-----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, B10rmX4grBUP6weGrNk04A6Kd4tg31iKhgyEunQxUkXilkBhlqX4RLWV0mm/WxE+ T8tU1ysy8Bo+eB7H1gp2VA== 0001144204-11-008561.txt : 20110214 0001144204-11-008561.hdr.sgml : 20110214 20110214181829 ACCESSION NUMBER: 0001144204-11-008561 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DUNHAM MONTHLY DISTRIBUTION FUND GROUP MEMBERS: FREDERICK W. GREEN GROUP MEMBERS: GREEN & SMITH INVESTMENT MANAGEMENT L.L.C. GROUP MEMBERS: MICHAEL T. SHANNON GROUP MEMBERS: ROY BEHREN GROUP MEMBERS: THE MERGER FUND GROUP MEMBERS: THE MERGER FUND VL GROUP MEMBERS: WESTCHESTER CAPITAL MANAGEMENT INC /NY/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRTRAN HOLDINGS INC CENTRAL INDEX KEY: 0000948846 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 582189551 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49259 FILM NUMBER: 11608791 BUSINESS ADDRESS: STREET 1: 9955 AIRTRAN BLVD CITY: ORLANDO STATE: FL ZIP: 32827 BUSINESS PHONE: 4073185600 MAIL ADDRESS: STREET 1: 9955 AIRTRAN BLVD CITY: ORLANDO STATE: FL ZIP: 32827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Westchester Capital Management, LLC CENTRAL INDEX KEY: 0001512805 IRS NUMBER: 273790558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 SUMMIT LAKE DRIVE CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 914-741-5600 MAIL ADDRESS: STREET 1: 100 SUMMIT LAKE DRIVE CITY: VALHALLA STATE: NY ZIP: 10595 SC 13G 1 v211299_sc13g.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*
 
AirTran Holdings, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
00949P108
(CUSIP Number)
 
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
þ           Rule 13d-1(b)
           Rule 13d-1(c)
           Rule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Westchester Capital Management, LLC
27-3790558
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    Delaware
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    7,332,400 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    7,332,400 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,332,400 shares of Common Stock of the Issuer (“Shares”) which consist of (i) 7,041,200 Shares held by The Merger Fund, (ii) 46,000 Shares held by The Merger Fund VL and (iii) 245,200 Shares held by the Dunham Monthly Distribution Fund, all of which Westchester Capital Management, LLC may be deemed to beneficially own by virtue of its position as the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    5.4%
12.
Type of Reporting Person (See Instructions)    IA


 
Page 2 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Westchester Capital Management, Inc.
13-3036274
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    Delaware
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    7,332,400 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    7,332,400 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,332,400 Shares which consist of (i) 7,041,200 Shares held by The Merger Fund, (ii) 46,000 Shares held by The Merger Fund VL and (iii) 245,200 Shares held by the Dunham Monthly Distribution Fund, all of which Westchester Capital Management, Inc. may be deemed to have beneficially owned by virtue of its position as the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund, until December 31, 2010.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    5.4%
12.
Type of Reporting Person (See Instructions)    IA


 
Page 3 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
 
The Merger Fund
14-1698547
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    Massachusetts
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    7,041,200 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    7,041,200 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,041,200 Shares
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    5.2%
12.
Type of Reporting Person (See Instructions)    IV


 
Page 4 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
 
The Merger Fund VL
004-3739793
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    Delaware
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    46,000 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    46,000 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
46,000 Shares
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    0.0%
12.
Type of Reporting Person (See Instructions)    IV
 

 
Page 5 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
 
Dunham Monthly Distribution Fund
80-0267077
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    Delaware
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    245,200 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    245,200 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
245,200 Shares
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    0.2%
12.
Type of Reporting Person (See Instructions)    IV


 
Page 6 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
Green & Smith Investment Management L.L.C.
13-3869675
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    Delaware
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    267,100 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    267,100 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
267,100 Shares which consist of 267,100 Shares held by GS Master Trust, all of which Green & Smith Investment Management L.L.C. may be deemed to beneficially own by virtue of its position as investment adviser of GS Master Trust.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    0.2%
12.
Type of Reporting Person (See Instructions)    IA


 
Page 7 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
 
Roy Behren
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    United States
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    7,599,500 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    7,599,500 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,599,500 Shares which consist of (i) 7,041,200 Shares held by The Merger Fund; (ii) 46,000 Shares held by The Merger Fund VL; (iii) 245,200 Shares held by the Dunham Monthly Distribution Fund; and (iv) 267,100 Shares held by GS Master Trust, all of which Roy Behren may be deemed to beneficially own by virtue of his position as Co-President of Westchester Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund, or by virtue of his position as Co-Manager and a member of Green & Smith Investment Management L.L.C., which is the investment adviser of GS Master Trust.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    5.6%
12.
Type of Reporting Person (See Instructions)    IN

 
Page 8 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
 
Michael T. Shannon
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    United States
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    7,599,500 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    7,599,500 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,599,500 Shares which consist of (i) 7,041,200 Shares held by The Merger Fund; (ii) 46,000 Shares held by The Merger Fund VL; (iii) 245,200 Shares held by the Dunham Monthly Distribution Fund; and (iv) 267,100 Shares held by GS Master Trust, all of which Michael T. Shannon may be deemed to beneficially own by virtue of his position as Co-President of Westchester Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund, or by virtue of his position as Co-Manager and a member of Green & Smith Investment Management L.L.C., which is the investment adviser of GS Master Trust.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    5.6%
12.
Type of Reporting Person (See Instructions)    IN


 
Page 9 of 17
 


CUSIP No. 00949P108

1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
 
Frederick W. Green
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)
 
(b) X
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization    United States
Number of
Shares Beneficially
Owned by Each Reporting Person With
5.
Sole Voting Power    None
6.
Shared Voting Power    7,599,500 Shares
7.
Sole Dispositive Power    None
8.
Shared Dispositive Power    7,599,500 Shares
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,599,500 Shares which consist of (i) 7,041,200 Shares held by The Merger Fund; (ii) 46,000 Shares held by The Merger Fund VL; (iii) 245,200 Shares held by the Dunham Monthly Distribution Fund; and (iv) 267,100 Shares held by GS Master Trust, all of which Frederick W. Green may be deemed to have beneficially owned by virtue of his position as President of Westchester Capital Management, Inc., the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund, until December 31, 2010, or by virtue of his position as Manager, until December 31, 2010, of Green & Smith Investment Management L.L.C., which is the investment adviser of GS Master Trust.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares  (See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)    5.6%
12.
Type of Reporting Person (See Instructions)    IN


 
Page 10 of 17
 

Item 1.
 
(a) 
Name of Issuer:
 
AirTran Holdings, Inc.
 
(b) 
Address of Issuer’s Principal Executive Offices:
 
9955 AirTran Blvd.
Orlando, FL 32827

Item 2.
 
(a) 
Name of Person Filing:
 
(i) 
Westchester Capital Management, LLC
 
(ii) 
Westchester Capital Management, Inc.
 
(iii) 
The Merger Fund
 
(iv) 
The Merger Fund VL
 
(v) 
Dunham Monthly Distribution Fund
 
(vi) 
Green & Smith Investment Management L.L.C.
 
(vii) 
Roy Behren
 
(viii) 
Michael T. Shannon
 
(ix) 
Frederick W. Green
 
(b) 
Address or Principal Business Office or, if none, Residence:
 
(i) 
100 Summit Drive, Valhalla, NY 10595
 
(ii) 
100 Summit Drive, Valhalla, NY 10595
 
(iii) 
100 Summit Drive, Valhalla, NY 10595
 
(iv) 
100 Summit Drive, Valhalla, NY 10595
 
(v) 
10251 Vista Sorrento Parkway, Suite 200,  San Diego, CA 92121
 
(vi) 
100 Summit Drive, Valhalla, NY 10595
 
(vii) 
100 Summit Drive, Valhalla, NY 10595
 
(viii) 
100 Summit Drive, Valhalla, NY 10595
 
(ix) 
100 Summit Drive, Valhalla, NY 10595
 
(c) 
Citizenship:
 
Page 11 of 17
 
(i) 
Delaware
 
(ii) 
New York
 
(iii) 
Massachusetts
 
(iv) 
Delaware
 
(v) 
Delaware
 
(vi) 
Delaware
 
(vii) 
United States
 
(viii) 
United States
 
(ix) 
United States
 
(d) 
Title of Class of Securities: Common Stock, $0.001 par value
 
(e) 
CUSIP No.: 00949P108
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a) Westchester Capital Management, LLC is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended.
 
(b) Westchester Capital Management, Inc. was a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, as of December 31, 2010.
 
(c) The Merger Fund is an investment company registered under Section 8 of the Investment Company Act of 1940, as amended.
 
(d) The Merger Fund VL is an investment company registered under Section 8 of the Investment Company Act of 1940, as amended.
 
(e) Dunham Monthly Distribution Fund is a series of Dunham Funds, an investment company registered under Section 8 of the Investment Company Act of 1940, as amended.
 
(f) Green & Smith Investment Management L.L.C. is an affiliate of Westchester Capital Management, LLC and investment adviser to GS Master Trust.
 
(g) Roy Behren is Co-President of Westchester Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund.  Mr. Behren is also Co-Manager and a member of Green & Smith Investment Management L.L.C.
 
(h) Michael T. Shannon is Co-President of Westchester Capital Management, LLC, the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund.  Mr. Shannon is also Co-Manager and a member of Green & Smith Investment Management L.L.C.
 
Page 12 of 17
 
(i) Frederick W. Green is President of Westchester Capital Management, Inc., which was the investment adviser of The Merger Fund and The Merger Fund VL, and the sub-adviser of the Dunham Monthly Distribution Fund, until December 31, 2010.  Mr. Green was also the Manager of Green & Smith Investment Management L.L.C. until December 31, 2010.
 
Item 4. 
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)           Amount beneficially owned and (b) Percent of class:
See Items 5 through 11 of the cover pages attached hereto.

This Schedule 13G shall not be construed as an admission that the Reporting Persons, either for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for other purposes, are the beneficial owners of any securities covered by this statement.

(c)           See Items 5 through 8 of the cover pages attached hereto.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the ParentHolding Company or Control Person.
 
Not applicable.
 
Item 8. 
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9. 
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10. 
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 13 of 17
 

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.
 
February 14, 2011
 
WESTCHESTER CAPITAL MANAGEMENT, LLC

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Chief Operating Officer


WESTCHESTER CAPITAL MANAGEMENT, INC.

By: /s/ Frederick W. Green
Name:  Frederick W. Green
Title: President


THE MERGER FUND

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Vice President and Chief Compliance Officer
 

THE MERGER FUND VL

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Vice President and Chief Compliance Officer


DUNHAM MONTHLY DISTRIBUTION FUND

BY: WESTCHESTER CAPITAL MANAGEMENT, LLC, its sub-adviser

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Chief Operating Officer


GREEN & SMITH INVESTMENT MANAGEMENT L.L.C.

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Chief Compliance Officer
 

 
Page 14 of 17
 
 
/s/ Roy Behren
Roy Behren
 
/s/ Michael T. Shannon
Michael T. Shannon
 
/s/ Frederick W. Green
Frederick W. Green

 
Page 15 of 17
 

Exhibit A
AGREEMENT
 
The undersigned, Westchester Capital Management, LLC, Westchester Capital Management, Inc., The Merger Fund, The Merger Fund VL, the Dunham Monthly Distribution Fund, Green & Smith Investment Management L.L.C., Roy Behren, Michael T. Shannon and Frederick W. Green, agree that the statement to which this exhibit is appended is filed on behalf of each of them.

February 14, 2011

WESTCHESTER CAPITAL MANAGEMENT, LLC

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Chief Operating Officer


WESTCHESTER CAPITAL MANAGEMENT, INC.

By: /s/ Frederick W. Green
Name:  Frederick W. Green
Title: President


THE MERGER FUND

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Vice President and Chief Compliance Officer
 

THE MERGER FUND VL

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Vice President and Chief Compliance Officer

DUNHAM MONTHLY DISTRIBUTION FUND

BY: WESTCHESTER CAPITAL MANAGEMENT, LLC, its sub-adviser

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Chief Operating Officer

GREEN & SMITH INVESTMENT MANAGEMENT L.L.C.

By: /s/ Bruce Rubin
Name:  Bruce Rubin
Title: Chief Compliance Officer
 

 
Page 16 of 17
 

/s/ Roy Behren
Roy Behren
 
/s/ Michael T. Shannon
Michael T. Shannon
 
/s/ Frederick W. Green
Frederick W. Green

 
Page 17 of 17
 

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