8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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 13, 2005

MAIR HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Minnesota	0-17895	41-1616499
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Fifth Street Towers, Suite 1360

150 South Fifth Street

Minneapolis, MN  55402

(Address of Principal Executive Offices, including Zip Code)

(612) 333-0021

Registrant’s Telephone Number, including Area Code

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03.  Bankruptcy or Receivership of Subsidiary.

On October 13, 2005, Mesaba Aviation, Inc. (“Mesaba”), a wholly owned subsidiary of MAIR Holdings, Inc. (“MAIR”), filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the District of Minnesota (the “Bankruptcy Court”) (Case No. 05-39258 (GFK)).  In accordance with the provisions of the Bankruptcy Code, Mesaba will continue to operate its business as a debtor-in-possession.  On October 13, 2005, Mesaba issued a press release relating to its voluntary petition.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Additionally, pursuant to Mesaba’s request for debtor-in possession financing, MAIR has provided a commitment letter and term sheet to Mesaba for such financing.  The total commitment amount under the commitment letter and term sheet is for $35 million of secured debtor-in-possession financing, of which $15 million would be available subject to usual and customary conditions to funding.  The incremental $20 million would be available upon the satisfaction of certain additional conditions, including Mesaba’s delivery of an acceptable five-year business plan by January 31, 2006.  The commitment letter, term sheet and the financing to be provided thereunder are subject to approval by the Bankruptcy Court.  MAIR has engaged the law firm of Haynes and Boone, LLP to advise MAIR regarding Mesaba’s bankruptcy.

Item 9.01.  Financial Statements and Exhibits

(c)    Exhibits.

99.1     Press Release dated October 13, 2005

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SIGNATURES

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

Date: October 13, 2005	By	/s/ Ruth M. Timm
		Ruth M. Timm
	Its	Vice President, General Counsel

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE October 13, 2005

MESABA AVIATION FILES FOR CHAPTER 11

REORGANIZATION TO EXPEDITE RESTRUCTURING

Mesaba will continue normal operations

EAGAN, Minn. (October 13, 2005) – Mesaba Aviation, Inc., a subsidiary company of MAIR Holdings, Inc. (NASDAQ: MAIR), today announced it has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Minnesota.

The company emphasized that it will continue its regular operations to serve customers, honor tickets, and operate its schedule as a Northwest Airlink partner.

“This was a difficult but necessary step; Northwest’s actions since filing bankruptcy along with the continuing distress affecting the entire industry requires us to change and to do so quickly,” said John Spanjers, Mesaba Airlines president and chief operating officer. “The changes imposed on us by Northwest since its filing in September have left us with insufficient revenues to support our cost structure.

“This work will be invisible to our passengers,” Spanjers continued.  “As we go through this process, we will remain focused on delivering the highest levels of safety, reliability and service that our passengers have come to expect from us.”

Prior to its filing, Northwest on September 12th failed to make a semi-monthly payment of approximately $18.5 million due to Mesaba under the Airline Services Agreement (ASA) for services rendered in the last half of August. On the following payment due dates of September 26 and October 11, Northwest made partial payments of $1.6 million and $15.7 million respectively. As a result, Mesaba has a net unsecured claim of approximately $30 million in the Northwest Chapter 11 case.

In addition, Northwest has advised Mesaba that it intends to reduce the number of Avro and Saab aircraft in Mesaba’s fleet and that Mesaba should count on receiving only two of the fifteen new CRJ aircraft committed under the ASA.  Further, Northwest also has notified Mesaba of Northwest’s intent to terminate the sub-leases on all 35 of the Avros.

“The combination of the loss of $30 million of revenue and the reduction in our fleet size by at least 28 percent has left us with no choice but to take this difficult step,” Spanjers said. “We view bankruptcy as a last resort, but a necessary one because no other alternatives would allow us to change as rapidly as we need to.”

“We worked hard to avoid Chapter 11, but we firmly believe this action affords us the best opportunity to restructure our finances and to be successful over the long run,” Spanjers added. “We have valuable assets, including our dedicated employees who

continue to focus on operating a safe, reliable airline. We plan to emerge from this Chapter 11 case as a lean and competitive regional carrier flying for Northwest or other major airlines.”

MAIR Holdings, Mesaba’s parent company, supports the airline’s decision to pursue restructuring through the Chapter 11 process and has, in fact, offered to extend debtor-in-possession financing to Mesaba.

For further information regarding Mesaba’s restructuring, visit www.mesaba-restructuring.com.

ABOUT MESABA AVIATION

Mesaba Aviation, Inc., d/b/a Mesaba Airlines, operates as a Northwest Airlink partner under the new service agreement with Northwest Airlines. Mesaba Aviation serves 109 cities in 29 states and Canada from Northwest’s and Mesaba Aviation’s three major hubs: Detroit, Minneapolis/St. Paul, and Memphis. Mesaba Aviation operates an advanced fleet of 98 regional jet and jet-prop aircraft, consisting of the 69-passenger Avro RJ85 and the 30- 34-passenger Saab SF340.  More information about Mesaba Airlines is available on the Internet at: www.mesaba.com.

ABOUT MAIR HOLDINGS

MAIR Holdings’ primary business units are its regional airline subsidiary Mesaba Aviation, Inc., d/b/a Mesaba Airlines, and its regional airline subsidiary Big Sky Transportation Co., d/b/a Big Sky Airlines.  MAIR Holdings, Inc. is traded under the symbol MAIR on the NASDAQ National Market.  More information about MAIR Holdings is available on the Internet at www.mairholdings.com.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements that are based on the best information currently available to management. These forward-looking statements are intended to be subject to the safe harbor protections of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual developments will be those anticipated by MAIR Holdings, Inc. Actual results could differ materially from those projected because of a number of factors, some of which MAIR Holdings, Inc. cannot predict or control.  For a discussion of some of these factors, please see the ‘Cautionary Note Regarding Forward-Looking Statements’ and ‘Certain Risk Factors Relating to the Company and the Airline Industry’ in the company’s Annual Report on Form 10-K for the year ended March 31, 2005 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

For more information, contact Elizabeth Costello at (651) 367-5264.

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