sc13dza

-----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, LlswpqXI/R0q2r3vWztrYy/g2cJvsDdxJu3uRDVWE+l3GRr8MtzEXmVr8tItAvhZ NQEDcLHXSmKDeIjrJRl+Mw== 0000950134-07-015638.txt : 20070723 0000950134-07-015638.hdr.sgml : 20070723 20070723153733 ACCESSION NUMBER: 0000950134-07-015638 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44827 FILM NUMBER: 07993767 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/A 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/A 1 d48270sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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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. 3)*

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, 23^rdFloor
New York, New York 10022

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

July 12, 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).

Page 1 of 12


CUSIP No.		597911106	13D/A


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			1,520,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,520,000

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,520,000

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):

	6.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106	13D/A


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			1,830,800

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,830,800

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,830,800

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):

	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106	13D/A


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			1,830,800

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,830,800

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,830,800

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):

	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106	13D/A


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			1,830,800

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,830,800

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,830,800

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):

	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106	13D/A


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			1,830,800

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,830,800

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,830,800

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):

	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106	13D/A


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			1,830,800

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,830,800

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,830,800

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):

	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT


CUSIP No.		597911106	13D/A


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			1,830,800

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,830,800

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,830,800

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):

	7.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D/A

This Amendment No. 3 (“Amendment”) to Schedule 13D (the “Schedule 13D”), relating to shares of Common Stock, par value $0.01 per share (the “Shares”), of Midwest Air Group, Inc. (the “Issuer ”), is being filed with the Securities and Exchange Commission on behalf of (i) Octavian Master Fund, L.P., a Cayman Islands limited partnership (“Octavian Master”); (ii) Octavian Global Partners, LLC, a Delaware limited liability company (“Octavian Partners”) and general partner of Octavian Master and Octavian Special Master Fund, L.P. (“Octavian Special Master”); (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 (“Octavian Advisors”) and investment manager of Octavian Master and Octavian Special Master; (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” and together with those persons listed in (i)-(vi) above, the “Reporting Persons”).

This Amendment is being filed to amend and restate Items 3, 4, 5 and 7 as follows:

Item 3.

Source and Amount of Funds

As of the date hereof, the Reporting Persons have invested in Shares of the Issuer in the approximate amount of: $25,124,663.09. Currently, all Shares of the Issuer as of the date hereof are held by Octavian Master and Octavian Special 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 July 12, 2007 and on July 18, 2007, the Reporting Persons sent a letter to the Issuer relating to a proposal from AirTran Airways, Inc. to combine AirTran Airways, Inc. with the Issuer. A copy of the letters is attached hereto as Exhibit 3 and Exhibit 4, respectively.

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 1,830,800 Shares of the Issuer, of which 1,520,000 Shares are held by Octavian Master, which represents 7.5% and 6.2%, respectively, of the Issuer’s outstanding Shares, which such percentages were calculated by dividing (i) 1,830,800 and 1,520,000, respectively, by (ii) 24,589,217 Shares outstanding as of May 11, 2007, based upon the Issuer’s Schedule 14D-9 filed with the Securities and Exchange Commission on May 16, 2007.

(b) The Reporting Persons have the power to vote and dispose of the 1,830,800 Shares held by Octavian Master and Octavian Special Master, and Octavian Master has the power to vote and dispose of the 1,520,000 Shares it holds.

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 1,830,800 Shares held by Octavian Master and Octavian Special 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 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 Amendment to Schedule 13D that have not previously been reported by the Reporting Persons.

Exhibit 3		A copy of a letter sent by the Reporting Persons to the Issuer on July 12, 2007.

Exhibit 4		A copy of a letter sent by the Reporting Persons to the Issuer on July 18, 2007.

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: July 23, 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: Name:		/s/ Greg Racz Greg Racz
		Title:		President & Chief Operating Officer\

		OCTAVIAN MANAGEMENT LLC

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

		OCTAVIAN ADVISORS, LP

		By:		Octavian Asset Management, LLC,
		General		Partner

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


		OCTAVIAN ASSET MANAGEMENT LLC

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

		/s/ Greg Racz

		Greg Racz

		/s/ Richard Hurowitz

		Richard Hurowitz

EX-99.1 2 d48270exv99w1.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 July 23, 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 d48270exv99w2.htm TRANSACTIONS IN THE ISSUER'S SECURITIES exv99w2

EXHIBIT 2


			Price Per Share		Number of Shares
Account	Transaction Date		(U.S.$)		Purchased or (Sold)
Octavian Special Master		05/17/07	$	15.4880		20,000
Octavian Special Master		05/21/07	$	15.3800		40,000
Octavian Special Master		05/24/07	$	15.0740		25,000
Octavian Special Master		05/25/07	$	14.8570		7,500
Octavian Special Master		05/31/07	$	15.0210		3,000
Octavian Special Master		06/01/07	$	15.0290		4,000
Octavian Special Master		06/12/07	$	14.5500		10,500
Octavian Special Master		06/14/07	$	15.0080		10,000
Octavian Special Master		06/22/07	$	14.6100		10,000
Octavian Special Master		07/03/07	$	15.2116		40,800
Octavian Special Master		07/10/07	$	14.4995		10,000
Octavian Special Master		07/11/07	$	13.9525		10,000

EX-99.3 4 d48270exv99w3.htm COPY OF A LETTER TO THE ISSUER exv99w3

EXHIBIT 3

July 11, 2007

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

Dear Tim,

We note the results of the recent annual meeting of Midwest Air Group and the company’s press release following the conclusion of voting on the board of director nominees. We were pleased to hear that the company has now acknowledged that its “shareholders have spoken,” that the board is “fully accountable to all Midwest Air Group shareholders” and that it is now willing to meet with AirTran.

At the same time, we note the statement that “our shareholders want us to listen and that is what we intend to do.” Unfortunately, this falls significantly short. While listening is certainly a first step, there should be no mistaking the fact that the board must immediately engage in constructive and good faith negotiations with AirTran to effectuate a mutually beneficial transaction. We emphasize in the strongest terms that we would not take lightly a meeting where Midwest merely listens, reiterates its previous rejection, and does not move forward towards a strategic combination. We believe other shareholders would hold a similar view. If this is the company’s intention, we encourage you to chart a different course.

The reality is that the current AirTran offer is extremely compelling, indeed so compelling that close to sixty percent of shareholders have already affirmatively tendered into the exchange offer. Not only does the proposed transaction continue to be superior for essentially every constituency involved, it is clear that if the board enters into good faith conversations that additional value may be found through a negotiated transaction. We believe it is irresponsible and wrong for the company not to abide by its fiduciary responsibility to engage with AirTran.

This is all the more clear in light of the recent revocation of guidance by the company, even as shareholders were digesting the announcement of the company’s long-term strategic plan. The company’s plan not only contains significant execution risk, it also relies heavily on a variety of variables well beyond the company’s control. In fact, it does not appear that the company has earnings visibility for even a few months. The airline industry is volatile and precarious, and Midwest will be far better able to weather any negative developments in fuel costs, geopolitical stability, economic recession or competitive threats as part of a much larger, combined enterprise. We put little credence in Goldman Sachs’ rosy valuation picture, which presumably relies on projections provided by Midwest. The majority of your shareholders are sophisticated investors who have actually invested capital in Midwest, run their own analysis and concluded that they do not agree with Goldman.

As you are aware, we currently own approximately seven percent of Midwest’s outstanding shares, making us the company’s largest shareholder according to the latest publicly available information. We again call upon the board of Midwest to listen to the actual message sent by shareholders and immediately engage with AirTran.

Sincerely,

/s/ Richard Hurowitz

Richard Hurowitz
Chief Executive Officer

cc:

Board of Directors
David H. Treitel
Richard H. Sonnentag
Ulice Payne, Jr.
Elizabeth T. Solberg
Samuel K. Skinner
John M. Albertine
Jeffrey H. Erickson
Charles F. Kalmbach

EX-99.4 5 d48270exv99w4.htm COPY OF A LETTER SENT TO THE ISSUER exv99w4

EXHIBIT 4

July 18, 2007

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

Dear Tim,

As we indicated to you in our letter of July 11, we believe a failure to negotiate with AirTran is a serious breach of fiduciary responsibility. We have reviewed the materials that were disclosed about the meeting that took place between AirTran and Midwest executives on Monday, and again call upon the board to immediately engage with AirTran.

We have seen various reports regarding the meeting and note that the board has not yet made a statement of any kind. We were surprised and somewhat disturbed, therefore, to see various statements to the press from management indicating that “nothing’s changed as far as our board is concerned”¹ and that “essentially the status quo remains in place.”² These were contradicted by commentary from AirTran indicating that the board asked “thoughtful questions” and was “interested” in the proposal.

Given these conflicting accounts of the meeting, we are concerned that there is a disconnect between the goals of Midwest’s board and its management. Accordingly, we believe it is important for the board to speak directly with shareholders regarding the meeting and the transaction in general and without any spin from management.

Sincerely,

Richard Hurowitz
Chief Executive Officer

cc: Board of Directors

¹ “Midwest says board unmoved by AirTran’s Merger Pitch,” Bloomberg, quoting Carol Skornika, July 16, 2007

² “AirTran execs hope merger with Midwest will fly soon,” The Orlando Sentinel, quoting Carol Skornika, July 17, 2007

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