Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 8, 2007



AirTran Holdings, Inc.

(Exact name of registrant as specified in its charter)


State of Incorporation: Nevada


Commission file number: 1-15991   I.R.S. Employer Identification No: 58-2189551

9955 AirTran Boulevard, Orlando, Florida 32827

(Address of principal executive offices) (Zip Code)

(407) 318-5600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other

On August 14, 2007, the registrant’s management released a press release announcing a proposal to acquire all of the issued and outstanding common stock of Midwest Air Group, Inc. pursuant to a negotiated transaction, subject to the approval of the stockholders of each company, at a proposed price of $16.25 per share based on the closing price of AirTran common stock on August 13, 2007. The consideration under the new proposal would consist of $10.00 a share in cash and 0.6056 shares of AirTran common stock. The total equity value of the proposed transaction would represent about $445 million in total value.

A copy of AirTran’s press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.


(c) Exhibits.


  99.1 Press Release dated August 14, 2007.



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.


    AirTran Holdings, Inc.
Date: August 14, 2007      



/s/ Stanley J. Gadek

Stanley J. Gadek

Senior Vice President Finance

and Chief Financial Officer

(Principal Accounting and Financial Officer)


Exhibit Index


Exhibit No.   


EX-99.1    Press Release dated August 14, 2007.





   Media Contact:    Tad Hutcheson

August 14, 2007

      Judy Graham-Weaver
      David Hirschman


- After Urging from Midwest Shareholders, AirTran Increases Bid -

ORLANDO, Fla. (August 14, 2007) – AirTran Holdings, Inc. (NYSE: AAI) the parent of AirTran Airways, today announced that, at the request of Midwest shareholders, AirTran has increased its offer for Midwest Air Group (Amex: MEH), to $16.25 per share in a negotiated merger transaction.

The offer includes $10.00 per share in cash and 0.6056 of a share of AirTran common stock. Based on the closing price of AAI on August 13, 2007, the total value of AirTran’s increased offer represents approximately $445 million.

“Owners of Midwest recognize the overwhelming benefits of forming a truly national, low-cost, efficient carrier that will add flights, increase jobs and lower fares,” said Joe Leonard, AirTran Airways Chairman and CEO. “Midwest’s shareholders are concerned that the acquisition of Midwest by a private equity firm, along with Northwest Airlines, will block competition, raise fares, reduce employment levels and reduce service.

“There is very serious concern among Midwest stakeholders that their interest and those of Midwest employees and communities will not be well served by the proposed acquisition of Midwest by the private equity/Northwest group and that, in any event, antitrust issues may prevent a deal with Northwest from ever closing,” Leonard said. “Clearly, our increased offer represents more value and the best course for the future for Midwest owners, employees and customers.”

AirTran Airways, a Fortune 1000 company, offers passengers more than 700 affordable, daily flights to 56 destinations throughout the United States. The airline is the second-largest carrier at its hub, Hartsfield-Jackson Atlanta International Airport, and one of America’s largest low-fare airlines. With more than 8,800 friendly Crew Members and free online booking on airtran.com, AirTran Airways makes travel both pleasant and convenient. The airline flies America’s youngest all-Boeing fleet, composed of the fuel-efficient Boeing 737-700 and 717-200 aircraft. AirTran Airways was also the first to install XM


Satellite Radio on a commercial aircraft and the only airline with Business Class seating on every flight. For more information, visit airtran.com.


Editor’s note: In the event a negotiated agreement is reached between AirTran Holdings Group, Inc and Midwest Air Group, Inc., investors are urged to read the information which would be filed with the United States Securities and Exchange Commission in connection with such a merger, including the amended registration statement to be filed by AirTran with respect to its Registration Statement (No. 333-139917) on Form S-4 (the “Registration Statement”) which would be filed with the Securities and Exchange Commission relating to the AirTran common stock to be issued in connection with such a transaction, the joint proxy statement/ prospectus and related proxy materials which would be sent to the holders of common stock of AirTran Holdings, Inc. and to the holders of common stock of Midwest Air Group, Inc. to solicit their respective approvals of a merger agreement and the transactions contemplated thereby, each of which would contain important information, including a copy of any merger agreement as an exhibit, and any amendments or supplements to those documents. Such documents, when and if filed, will be available free of charge from the SEC website at www.sec.gov. Any combined proxy statement/prospectus of Midwest and AirTran will be sent, free of charge, to persons who are holders of AirTran Common Stock as of the record date for an AirTran Special Meeting and to holders of Midwest Common Stock as of the record date for a Midwest Special Meeting.