SC 13D 1 v084612_sc13d.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
Midwest Air Group, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

597911106
(CUSIP Number)
 
Aryeh Davis, General Counsel
Pequot Capital Management, Inc.
500 Nyala Farm Road, Westport, CT 06880
 
(203) 429-2200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
August 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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 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, as amended (“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.
Pequot Capital Management, Inc.
  I.R.S. Identification Nos. of above persons (entities only) 06-1524885
         
2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) o  
  (b) o  
   
3 SEC Use Only  
    
4 Source of Funds (See Instructions)  
  00  
     
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  
  o  
     
6 Citizenship or Place of Organization  
  Connecticut  
            
  7 Sole Voting Power   2,184,200  
           
Number of 8 Shared Voting Power 0     
           
Shares Beneficially Owned 9 Sole Dispositive Power 2,184,200     
           
    10 Shared Dispositive Power 0    
     
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,184,200
      
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)   8.8%
             
14 Type of Reporting Person (See Instructions) IA
            
 
2

 
Item 1. Security and Issuer
 
This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Midwest Air Group, Inc., a Wisconsin corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 6744 South Howell Avenue, Oak Creek, Wisconsin 53154.
 
Item 2. Identity and Background
 
This Schedule 13D is filed on behalf of Pequot Capital Management, Inc., a Connecticut corporation (the “Reporting Person”). The Reporting Person is an investment adviser registered under the Investment Advisers Act of 1940, and acts as investment adviser to certain accounts over which the Reporting Person exercises discretionary authority (the “Accounts”). The address of the principal business and office of the Reporting Person, and of the Executive Officer, Director and Controlling Person (as defined below) is 500 Nyala Farm Road, Westport, CT 06880.
 
Mr. Arthur J. Samberg is the executive officer, director and the controlling shareholder of the Reporting Person (collectively, the “Executive Officer, Director and Controlling Person”). Mr. Samberg is a citizen of the United States.
 
Neither the Reporting Person nor Mr. Samberg has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
Neither the Reporting Person nor Mr. Samberg has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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

The Reporting Person has acquired 2,184,200 shares of Common Stock in the open market for aggregate consideration of approximately $29,650,838. The funds for the purchase of such Common Stock held by the Accounts were obtained from the contributions of the Accounts’ partners/shareholders.

Item 4.  Purpose of Transaction
 
The Reporting Person considers the shares of Common Stock that it beneficially owns an investment made in the ordinary course of its business. The Reporting Person intends to review on a continuing basis its investment in the Issuer, including the Issuer's business, financial condition and operating results and general market and industry conditions and, based upon such review, may acquire additional Common Stock or other securities of the Issuer, or dispose of Common Stock or other securities of the Issuer, in each case, in the open market, in privately negotiated transactions or in any other lawful manner.
 
On August 13, 2007, the Reporting Person sent a letter to the Issuer (the “August 13 Letter”) stating, among other things, that (1) the Reporting Person has significant concerns regarding the decision of the Issuer’s Board of Directors to pursue an all-cash proposal from a private equity firm and its consortium and (2) the Reporting Person is not convinced that this taxable, all-cash indication of interest is superior to the enhanced cash and stock offer that the Issuer indicated was made by Airtran Holdings, Inc. this past weekend. A copy of the August 13 Letter is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

Item 5.  Interest in Securities of the Issuer
 
(a) The Reporting Person beneficially owns 2,184,200 shares of Common Stock, representing approximately 8.8% of shares of Common Stock outstanding as of July 16, 2007.

(b) The Reporting Person has the sole power to vote or direct the vote of 2,184,200 shares of Common Stock and has the sole power to dispose or direct the disposition of 2,184,200 shares of Common Stock.
 
3


(c) Except as set forth in Schedule I attached hereto and except for the information as set forth or incorporated by reference in Items 3 and 4, which is incorporated herein by reference, the Reporting Person has not effected any transaction relating to the Common Stock during the past 60 days.

(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
Letter dated August 13, 2007 from Pequot Capital Management, Inc. to the Board of Directors of Midwest Air Group, Inc.
 
4


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: August 13, 2007    Pequot Capital Management, Inc.
 
 
 
 
 
 
    /s/ Aryeh Davis
 
Aryeh Davis, Chief Operating Officer,
  General Counsel and Secretary 
 


 
EXHIBIT INDEX


Exhibit 1
Letter dated August 13, 2007 from Pequot Capital Management, Inc. to the Board of Directors of Midwest Air Group, Inc.
 


SCHEDULE I
 
Transactions relating to the common stock, par value $0.01 per share, of Midwest Air Group, Inc., effected by Pequot Capital Management, Inc., in the past 60 days.

Trade Date
 
Transaction
 
Number of Shares
 
Price (USD)
 
Total Amount (USD)
6/11/2007
 
Buy
 
100
 
14.7708
 
1477.58
6/11/2007
 
Buy
 
227
 
14.7708
 
3354.11
6/12/2007
 
Buy
 
8104
 
14.6432
 
118709
6/12/2007
 
Buy
 
1000
 
14.6432
 
14648.2
6/12/2007
 
Buy
 
1200
 
14.6432
 
17577.84
6/12/2007
 
Buy
 
2000
 
14.6432
 
29296.4
6/12/2007
 
Buy
 
6600
 
14.6432
 
96678.12
6/13/2007
 
Buy
 
28010
 
14.5532
 
407775.2
6/13/2007
 
Buy
 
3400
 
14.5532
 
49497.88
6/13/2007
 
Buy
 
4000
 
14.5532
 
58232.8
6/13/2007
 
Buy
 
7000
 
14.5532
 
101907.4
6/13/2007
 
Buy
 
22900
 
14.5532
 
333382.8
6/13/2007
 
Buy
 
6288
 
14.5532
 
91541.96
6/13/2007
 
Buy
 
700
 
14.5532
 
10190.74
6/13/2007
 
Buy
 
200
 
14.5532
 
2911.64
6/19/2007
 
Buy
 
17700
 
15.07
 
267270
6/19/2007
 
Buy
 
2100
 
15.07
 
31710
6/19/2007
 
Buy
 
2800
 
15.07
 
42280
6/19/2007
 
Buy
 
6400
 
15.07
 
96640
6/19/2007
 
Buy
 
21000
 
15.07
 
317100
6/19/2007
 
Buy
 
20800
 
15.0616
 
313385.3
6/19/2007
 
Buy
 
2400
 
15.0616
 
36159.84
6/19/2007
 
Buy
 
3300
 
15.0616
 
49719.78
6/19/2007
 
Buy
 
7600
 
15.0616
 
114506.2
6/19/2007
 
Buy
 
24498
 
15.0616
 
369101.6
6/29/2007
 
Buy
 
7300
 
14.9591
 
109292.7
6/29/2007
 
Buy
 
24100
 
14.9591
 
360815.6
6/29/2007
 
Buy
 
30300
 
14.9591
 
453639.5
6/29/2007
 
Buy
 
3600
 
14.9591
 
53897.76
6/29/2007
 
Buy
 
4700
 
14.9591
 
70366.52
7/25/2007
 
Buy
 
50000
 
13.8
 
691500
7/26/2007
 
Buy
 
50000
 
12.6912
 
636060
7/26/2007
 
Buy
 
49700
 
12.6968
 
633019
7/27/2007
 
Sell
 
2000
 
12.9152
 
25820
7/27/2007
 
Sell
 
9100
 
12.9152
 
117481
7/27/2007
 
Sell
 
72200
 
12.8927
 
929755.7
7/27/2007
 
Sell
 
8400
 
12.8927
 
108171
7/27/2007
 
Sell
 
10400
 
12.8927
 
133926
7/31/2007
 
Buy
 
28000
 
14.1973
 
397524.4
8/1/2007
 
Buy
 
47100
 
13.8838
 
654633.5
8/1/2007
 
Sell
 
6400
 
13.91
 
88990.63
8/1/2007
 
Sell
 
400
 
13.91
 
5561.91
8/3/2007
 
Buy
 
50000
 
13.7525
 
688375
8/6/2007
 
Buy
 
100
 
13.9741
 
1397.91