest Air Group, Inc.
6744 South Howell Avenue
Oak Creek, Wisconsin 53154

Item 2. Identity and Background

(a) This filing is made on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i) Octavian Master Fund, L.P., a Cayman Islands limited partnership (“Octavian Master”);

(ii) Octavian Global Partners, LLC, a Delaware limited liability company and general partner of Octavian Master (“Octavian Partners”);

(iii) Octavian Management, LLC, a Delaware limited liability company and managing member of Octavian Partners (“Octavian Management”);

(iv) Octavian Advisors, LP, a Delaware limited partnership and investment manager of Octavian Master (“Octavian Advisors”);

(v) Octavian Asset Management, LLC, a Delaware limited liability company and general partner of Octavian Advisors (“Octavian Asset Management”);

(vi) Mr. Greg Racz, a managing member of Octavian Management and Octavian Asset Management (“Mr. Racz”); and

(vii) Mr. Richard Hurowitz, a managing member of Octavian Management and Octavian Asset Management (“Mr. Hurowitz”).

(b) The address of the principal business offices of each of the Reporting Persons is 650 Madison Avenue, 26th Floor, New York, NY 10022.

(c) Octavian Master serves as a master fund investment vehicle for investments by various Delaware limited partnerships and Cayman Islands exempted companies. Octavian Partners serves as general partner to Octavian Master. Octavian Management serves as

managing member of Octavian Partners. Octavian Advisors serves as investment manager to Octavian Master. Octavian Asset Management serves as general partner of Octavian Advisors. The principal occupation of Mr. Razc and Mr. Hurowitz, managing members of Octavian Management and Octavian Asset Management, is investment management.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been 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.

(f) Octavian Master is a Cayman Islands limited partnership. Octavian Partners is a Delaware limited liability company. Octavian Management is a Delaware limited liability company. Octavian Advisors is a Delaware limited partnership. Octavian Asset Management is a Delaware limited liability company. Mr. Racz and Mr. Hurowitz are United States citizens.

Item 3. Source and Amount of Funds

As of the date hereof, the Reporting Persons have invested in Shares of the Issuer in the amount of: $15,929,228.84. Currently, all Shares of the Issuer as of the date hereof are held by Octavian Master. The above amount includes any commissions incurred in making the investments. The source of these funds was the working capital of the Reporting Persons.

Item 4. Purpose of the Transaction

On March 25, 2007, the Reporting Persons sent a letter to management of the Issuer relating to a proposal from AirTran Airways, Inc. to combine the two companies. A copy of the March 25, 2007 letter is attached as Exhibit 3.

The Reporting Persons purchased the Shares based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although Reporting Person has no specific plan or proposal to acquire additional Shares or dispose of the Shares, consistent with its investment purpose, Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations The purpose of the acquisition of the Shares is for investment, and the acquisitions of the Shares were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to AirTran’s proposal to the Issuer, as described above.

Except to the extent the foregoing may be deemed a plan or proposal, Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, the Reporting Persons beneficially own 1,202,000 Shares of the Issuer, which represents 5.0% of the Issuer’s outstanding Shares, which such percentage was calculated by dividing (i) the 1,202,000 Shares beneficially owned by the Reporting Persons as of the date hereof, by (ii) 24,027,070 Shares outstanding as of January 31, 2007, based upon the Issuer’s most recent Form 10-K filed with the Securities and Exchange Commission on March 2, 2007.

(b) The Reporting Persons have the power to vote and dispose of the 1,202,000 Shares held by Octavian Master.

The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 1,202,000 Shares held by Octavian Master. Pursuant to Rule 13d-4, each of the Reporting Persons disclaim all such beneficial ownership.

(c) The transactions in the Issuer’s securities by the Reporting Persons during the sixty days prior to the obligation to file this Schedule 13D are listed as Exhibit 2 attached hereto and made a part hereof.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Not Applicable.

Item 7. Material to be Filed as Exhibits


Exhibit 1		Joint Filing Agreement by and among the Reporting Persons.


Exhibit 2		Transactions in the Issuer’s securities by the Reporting Persons in the sixty days prior to the obligation to file this Schedule 13D.


Exhibit 3		A copy of the March 25, 2007 letter sent by the Reporting Persons to the Issuer.

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 26, 2007


		OCTAVIAN MASTER FUND, L.P.

		By: Octavian Global Partners, LLC
		General Partner

		By: Octavian Management, LLC
		Managing Member

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		OCTAVIAN GLOBAL PARTNERS, LLC

		By: Octavian Management, LLC
		Managing Member

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		OCTAVIAN MANAGEMENT LLC

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		OCTAVIAN ADVISORS, LP

		By: Octavian Asset Management, LLC,
		General Partner

		By:		/s/ Greg Racz
		Name: Greg Racz


		Title: President & Chief Operating Officer

		OCTAVIAN ASSET MANAGEMENT LLC

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		/s/ Greg Racz

		Greg Racz

		/s/ Richard Hurowitz

		Richard Hurowitz

EX-99.1 2 d44982exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares of Midwest Air Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 26, 2007


		OCTAVIAN MASTER FUND, L.P.

		By: Octavian Global Partners, LLC
		General Partner

		By: Octavian Management, LLC
		Managing Member

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		OCTAVIAN GLOBAL PARTNERS, LLC

		By: Octavian Management, LLC
		Managing Member

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer


		OCTAVIAN MANAGEMENT LLC

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		OCTAVIAN ADVISORS, LP

		By: Octavian Asset Management, LLC,
		General Partner

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		OCTAVIAN ASSET MANAGEMENT LLC

		By:		/s/ Greg Racz
		Name: Greg Racz
		Title: President & Chief Operating Officer

		/s/ Greg Racz

		Greg Racz

		/s/ Richard Hurowitz

		Richard Hurowitz

EX-99.2 3 d44982exv99w2.htm TRANSACTIONS IN THE ISSUER'S SECURITIES exv99w2

EXHIBIT 2


	Number of Shares
Transaction Date	Purchased/(Sold)		Price Per Share
3/16/2007		2,000	$	11.6975
3/15/2007		30,000	$	11.8708
3/14/2007		40,000	$	11.6020
3/12/2007		30,000	$	11.5998
3/7/2007		50,000	$	11.4629
3/5/2007		50,000	$	11.8417
2/28/2007		14,800	$	12.3807
2/27/2007		43,400	$	12.8739
2/22/2007		12,700	$	13.6780
2/20/2007		11,900	$	13.6921
2/16/2007		17,200	$	13.6677
2/14/2007		50,000	$	13.8594
2/13/2007		50,000	$	13.7138
2/12/2007		91,600	$	13.7551
2/9/2007		27,800	$	13.8823
2/8/2007		41,900	$	13.7974
2/7/2007		38,700	$	13.8200
2/6/2007		100,000	$	13.9525
2/6/2007		70,700	$	13.7521
2/5/2007		8,400	$	13.6373
2/2/2007		120,900	$	13.6216
2/1/2007		19,500	$	13.3504
1/31/2007		30,500	$	13.2072
1/30/2007		98,000	$	13.1446
1/29/2007		15,200	$	13.1063

EX-99.3 4 d44982exv99w3.htm COPY OF LETTER SENT TO THE ISSUER exv99w3

EXHIBIT 3

March 25, 2007

Mr. Timothy Hoeksema
Chairman and CEO
Midwest Air Group Inc.
6744 South Howell Avenue
Oak Creek, WI 53154

Dear Tim,

It was very nice seeing you when you were in New York. As you are aware, investment funds managed by Octavian currently own in excess of five percent of the shares outstanding of Midwest Air Group Inc. (“Midwest”) and we note the current offer from AirTran Holdings, Inc. (“AirTran”) to combine the two companies. As we expressed to you, Octavian believes that the management team of Midwest, under your leadership, has done an extraordinary job of steering the airline through a time of unprecedented difficulty in the industry while maintaining the highest standards of service to its customers. The many awards received by Midwest and its unusually high brand loyalty are a testament to its world-class product, its outstanding corporate culture and its commitment to excellence.

Octavian does not currently believe that the AirTran proposal reflects the full value of Midwest. We do believe, however, that under the right terms a combination of the two companies makes enormous strategic sense, may bring material synergies, and would significantly de-risk the enterprise for its shareholders, employees, and customers. Octavian believes that a combined Midwest-AirTran could offer a remarkable opportunity to combine the management teams of two of the best run airlines in the country, achieve significant efficiencies, and stimulate more traffic and business in Milwaukee and other core markets. Importantly, as part of a larger company, Midwest would be less susceptible to and better able to deal with the very real threat of new competitive entrants into Milwaukee and would have the benefit of much greater stability in a volatile industry.

In the event AirTran were to materially increase its offer for Midwest Airlines to a level more reflective of the company’s value, we would strongly encourage and expect the board and management team of Midwest to abide by their fiduciary duties and immediately enter into good faith negotiations to effectuate a transaction. We believe that many other shareholders would share that expectation. In the event of a combination, we would also strongly encourage the AirTran board and management to adopt best practices for the combined Midwest-AirTran, including incorporating many of the unique features of Midwest’s product, services and brand that have been developed over the last two decades. We also believe that AirTran would be well served by taking advantage of the unusually strong insight of Midwest’s team by inviting you and other members of the Midwest board and management onto the combined board of directors.

Thank you again and I look forward to speaking with you soon.


		Sincerely,


		Richard Hurowitz
		Chief Executive Officer

cc: Midwest Board of Directors

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