Members of Board of Directors

Midwest Air Group

February 19, 2007



Let me first address some claims which are demonstrably false with respect to the AirTran proposal that your management seemingly repeats at every opportunity. Most recently this was evidenced in an advertisement that appeared on February 14, 2007 in the Milwaukee Journal Sentinal featuring pictures of various public officials along with false claims about the loss of jobs and service which unquestionably originated from Midwest management. If your management is prepared to embarrass public officials by furnishing them with false information, we presume that it does not shy away from presenting the same misinformation to you.

AirTran has set out in detail going back to the paper sent to you in June of 2005 and in our exchange offer and in exhibits to other filings with the SEC a growth plan for the combined carrier identified by city with specific growth plans set out for Milwaukee and Kansas City. We said in that 2005 paper that “The City of Milwaukee would benefit from a nearly 90% increase in daily seats through a combination of 30% more flights with an average of 26 seats more per aircraft and the addition of approximately 16 to 17 additional aircraft … and corresponding employment increases”. These numbers have been refined in our latest offer but the proposal remains the same – a merger of our two airlines will produce a wider range of business and leisure capacity than anything being proposed by Midwest management in its stand alone plan.

Midwest management knows that its public comments on the levels of service have no basis in fact yet they continue to mislead the public and, we suspect you, with these deliberately false claims. There is no factual basis in anything that we have presented to Midwest management that in any way suggests a reduction in service to and from Milwaukee. In fact, if you truly did “due diligence” on our proposal before rejecting it and accepting the alternative “stay the course” plan served up by Midwest management, you would have discovered that just the opposite is true. This is not a combination with substantial overlap of service where that redundancy might serve as a basis for a reduction in flights - for some reason that defies that unquestioned fact, your management continues with a string of public comments about mergers producing job losses based on a vague claim about redundant flights.

In order to accept the claims of Midwest management about loss of service you have to assume that AirTran is spending its time and capital simply to downsize the Milwaukee and/or Kansas City markets for a business reason that is not particularly evident, rational or clear. What is true and is consistent with the successful way in which we have managed our business to profitability is our understanding that in order for us to achieve the kind of returns we envision for the stakeholders of a combined AirTran and Midwest, these are the very assets that we seek to build upon. Our vision of a larger and stronger national low-cost carrier with quality and service standards above anything found among the low cost



2



--------------------------------------------------------------------------------

Members of Board of Directors

Midwest Air Group

February 19, 2007



carriers today requires us to develop the Milwaukee and Kansas City hubs. It would be illogical, and Midwest management knows this, for the merged entity to dismantle or harm Midwest’s established business and customer base.

Our view of the service benefits is shared by many industry analysts as best expressed by a recent report from an independent expert on the industry, Bob McAdoo of Prudential Securities who noted that the merger of the two airlines would materially improve service for Milwaukee business travelers by adding new destinations in the west and northwest; provide travelers from small communities presently served by Midwest with connecting opportunities to far more cities than are presently available to them; and, offer low cost/low-price service to a wider range of customers who are now traveling to the Chicago area airports to find affordable service to their desired destinations. Applying our standard model on consumer savings when we enter a market to our plans for service in Milwaukee, we estimate that Milwaukee and Wisconsin consumers in cities connecting over Milwaukee will each year save approximately $363.2 million dollars on air fares. This is our vision for the future and it is based upon fact and a proven track record. We do not believe that Midwest’s stand alone plan generates anything near this level of consumer benefit.

We contrast our plans with Midwest’s stand alone plan that appears to focus on a continuous reduction in the number of seats offered in the Milwaukee market with the substitution of outsourced regional aircraft for flights presently operated with its own B-717 aircraft. Based on some recent public announcements by Midwest and plans announced for its Kansas City operations, it appears that there will be a significant shift of capacity away from Milwaukee and to Kansas City. Our plans for a combined airline calls for a material addition of capacity for Milwaukee with a balanced growth plan for Kansas City – something we can accomplish with the aircraft that we presently have on order.

It is obvious that all of this growth comes with an increase in jobs for Milwaukee and Wisconsin. As we have previously told Midwest management, each aircraft that we add creates approximately 62 new jobs for us but creates additional jobs in the community for the many third party vendors that support our operations. With the exception of some limited executive and administrative positions, we fully expect to keep jobs in place and to add many new ones as well. We have said publicly that we intend to keep the reservations and maintenance facilities and grow both over time. Yet, with no factual basis whatsoever, Midwest management tries to scare employees and local residents about the loss of jobs.

Look at the facts and you will see that over the last five years, AirTran has created almost 3500 new jobs as we have grown and we fully expect to continue that pattern with our plans to merge with Midwest. Midwest’s management knows full well that that will happen but chooses to mislead the public and, we assume you, on the question of jobs.



3



--------------------------------------------------------------------------------

Members of Board of Directors

Midwest Air Group

February 19, 2007



As for job growth, even you, in all fairness, must acknowledge Midwest’s contrasting poor record on jobs and wages. Now, with Midwest’s announced plans to outsource additional jobs to a regional carrier in Utah and a plan to shed Beech 1900 flying to a third party, it is hard to believe that Midwest management would have the audacity to accuse AirTran of intending to pursue a strategy that Midwest is already implementing. We also find it curious that you have permitted management to cut back the wages of the Company’s rank and file employees and reduce headcount, while you reward your CEO with compensation and benefits greater than anything that he had previously received in prior years.

We cannot help but comment on what appears to be the deliberately misleading claims by senior Midwest officials on AirTran’s delivery schedule for our B-737-700 aircraft. Your management knows but perhaps does not keep you informed about how much demand exists for B-737-700 aircraft and how advantageous was the timing and pricing of AirTran’s original order for these aircraft. Our aircraft were acquired at a substantial multi-million dollar discount to current market value. We view our aircraft order as a strategic asset which provides ideal aircraft to expand and grow the Milwaukee market and to provide the service that Midwest has no near term operational ability to offer. Midwest appears to agree with our assessment of the need for longer range aircraft since it has spent the better part of a year looking at Airbus A-320 and Boeing 737-800 aircraft – since our aircraft purchase agreement allows us to substitute 737-800s for the 737-700s, it is evident that we can satisfy sooner what Midwest implicitly acknowledges is a deficiency in its fleet.

To hear the comments from your senior marketing officer that AirTran is, to use his words, “desperate” to find a home for its aircraft is utter nonsense but for it being a part of the more appropriately labeled “desperate” effort by Midwest management to defend its policies and to mislead your shareholders. Acquiring old MD-80 aircraft as growth vehicles hardly represents a strategic vision but it does suggest a belated recognition of the company’s precarious position in a highly competitive market place.

And that leads to a consideration of the alleged viability of the Midwest stand alone plan. As far as we have been able to tell from Midwest’s public comments and from its investor presentations, the Midwest plan to achieve its goals rests upon the assumption that the competitive situation will basically remain unchanged in Milwaukee and Kansas City. We have frequently heard the refrain from Midwest management that Northwest Airlines was driven out of Milwaukee and that Southwest Airlines would never operate from Milwaukee and that if it did enter the market it would not matter since Midwest’s superior service product would blunt the force of Southwest’s competitive impact. We, among others, seriously question that assumption.



4



--------------------------------------------------------------------------------

Members of Board of Directors

Midwest Air Group

February 19, 2007



Given the fact that Midwest has lost money for each of the past five years and that each year that Northwest operated significant service in Milwaukee, Midwest’s premium yields were materially diluted we can understand why Midwest management might wish that this assertion were true. However, wishing does not equate to reality. Add Southwest, Jet Blue and AirTran to the competitive mix in Milwaukee and watch the Northwest yield dilution effect multiply across the board.

Midwest’s management over the years has been consistent in one regard – it has generated consistent and substantial losses. The same refrain heard today about the competitive benefit of its service product is an echo from its past and we believe there is no reasonable basis whatsoever to believe its current optimistic forecasts.

It is not a coincidence that Midwest’s recent near breakeven performance comes a year or so after Northwest’s bankruptcy. To subject your shareholders to the vagaries of Northwest’s (or other competitors’) strategic plans may be asking too much in light of past history which is a clear guide as to what lies ahead for Midwest. In sharp contrast to AirTran, Midwest has had a cumulative loss of $150 million since 2002. AirTran has succeeded in the face of strong and sustained competition at our Atlanta hub with Delta Air Lines and we effectively compete against Southwest from a number of focus cities. We understand the dynamics of the marketplace.

Midwest’s management may want to ignore the reality of the marketplace, but can you, as the shareholders’ fiduciary, afford to gamble with the market risk, especially in light of comments made last week by Southwest Airlines’ CEO on that carrier’s service to several destinations with multiple airports. In discussing Southwest’s return to San Francisco, he compared the bay area’s three airports – each served by Southwest – with similar operations in the Los Angeles area with Los Angeles, Ontario, Burbank and Orange County airports; and Boston metro with Boston Logan, Providence and Manchester airports. Service to both Midway Airport and Milwaukee falls squarely in that growth plan along with the fact that Milwaukee is a very typical Southwest market. But whether it be Northwest or Southwest or AirTran or JetBlue, it is clear that Milwaukee is going to see an expansion of service by legacy and low cost airlines – the market is not static anywhere except in the modeling of Midwest’s stand alone plan.

We note with interest that our view is shared by Raymond James & Associates, your advisor as recently as three months ago, who in a note published on February 13, 2007 observed that absent a merger with AirTran there is “… an increasing likelihood that additional capacity will enter the Milwaukee market at some point.” The note also addressed the immediate term’s “encouraging revenue



5



--------------------------------------------------------------------------------

Members of Board of Directors

Midwest Air Group

February 19, 2007



environment” … “driven … by a very favorable capacity environment” as a result of capacity reductions in a number of Midwest markets. Combining the two comments, the “encouraging revenue environment” can be expected to be subject to increasing pressure given the “likelihood” of competing carriers coming into these markets. Raymond James expressed this concept more directly when it identified as one of the “risks” related to Midwest its very high dependence on its Milwaukee hub where “any …material entry of competing capacity could have a pronounced negative impact on Midwest’s results”.

Yet another analyst, Vaughn Cordle of Airline Forecasts, quoted in a February 14, 2007 news article in The Atlanta Journal Constitution, echoes these comments when he notes that Midwest’s most profitable routes between its Milwaukee hub and New York and Boston are vulnerable to new competition from Jet Blue, Southwest or a revived Northwest. It would appear that Midwest Management is alone in its view that its service product will protect it from competitive forces in the marketplace. Mr. Cordle, in that same article notes that Independence Air when faced with a merger proposal resisted and chose a stand alone plan that led to its liquidation. Independence Air, as you may know, had a long tenured, entrenched management that ignored the marketplace reality that its business model did not work – a contemporaneous observation of many airline analysts.

To provide an independent view of the current situation, I am attaching a selection of comments from twelve different Wall Street analysts on our proposal and on Midwest’s prospects as a stand alone carrier. You will note that in general their views and ours are remarkably similar and at variance with your management’s assessment of the value of this combination and Midwest’s long term prospects as a stand alone airline.

Based on reports that we have received about a recent meeting between Midwest’s senior management and some of your largest shareholders, we believe that you are obligated to listen to your owners’ views and enter into discussions with Air Tran. Your owners and we know full well that Midwest’s claims in its investor presentations that “Midwest’s shareholders are poised to benefit from company’s investments and execution of its strategic plan” rest on a slippery slope of optimistic assumptions that are inviting serious skepticism by investors. Even Midwest’s boasting about its increasing stock price was questioned by Raymond James in its “risks” section of its February 13, 2007 report where it noted that if AirTran’s offer to acquire Midwest is rescinded “… Midwest’s share price could be materially impacted”.

Midwest’s management likes to call AirTran’s offer “inadequate and opportunistic”. Since Midwest management has never entered into serious



6



--------------------------------------------------------------------------------

Members of Board of Directors

Midwest Air Group

February 19, 2007



discussions with AirTran or even permitted AirTran to conduct modest “due diligence” it has no basis for finding our offer adequate or inadequate. It is curious that in the amendment to your Schedule 14D-9 filing on February 13, 2007 with the Securities and Exchange Commission, Midwest management claims that your company’s shareholders would be disadvantaged as to AirTran’s shareholders in the equity portion of our current offer. We believe that this is another Midwest management economic analysis without an objectively supportable foundation. In any event, if this is, in fact, what Midwest management believes then it would seem logical that negotiations should be undertaken to improve that alleged imbalance.

Midwest’s management has made sure that AirTran was not afforded the opportunity to identify and understand additional value by refusing to have any discussions with us. It is somewhat circular logic to claim that we have undervalued Midwest but at the same time make sure that we are denied even basic “due diligence” into that value.

While it may be defensible and understandable for you to want to accept Midwest management’s assumption about the value creation theory they cling to, do you ignore your own commitment to the Midwest stakeholders by turning your back on the risks you are placing on your investors and employees? Even the contract that you entered into with Goldman Sachs raises issues about an objective analysis of our proposal since you will be paying Goldman a premium under that agreement if Midwest remains independent. You have created a bounty for them not to consider what is best for Midwest’s shareholders. This approach hardly suggests an unbiased review of AirTran’s proposal or developing any value creation scenario.

Please know that we are committed to seeing this transaction through to completion. We are encouraged by the broad support that we have received from a number of Midwest stakeholders, but especially by the growing feedback from Midwest’s shareholders. We welcome their inquiries and value their wisdom, and we want you to have the opportunity to hear directly from them, which can be accomplished at the forthcoming Midwest Annual Meeting, for which we are requesting you set a record date and a meeting date. Perhaps at that meeting you can explain to them the one question that we cannot answer: why won’t you, as their fiduciaries, demand that Midwest’s management sit down with us to negotiate a merger agreement that is clearly beneficial to all of the Midwest constituents? Clearly, this is a question that you have to answer to them and all of your stakeholders.

We believe that Midwest’s shareholders are entitled to quiz both you and Midwest management on the basis for management’s public statements and assertions. Management is using these statements to directly or indirectly support your recommendation that your shareholders not tender their shares. You are aware of these statements and their purpose. Your fiduciary duties to your



7



--------------------------------------------------------------------------------

Members of Board of Directors

Midwest Air Group

February 19, 2007



shareholders require you to instruct management to correct them and absent that action you are endorsing them in violation of those duties. Management and you bear full legal responsibility for these representations and they are in fact without foundation.

For all of these reasons, we again request that you set an early date for your Annual Meeting of Shareholders and create an unfiltered forum for you to hear from your owners.




Yours truly,


Joseph B. Leonard

After US wanted DL airlines all over the United States were having merger talks, but atleast US gave up trying to convince DL. I hope Midwest Airlines stays as Midwest.

Quoting Af773atmsp (Reply 1): I hope Midwest Airlines stays as Midwest.

I second that!!!

A merger between Midwest and AirTran is logical and will take place.

The reality is that WN will enter the market if a merger doesn't occur and Midwest will be crushed whether the citizens of MKE like it or not.

I guess that given that choice the easier choice is failure with an ego.

Quoting BillReid (Reply 3): The reality is that WN will enter the market if a merger doesn't occur and Midwest will be crushed whether the citizens of MKE like it or not.

The reality as I see it is that you have no understanding of MKEs allegiance to YX.

Regarding your assertion that WN will enter the market - would you please list a source of that information? I doubt that it exists; why would they enter a market like MKE when they control MDW?

As far as crushing them - bring it on. NW has attempted a mini hub/focus city in MKE three times in the past 20 years, and YX is still there, and thriving.

If there is to be a merger, then I would call on YX to turn the tables and make an offer for FL.

Wow, Joe has a way with the words. I hope it works out for both! That being that MKE will be the next FL hub and MCI a focus city.

How can YX mgt. keep avoiding this, other than to avoid their reposnibilities?

He could save money and wait til yx goes under to get those planes...Those planes are the key to his growth.

Quoting JetJeanes (Reply 6): He could save money and wait til yx goes under to get those planes...Those planes are the key to his growth.

The 737's they have on order are the key to their growth I believe as well as trying to take advantage of a city like MKE which would put them as the dominant carrier unlike any of there other cities presently. The 717's are a bonus though.

The one mistake Joe has made though in the recent past is letting the ATA gates @ MDW slip away. They could have expanded MDW to at least twice the size it is now but are constrained by gate space there and no apparent available gates in the near future.

DFW is the AA stronghold, ATL is big for them but they cannot expand further until the new South terminal is underway and finished adding 36-40 gates, BWI is a slugfest with WN and BOS is another slugfest with B6, DL & US. MKE would be a relative control spot for them. After that they may have to look westward for expansion if the YX deal doesn't come to fruition.

So who has got the upperhand as of now and how many stocks have been tendered?

Quoting Mke717spotter (Reply 8): So who has got the upperhand as of now and how many stocks have been tendered?

Last time I read anything significant FL had gotten around 38,000 shares. Far, far from what they need.

Who has the upper hand? I still believe it is FL, they keep pushing and pushing and if they want it bad enough I believe they could get YX through court actions to make the BOD come to the table. We shall see though. There is no way that YX could buy FL though, they don't have that kind of cash laying around I believe.

Quoting BillReid (Reply 3): A merger between Midwest and AirTran is logical and will take place. The reality is that WN will enter the market if a merger doesn't occur and Midwest will be crushed whether the citizens of MKE like it or not. I guess that given that choice the easier choice is failure with an ego.

I don't think you have any understanding of this situation. Just because the merger is logical DOES NOT mean that it WILL take place. Just because one option is logical doesn't mean all other options are illogical, and in this case, they are not. YX is a company that doesn't need to merge. They are doing well, and there is no indication that will change in the near future. They are a strong carrier with a very loyal customer base. Other carriers have weathered WN entering a market, and I have no doubt that YX will do the same if the situation ever occurs. Read up on Midwest before you go posting definitive statements like that.

Maybe Midwest can visit Austin.

First anyone know what happened to the first thread about this from ealier today? It seems to have vanished.

Quoting DeltaDAWG (Reply 9): Quoting Mke717spotter (Reply 8):So who has got the upperhand as of now and how many stocks have been tendered? Last time I read anything significant FL had gotten around 38,000 shares. Far, far from what they need. Who has the upper hand? I still believe it is FL, they keep pushing and pushing and if they want it bad enough I believe they could get YX through court actions to make the BOD come to the table. We shall see though. There is no way that YX could buy FL though, they don't have that kind of cash laying around I believe.

First off that 38,000 shares is less than 1% of outstanding stock, so yeah, they had a real long way to go. Secondly, according a friend of mine (M&A analysis) this letter sounds desperate, and she thinks shy of a huge increase in the offer, YX will be safe. In her view this is typical posturing, but if FL thought they had enough shares to bring YX to the table, or they would be getting the shares in the near future they would not have sent this out. FL lost the NY court case today for getting a list of shareholders, so now they have to take a broad swing approach to getting this going. With all the safety measures in place (poison pill, Wisconsin state law, rotating board) YX has little to worry about shy of a shareholder lawsuit, which was threatened by a couple of people, but never really seems to have taken shape.

Quoting BillReid (Reply 3): The reality is that WN will enter the market if a merger doesn't occur and Midwest will be crushed whether the citizens of MKE like it or not.

Like WN has crushed YX at MCI, where YX has grown it's market share significantly? Also MKE doesn't have a whole lot of empty gates lying around right now. Maybe when the Hammerhead is done on Concourse C, but I honestly don't know where all these carriers that FL keeps threatening will go. Heck B6 is on record as saying they aren't interested in MKE at this point, and WN has been wooed for years to come to MKE, to no avail. The NW threat is a fraud (they keep trying and keep losing at MKE), and if YX is so weak why doesn't FL just take them out by increasing their own operation there?

Quoting AustinAirport (Reply 11): Maybe Midwest can visit Austin.

There is a pretty solid rumor that YX* will be flying there starting this summer.

If Wn Moves into Mke that could do some serious damage... They could open up about 4 flight a day to connect in Stl
and a pax with the world at their finger tips

Quoting BillReid (Reply 3): The reality is that WN will enter the market if a merger doesn't occur and Midwest will be crushed whether the citizens of MKE like it or not.

What are you talking about? What's been stopping WN from entering all along? As said, WN is really detracting YX from MCI growth....

Obviously Mkes not a hub but and origin, do you know what the load factors a day are out of Mke??? I dont know

Oh boy, here we go...........

I'm sure this will generate more heated discussion as the new day dawns, but really, I think all YX needs to do is hold their ground and they will ultimately come out on top. It seems Joe Leonard is trying to indimidate YX, but I don't think it will get him very far.

1) I have no logic or past sources or anything to back it up, but rumors have been going that WN will move to the new Concourse C hammerhead at MKE. B6 has also been mentioned. I do know that US will be moved somewhere, and YX will get gate D51 and D53, taking Concourse D all to themselves.

2) YX is far from "weak". I think weak would be a word coming from somebody who hasn't seen the situation but what other people say about it.

3) As for new destinations, I don't know about AUS (I'm guessing either that or HOU will be somewhere in the expansion), but I can say officially that YX will be starting RDU this summer, and, as expected, SLC with Skywest. I have also found that YX will be giving up the EAS (Essential Air Service) bid, due to the retirement of the B1900s (scheduled for end of '07). EAS was designed to maintain a minimum level of service to certain areas which would not otherwise be profitable. In this case, the affected cities are ESC, IMT, IWD, and MBL.

Quoting MidEx216 (Reply 18): I have also found that YX will be giving up the EAS (Essential Air Service) bid, due to the retirement of the B1900s (scheduled for end of '07). EAS was designed to maintain a minimum level of service to certain areas which would not otherwise be profitable. In this case, the affected cities are ESC, IMT, IWD, and MBL.

They are working with Great Lakes to take over the BE1 flying -- at very least the EAS cities and probably a few other current BE1 flights like Rhinelander. It's not a done deal yet -- among other things the DoT has to select Great Lakes to take over those four cities although they are apparently the only applicant for the set -- but the plan is for them to take over these cities, flying YX* and flying pretty much the same schedule as today. Should be little net change to the customers or community.

If YX eludes the takeover attempt by FL, and FL really wants to establish a midwest focus/city hub for all that new metal headed thier way...STL. Who has the gates laying around open? STL. Who has a decent population base? STL. Who has an incumbent carrier that would probably not put up a serious fight? STL.

IMHO, the new FL flights to ATL and MCO from STL are testing the waters...and are positioning themselves in a backup market should the YX "deal" fall through.

Minor news today from YX. Adds more friendly shareholders to the mix...

Midwest Air Group Announces $21.6 Million Reduction in Debt

Feb. 21 /PRNewswire-FirstCall/ -- Midwest Air Group, Inc. MEH, parent company of Midwest Airlines, today announced that holders of the remaining $21.6 million of senior secured convertible debt have completed the conversions of their respective positions to equity.

This resulted in a $21.6 million reduction in Midwest Air Group debt from the company's balance at December 31, 2006 and a corresponding increase in shareholders' equity.


Related newsDow Ends Up 19 After Drop in Oil Prices
"This is further evidence of our improving business conditions and increasing shareholder value," said Timothy E. Hoeksema, chairman and chief executive officer. "Not only did this reduce debt and increase shareholders' equity, it resulted in a reduction of approximately $1.5 million in annual interest expense."

http://news.moneycentral.msn.com/tic...H&Feed=PR&Date=20070221&ID=6512711

Quoting Floridaflyboy (Reply 10): YX is a company that doesn't need to merge

My logic is you are wrong. Merge or die in this industry. I predicted a year ago that
three carriers will not be around by January 1st, 2010
Midwest
Alaska
Spirit.
I still stand by that.
The only small carrier I see surviving is Allegiant because they are different then all the others.
They do charters and lesiure to and from small city America.
safe

Quoting Isitsafenow (Reply 22): My logic is you are wrong. Merge or die in this industry. I predicted a year ago that three carriers will not be around by January 1st, 2010 Midwest

First off if you are going to say someone is flat out wrong you should do so with some facts, not a personal opinion. Secondly it is your personal prediction and in no way does that make it right. Finally I think that your wrong (and it is my opinion). I think you and FL as a whole don't fully understand what Midwest is to the people that is serves. To get an idea of how at least the people of Wisconsin see this airline look at the football team in WI, the packers have in the past had seasons where they have lost all but a couple of games and the stadium is still full there is a waiting list that is at least 50yrs long. Wisconsinites don't stand by something because it is always the best they stand by it because it is theirs and they love it. I think Midwest is in almost the exact same situation there are people in MKE that will pay extra just to fly Midwest because it is Midwest. I personally believe that if this merger goes through then you give MKE to airlines like NW and WN because the people of WI have no loyalty to Midwest anymore so they will go with the cheapest fare.

I am sorry about bringing football into this forum but I think that it is the only really good analogy.

Quoting Isitsafenow (Reply 22): My logic is you are wrong. Merge or die in this industry. I predicted a year ago that three carriers will not be around by January 1st, 2010 Midwest Alaska Spirit. I still stand by that. The only small carrier I see surviving is Allegiant because they are different then all the others. They do charters and lesiure to and from small city America. safe

Well, how am I wrong? You give no basis for your argument. That is incredibly childish. At least have some facts to back up what you are saying. Do you have sources that provide information that would indicate that? Do you have some sort of analysis or theory that leads you to believe that? Do tell.

Quoting Floridaflyboy (Reply 24): Well, how am I wrong? You give no basis for your argument. That is incredibly childish. At least have some facts to back up what you are saying. Do you have sources that provide information that would indicate that? Do you have some sort of analysis or theory that leads you to believe that? Do tell.

I agree.

Most people do not understand the origins of of Midwest or understand the unique position of this airline. So a little history is in order for Isitsafenow.

Midwest was started as a corporate shuttle by Kimberly Clark paper. It grew to such an extent that the company started selling seats on the plane to area businessmen. Nice ride. The shuttle grew with the company buying older DC-9s and equiping them with first-class seating. They flew to a few cities that Milwaukee/Fox River Valley/Green Bay businesses needed to go. They catered first-class meals, leather seats and charged no more for it. Alas, KC had to decide if it wanted to have a full blown airline as part of the company, or did it want to be a paper company. Paper won out so they spun it off in an IPO. Major positions were still held by KC, local invetment companies and heavy hitters. Heartland and Northwestern Mutual and others, including Kimberly Clark.

It was never the intent of the airline, with the blessing of these friendly stockholders, to ever become a major nationwide player. It was to be a niche player, catering to the upper-midwest business traveler. Well, times changed again and the airline found itself not able to continue that business model specifically, but could be profitable with some adjustments. Out went the first class meals served on china. In came BOB. Leisure travelers were sought after and warm weather routes were formed, but the airline kept the first class seating on the big business destinations and most flights. That plan may change again.

The big stock holders today still subscribe to the Best Care In The Air position of the airline---if somehwat changed from its historical roots. They are in no hurry to sell their shares, and may never sell. Most are extremely big institutions and their profit on any sale would be 1,000 of one percent (or smaller) ---a tiny, tiny, tiny, tiny blip on their portfolio return. Litterally, chump change. That is why there are few takers for AirTran's offer. Most of the shares tendered were problably owned by AirTran (a couple of hundred) or by the financial institutions they have teamed up with.

Now, we get to the board. Ulice Payne, former president of the Brewers will not let this franchise slip away. He is a local attorney and businessman. Fred Stratton, Jr. is scion of the Briggs & Sratton families and is a big local heavyweight. He doesn't need the money. Sam Skinner is a former Sec. of Transportation and Chief Of Staff for George H.W. Bush. He now lives in Chicago and that is local around here. John Berstrom is a member of Kimberly Clark's board, and is on the board of Marquette University as well as Wisconsin Electric and Wisconsin Gas. A statewide heavy hitter. David Treitel of SH&E Inc. belongs to one of the leading aviation consulting companies in the country and would not be a push over. Then Kansas City is represented with Elizabeth Solberg who is a consultant and PR specialist. She is very active in Kansas City circles. She would be in no big hurry to kill off the service Midwest has started there which is what FL would do. There is no inclination from these people to sell anything to Joe Leonard. No reason to.

Midwest is a unique airline. It was founded in a very unique way, offering a unique service, and is held in great regard by the movers and shakers of this community. None of them will sell, or cause the airline to be sold, for a quick buck. No reason to.

Midwest may be a unique airline, but they will be sqaushed by FL's brute strength. They will eventually make an offer the shareholders cannot ignore $ wise.

Quoting TVNWZ (Reply 25): Most people do not understand the origins of of Midwest or understand the unique position of this airline. So a little history is in order for Isitsafenow.

I couldn't have said it better myself.

Quoting TVNWZ (Reply 25): Most people do not understand the origins of of Midwest or understand the unique position of this airline.

Exactly. Most people just look at this as just another textbook example, and it is not.

Quoting DAYflyer (Reply 26): Midwest may be a unique airline, but they will be sqaushed by FL's brute strength. They will eventually make an offer the shareholders cannot ignore $ wise.

I disagree. The major shareholders (The institutional shareholders who hold the large volumes of shares), have way too much vested in this to just grab a quick buck from AirTran. I honestly don't think AirTran has access to enough cash to turn the heads of some of these shareholders in the MKE area who have much more riding on this than their investment.

Quoting BillReid (Reply 3): A merger between Midwest and AirTran is logical and will take place.

A merger is only possible if current shareholders are willing to sell their shares. So far that is not the case. You can apply all the logic in the world. If the shareholders don't cooperate the deal is dead. Not even god could make it happen.

I love how nobody who favors the merger...including the increasingly-shrill brass from AirTran...say a peep about the poison pill provision anymore. It does not matter how many press releases and newspaper ads there are. Doesn't matter what analysts say. the poison pill makes it a virtually dead issue. And the board appears to have no intention whatsoever of removing it.

The best AirTran can *realiistically* hope for is to fill the board with pro-AirTran members who will disarm the poison pill. That's a long shot at best. Sure, AirTran has been public about the three nominees they have for the Midwest board but that is an almost meaningless step. It's like finding the car keys as the first step of winning the Indy 500. AirTran can't take over the Midwest board without nominating people to it, but naming noominees does nothing to indicate they have a shot at really doing so. Midwest's boardmember terms are staggered so that under the best of circunstances it would take a few years to take the board over as well. If AirTran beats the odds and gets a foot in the door with this spring's board meeting, the rest of the board has a whole year to take action to foil AirTran, including trying to take the company private or finding another buyer.

Yes, in theory it is possible that AirTran could raise the price enough to make the board reconsider. It's possible that AirTran's plants will take over the Mdiwest board. Pretty much anything is possible, but the likely outcomes just don't seem to favor AirTran.

Let's say that AirTran's relentless pounding away does convince enough shareholders that the board is not acting their best interest. I doubt a great deal of that sentiment is out there, and the shareholder class-action lawsuit against MEH was dumped...seemingly the best vehicle if indeed there is widespread belief the board is not doing their job. But say there is. What can the shareholders do? Nothing except vote out the board. The most they could do is dump three board members this spring. What would that accomplish? It gives the remaining board a full year to find other ways to avoid the AirTra takeover, including selling to somebody else.

Anybody see a war around this for AirTran?

Quoting DAYflyer (Reply 26): Midwest may be a unique airline, but they will be sqaushed by FL's brute strength. They will eventually make an offer the shareholders cannot ignore $ wise.

FL is very capable of bringing that "brute strength" to MKE right this very moment. If they wanted to add a hundred flights, the airport would accomodate them. Why have they not done that? WN could bring it's "brute strength" and NW HAS brought its "brute strength" --several times--and got kicked down.

If FL is going to make an offer the board can not refuse,Leonard should do it within the next two weeks. Since AAI stock is down 33% year-to-year while MAH is UP 130% I would say the "brute strength" argument will not (sorry can't help myself) fly with investors no matter where they are.

Dang, that was supposed to say "Anybody see a WAY around this for AirTran", not "war".

Quoting Floridaflyboy (Reply 10): I don't think you have any understanding of this situation. Just because the merger is logical DOES NOT mean that it WILL take place. Just because one option is logical doesn't mean all other options are illogical, and in this case, they are not. YX is a company that doesn't need to merge. They are doing well, and there is no indication that will change in the near future. They are a strong carrier with a very loyal customer base. Other carriers have weathered WN entering a market, and I have no doubt that YX will do the same if the situation ever occurs. Read up on Midwest before you go posting definitive statements like that.

very well said...

Quoting Isitsafenow (Reply 22): My logic is you are wrong. Merge or die in this industry. I predicted a year ago that three carriers will not be around by January 1st, 2010 Midwest Alaska Spirit. I still stand by that. The only small carrier I see surviving is Allegiant because they are different then all the others. They do charters and lesiure to and from small city America. safe

well that was a stupid thing to say. look at all these airlines that dont have any bids for them. how many are there? countless. airlines do not need to merge to "survive". AS has been around for years and will not go anywhere.

As a resident of Milwaukee, I too agree that the YX is often misunderstood. The people who fly on Midwest do not choose them because they are the cheapest, but because of the service they recieve. The people of Milwaukee and of Wisconsin choose YK for many reasons: may it be that all the planes have fewer than 100 seats, that most flights have some of the most comfortable and spacious seats in the industry, that you are always served a warm fresh baked cookie, that most flights are non-stop, or just the fact that Midwest is one of the easiest and carefree airlines to fly on. Even though MKE maybe one of the easiest and most carefree airports, it just always seems a little better when flying YX. Wisconsin loves Midwest and Midwest loves it right back.

And just to give an example of how many people in Milwaukee choose YX... I currently work in a grocery store, and I would say that 1 in 5 credit cards are Midwest branded. It is almost not even funny.

So before you think Midwest is just like any other regional or domestic airline, please think again.

[Edited 2007-02-22 01:05:26]

Quoting Iboam (Reply 36): The people of Milwaukee and of Wisconsin choose YK for many reasons: may it be that all the planes have fewer than 100 seats

One minor correction, the saver service MD-80s are configured 143-147 seats. Even in signature, the -80s flew around 116 seats.

Quoting Iboam (Reply 36):

Quoting MidEx216 (Reply 38): Well said. Very well said, indeed.

Agreed. He hit the nail on the head. YX is going NOWHERE in the forseeable future. They're still going to be flying around their beautiful blue birds a few years from now, and AirTran will be happily plugging away in Atlanta, and all of this will be forgotten.

Anybody care to suggest how AirTran has a realistic chance of getting around the poison pill provision of Midwest as I detailed in reply #30 above?

So far nobody has replied to that. The poison pill is conveniently ignored by acquisition boosters, but I just don't see how they will get around it, and the deal is dead in the water if it is not removed.

Any takes on this nagging little detail?

Quoting Knope2001 (Reply 40): Anybody care to suggest how AirTran has a realistic chance of getting around the poison pill provision of Midwest as I detailed in reply #30 above?

They don't, plain and simple, lest of increasing the bid dramatically or paying of the effects of the pill itself. I doubt Joe wants to dilute his company by that much. Better for AirTran to keep mum about it and put their effort into discrediting the current BoD so their men have a better shot at being elected.

Quoting Mainland (Reply 41): They don't, plain and simple, lest of increasing the bid dramatically or paying of the effects of the pill itself. I doubt Joe wants to dilute his company by that much. Better for AirTran to keep mum about it and put their effort into discrediting the current BoD so their men have a better shot at being elected

I still think that's a tough row to hoe because if they do beat the odds and elect three members to the BoD this spring, it's not until next year that that could get more members on the board. That gives them another full year to find something more drastic to do to avoid AirTran's takeover.

Their only real shot is getting all three up-for-election seats on the board this spring and then hoping that leads the rest of the board to just give in. Unfortunately they keep ratcheting up the ugliness so by that point the Bod majority may be quite resolved to do anything other than give in to AirTran.

[Edited 2007-02-22 15:39:35]

Quoting Iboam (Reply 36): The people of Milwaukee and of Wisconsin choose YK for many reasons: may it be that all the planes have fewer than 100 seats, that most flights have some of the most comfortable and spacious seats in the industry, that you are always served a warm fresh baked cookie, that most flights are non-stop, or just the fact that Midwest is one of the easiest and carefree airlines to fly on.

Just because the rest of the world sold their souls for the $75 cheaper LCC/NWA flights, doesn't mean I intend to.  

You see the loyalty JetBlue garnered just by being largely non-stop and by putting XM and nicer chips on their planes on the East Coast. Now imagine if JetBlue had two-across leather, cookies, and decent BOB and it only cost marginally more. New Yorkers would riot if you tried to replace that product with AirTran's product.

There are guys in this town, and some of them on the board I'm guessing, who would have had to switch to flying private if it wasn't for the existence of Midwest.

Quoting AustinAirport (Reply 11): Maybe Midwest can visit Austin.

Your wish is our command. Look for service to start mid year.

Quoting Knope2001 (Reply 42): I still think that's a tough row to hoe because if they do beat the odds and elect three members to the BoD this spring

The funny thing is, unless another member steps down/retires that we don't know about right now, there are only 2 current directors up for election this year.

Quoting Gr8SlvrFlt (Thread starter):

Quoting Knope2001 (Reply 42): Their only real shot is getting all three up-for-election seats on the board this spring and then hoping that leads the rest of the board to just give in. Unfortunately they keep ratcheting up the ugliness so by that point the Bod majority may be quite resolved to do anything other than give in to AirTran.

This is the only way around the poison pill. If AirTran is successful in having their directors elected to the board it means that the big, local, institutional shareholders have now switched sides and helped vote them aboard. Otherwise, the AirTran director's slate can not win. The reality is if the FL board is elected, the poison pill will be dropped and the airline sold immediately because a majority of the shareholders have just voted for Airtran.

But, none of that is going to happen.

Here is the response to Joe Leonard's letter. Terse and absolutely no eqivication.

http://phx.corporate-ir.net/phoenix....l-newsArticle&ID=966087&highlight=

Midwest Air Group Board Of Directors Replies to Letter From AirTran's Leonard

MILWAUKEE, Feb. 22 /PRNewswire-FirstCall/ -- The board of directors of Midwest Air Group, Inc. (Amex: MEH), parent company of Midwest Airlines, today sent the following response to Joseph B. Leonard, chairman and chief executive officer of AirTran Holdings, Inc. (NYSE: AAI), in reply to Leonard's letter of February 19, 2007 to the board.




Mr. Joseph B. Leonard

Chairman and Chief Executive Officer

AirTran Holdings, Inc.

9955 AirTran Boulevard

Orlando, FL 32827



Dear Mr. Leonard:

We, the independent directors of Midwest Air Group, acknowledge receipt of your letter dated February 19, 2007. Despite its length, your letter contained little or no new information of value. As a result, we continue to believe that your offer is inadequate, and that Midwest shareholders should reject the offer and not tender their shares for the reasons outlined in our January 25 14D-9 filing.

We have engaged in a deliberate and thoughtful process to evaluate your offer. Please be assured that each of us is fully informed of all aspects of the offer and stands without reservation behind the efforts of our Chairman and Chief Executive Officer, Timothy Hoeksema, and our very capable Midwest management team.

In regard to our annual meeting of shareholders, please be advised that we plan to hold it in accordance with our bylaws and Wisconsin law.

Sincerely,



/s/ John F. Bergstrom /s/ Elizabeth T. Solberg

/s/ James R. Boris /s/ Richard H. Sonnentag

/s/ Ulice Payne, Jr. /s/ Frederick P. Stratton, Jr.

/s/ Samuel K. Skinner /s/ David H. Treitel

[Edited 2007-02-22 17:10:32]

Quoting Mainland (Reply 45): Quoting Knope2001 (Reply 42): I still think that's a tough row to hoe because if they do beat the odds and elect three members to the BoD this spring The funny thing is, unless another member steps down/retires that we don't know about right now, there are only 2 current directors up for election this year.

I might be mistaken about 3. That's what AirTran's press release said they were nominating, but that does not mean there are actually 3 up for re-election.

Quoting Floridaflyboy (Reply 28): Quoting DAYflyer (Reply 26): Midwest may be a unique airline, but they will be sqaushed by FL's brute strength. They will eventually make an offer the shareholders cannot ignore $ wise. I disagree. The major shareholders (The institutional shareholders who hold the large volumes of shares), have way too much vested in this to just grab a quick buck from AirTran. I honestly don't think AirTran has access to enough cash to turn the heads of some of these shareholders in the MKE area who have much more riding on this than their investment.

Quoting TVNWZ (Reply 31): Quoting DAYflyer (Reply 26): Midwest may be a unique airline, but they will be sqaushed by FL's brute strength. They will eventually make an offer the shareholders cannot ignore $ wise. FL is very capable of bringing that "brute strength" to MKE right this very moment. If they wanted to add a hundred flights, the airport would accomodate them. Why have they not done that? WN could bring it's "brute strength" and NW HAS brought its "brute strength" --several times--and got kicked down.

You both may end up being very much right in the end.

Quoting LASOctoberB6 (Reply 34): well that was a stupid thing to say

Well, Jr, let me "splean" something to ya. When I was 16 years old, we had airlines called Braniff, Eastern
Pan American and TWA.... that would be Trans World Airlines. You know, in the 60's TWA and Pan Am were actually taking reservations to the moon!

Nobody, I mean NOBODY on this planet thought they would go away in one form or another.
Guess what?
They are memories, no longer viable transportation companies.
I still stand by my statement. I am sorry that perhaps your favorite carrier is on my list but its survive or
get swallowed up by merger or the banks.
By the way, did you notice a shark will be lurking in JetBlue waters soon?
AA announced today they are adding more flights into and out of NYC. And when their new terminal at JFK opens in a few
months, well...........its nice to have deep pockets, a name that has been around a while, smart managers and a large fleet. That means you can compete, and probably win in the long run.
I like Midwest and will be on them 3-8 and again 7-5. Alaska need to merge. Its no secret a few carries have looked/are looking at them now. Competion will heat up even more in their corner of the world.
Spirit is positioning themselves to get bought. Notice the fleet expansion.

safe

Quoting Isitsafenow (Reply 49): I still stand by my statement. I am sorry that perhaps your favorite carrier is on my list but its survive or get swallowed up by merger or the banks.

Funny you should say that. AirTran is on my list of big-time merger candidates. US can't get Delta. Buying FL would achieve some of what they want--less competition in the east. Low stock price. Late model planes. Big time compeititve pressure. Ya never know.

Quoting Isitsafenow (Reply 49): Well, Jr, let me "splean" something to ya. When I was 16 years old, we had airlines called Braniff, Eastern Pan American and TWA.... that would be Trans World Airlines. You know, in the 60's TWA and Pan Am were actually taking reservations to the moon! Nobody, I mean NOBODY on this planet thought they would go away in one form or another. Guess what? They are memories, no longer viable transportation companies. I still stand by my statement. I am sorry that perhaps your favorite carrier is on my list but its survive or get swallowed up by merger or the banks. By the way, did you notice a shark will be lurking in JetBlue waters soon? AA announced today they are adding more flights into and out of NYC. And when their new terminal at JFK opens in a few months, well...........its nice to have deep pockets, a name that has been around a while, smart managers and a large fleet. That means you can compete, and probably win in the long run. I like Midwest and will be on them 3-8 and again 7-5. Alaska need to merge. Its no secret a few carries have looked/are looking at them now. Competion will heat up even more in their corner of the world.

First off go Scots (I see you are from Alma, I went to AC for a while).
Anyway, that was a very immature way to start of a post. Hurts a lot of your credibility there. But to answer some points, PanAm, TWA, Branif, Eastern are horrible comparisons to YX. YX is a niche player, they don't want/try to be everything to everyone and they and their customers are quite happy with that. They are a primarily O/D carrier from their main bases (MKE & MCI), and handle relatively few connections. Every industry has little players that stick around for various reasons, in YX's case, it's because they offer better service out of cities that are willing to pay $10 more for that service. It also doesn't hurt that Wisconsin, and Milwaukee in particular, are among the most corporate loyal places in the country.

Quoting N917ME (Reply 41): Quoting AustinAirport (Reply 11): Maybe Midwest can visit Austin. Your wish is our command. Look for service to start mid year

Is that firm? As I stated, I've heard already DLH, SEA, RDU, and SLC, and I figured either AUS or HOU would be soon. Are you sure, or just speculating?