1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2000
MESA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-15495 85-0302351
(State or Other Jurisdiction of (IRS Employer
Incorporation) (Commission File Number) Identification No.)
410 North 44th Street, Suite 700, Phoenix, Arizona 85008
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (602) 685-4000
Not Applicable
(Former name or former address, if changed since last report.)
2
Item 4. Change in Registrant's Certifying Accountant.
On February 25, 2000, Mesa Air Group, Inc. (the "Company"), with the
approval of the Company's board of directors, dismissed KPMG LLP ("KPMG") as its
independent accountants.
KPMG's reports on the Company's consolidated financial statements for
the past two years have not contained any adverse opinion or disclaimer of
opinion and have not been qualified or modified as to uncertainty, audit scope
or accounting principles. In addition, during the Company's two most recent
fiscal years and the subsequent interim periods preceding KPMG's dismissal,
there have not been any disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which disagreements, if not resolved to the satisfaction of KPMG,
would have caused them to make a reference to the subject matter of the
disagreement in connection with their reports.
During the Company's two most recent fiscal years and subsequent
interim period preceding the dismissal of KPMG:
(1) KPMG did not advise the Company that the internal controls
necessary for the Company to develop reliable financial statements did not
exist, provided, however, that in a letter to the Company, dated January 31,
2000, KPMG advised the Company that during the course of KPMG's audit of the
Company's consolidated financial statements for the fiscal year ended September
30, 1999, information came to KPMG's attention that led it to conclude that the
Company had a material weakness in the maintenance of its books and records, and
a reportable condition involving the review of restrictive covenants in
contractual agreements.
Notwithstanding the potential merits of the comments discussing the
weaknesses identified by KPMG, the Company believes it has taken steps necessary
and appropriate to ensure that it does not have weaknesses in the maintenance of
its books and records and review of existing contractual agreements, including,
without limitation, the hiring of a new Chief Financial Officer (effective
January 2000), Controller (effective February 2000) and General Counsel
(effective August 1999);
(2) KPMG did not advise the Company that information had come to KPMG's
attention that led them to no longer be able to rely on management's
representations, or that made them unwilling to be associated with the financial
statements prepared by management;
(3) KPMG did not advise the Company of the need to expand significantly
the scope of their audit, or that information had come to their attention during
such period that, if further investigated, may (i) materially impact the
fairness or reliability of previously issued consolidated financial statements
and Reports of Independent Auditors, or the financial statements issued or to be
issued covering the fiscal period subsequent to the date of the most recent
financial statements covered by an audit report, or (ii) cause KPMG to be
unwilling to rely on management's representations or be associated with the
Company's consolidated financial statements; and
3
(4) KPMG did not advise the Company that information had come to their
attention that they had concluded materially impacted the fairness or
reliability of previously issued consolidated financial statements and Reports
of Independent Auditors, or the consolidated financial statements issued or to
be issued covering the fiscal period subsequent to the date of the most recent
consolidated financial statements covered by an audit report.
The Company has provided KPMG with a copy of the foregoing disclosure,
and has requested that KPMG furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with such disclosure.
The Company has filed as an Exhibit to this Form 8-K/A a copy of the letter from
KPMG required by Item 304 of Regulation S-K.
The Company is in the process of selecting new independent auditors and
expects that process to be completed by no later than March 31, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16. Letter from KPMG LLP, dated March 3, 2000, regarding its
concurrence or disagreement with the statements made by the
registrant in the current report concerning the resignation or
dismissal as the registrants principal accountant.
SIGNATURE
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.
MESA AIR GROUP, INC.
By: /s/ Rob Stone
________________________________
Name: Rob Stone
Title: Chief Financial Officer
Dated: March 9, 2000
4
Exhibit Index
Exhibit Number Description
16. Letter from KPMG LLP, dated March 3, 2000, regarding its
concurrence or disagreement with the statements made by the
registrant in the current report concerning the resignation or
dismissal as the registrants' principal accountant.