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MESA AND WESTAIR REVISE AGREEMENT ON MERGER

 MESA AND WESTAIR REVISE AGREEMENT ON MERGER
 FARMINGTON, N.M., March 13 /PRNewswire/ -- Mesa Airlines Inc.


(NASDAQ: MESA) and WestAir Holding Inc. (AMEX: WAH) announced today that they have revised the terms of their merger agreement whereby WestAir would be merged into a wholly owned subsidiary of Mesa.
 The earlier agreement was subject to several contingencies including financial performance standards for the first quarter 1992, as well as certain transactions related to WestAir's fleet. WestAir said it agreed to the revised terms after tabulating first quarter performance to date, meetings with certain third parties, and determining that it was not likely that it can satisfy all of the terms of the previous agreement.
 Terms of the revised agreement call for Mesa to exchange 0.31 shares of Mesa stock for each share of WestAir which, based on Mesa's $25.25 closing price Thursday, March 12, is equivalent to approximately $7.8275 per share for each WestAir share.
 WestAir has approximately 6.5 million shares outstanding.
 The revised agreement differs from an agreement announced in January 1992 where the conversion rate was set at 0.39375 of Mesa common stock. WestAir shareholders will receive 0.31 shares of Mesa common stock for each share of WestAir common stock until such time as Mesa stock should reach $29 per share. The ratio would then be proportionately reduced to maintain a value of $9 per share to WestAir shareholders down to a minimum of 0.25 shares of Mesa common stock. Conversely, if Mesa stock should drop below 19-3/8 per share, the ratio will be adjusted to maintain a $6 value per share to WestAir shareholders up to a maximum of 0.35 shares of Mesa common stock. The price of Mesa shares to be used to determine the final ratio will be the average between the bid and ask price of Mesa common stock over the last 10 trading days prior to Mesa's annual shareholder meeting currently scheduled for May 14, 1992.
 The revised agreement requires regulatory approvals, the approvals of certain third parties, the approval of the respective boards of directors and shareholders of the companies. The merger is planned to be consummated in late May or early June of this year.
 Mesa Airlines operates as an independent carrier out of its Albuquerque and Phoenix hubs and as a United Express carrier out of its Denver hub. Skyway Airlines, a wholly owned subsidiary, operates as a code-share with Midwest Express Airlines out of its Milwaukee hub. Air Midwest is a wholly owned subsidiary operating as a code- share with USAir out of its Kansas City, Mo. hub. FloridaGulf, a wholly owned subsidiary, also operates as USAir Express out of a Tampa, Fla. hub.
 -0- 3/13/92
 /CONTACT: Jonathan Ornstein of Mesa Airlines, 505-327-0271/
 (MESA WAH) CO: Mesa Airlines Inc.; WestAir Holding Inc. ST: New Mexico IN: AIR SU:


MC -- DV004 -- 7812 03/13/92 12:37 EST
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Publication:PR Newswire
Date:Mar 13, 1992
Words:488
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