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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_| Filed by a Party other than the
Registrant |X| Check the appropriate box: |_| Preliminary
Proxy Statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy
Statement |X| Definitive Additional Materials |_| Soliciting
Material Pursuant to ss. 240.14a-12
THE ALASKA AIR GROUP, Inc. ("the Company-AAG") (Name of
Registrant as Specified In Its Charter)
Stephen Nieman, Richard D. Foley, Robert C. Osborne MD and
Terry K. Dayton (Name of Persons Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box): |X| No fee
required |_| Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. 1) Amount Previously
Paid: 2) Form, Schedule or Registration Statement No.:
3) Filing Party: 4) Date Filed:
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Stephen Nieman
15204 NE 181st Loop
Brush Prairie, WA 98606
Tuesday, May 4, 2004
VIA FACSIMILE to 206-392-5807 and Email
Peter Kraus
Senior Attorney
Alaska Air Group, Inc.
Box 68947, Seattle, WA 98168-0947
Re: Associated Request In Connection With The Demand For
Inspection Of Certain Books And Records
Dear Mr. Kraus:
Today around 2:00 p.m., myself and Richard Foley joined a
conference call arranged by Alaska Air Group with yourself,
Shannon Alberts and Bill Gleeson. We discussed your providing
us with a written estimate of the cost of supplying me with
the shareholders list(s) requested in my April 28, 2004 letter
to you.
Additionally, we are requesting that you provide us with the
estimated cost of putting a link to the Challengers' proxy
statement and ballot card on Alaska Airline and Horizon Air's
employee and public websites in order that worker 401(k) plan
participants and the company's outside stockholders would be
empowered to vote on all eight candidates running, as well as
all eleven shareholder proposals.
Thank you for agreeing to respond to our requests. We would
appreciate a prompt response.
Sincerely,
/s/
Stephen Nieman
cc: Richard Foley
file www.votepal.com
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Stephen Nieman
15204 N. E 181st Loop
Bush Prairie, WA 98606
VIA FACSIMILE April 28, 2004
VIA OVERNIGHT DELIVERY
Peter Kraus
Senior Attorney
Alaska Air Group, Inc.
Box 68947, Seattle, WA 08168-0947
FAX: 206-392-5807
Re: Demand for Inspection of Certain Books and Records
Encl: Proof of share ownership
Dear Sir:
The undersigned, a record holder of 980 shares of voting
common stock (the "Shares"), par value $.01 per share, of
Alaska Air, Inc., a Delaware corporation (the "Company"),
hereby demands, pursuant to Section 220 of the General
Corporation Law of the State of Delaware, that (1) originals
or attested copies of the Company's stock ledger and a list of
its shareholders be made available for inspection and copying
by the undersigned or his attorneys or agents at the Company's
principal place of business during usual business hours no
later than May 4, 2004 [five business days from day letter is
received by AAG] and from day to day thereafter during usual
business hours until the inspection may be completed, or (2)
the Company deliver copies of such records to the undersigned
at the address shown above, to be updated from time to time
thereafter as set forth below:
Pursuant to Section 220 of the General Corporation Law of the
State of Delaware, the undersigned is entitled to and demands
as part of the foregoing:
1. A complete record or list of stockholders of the Company
who hold 10 or more shares certified by its transfer agent
showing the name and address of each such stockholder and the
number of shares of stock registered in the name of each such
stockholder as of the most recent date available.
2. All information in or which comes into the possession or
control of the Company or its transfer agent, proxy solicitor
or other agents, or which can be reasonably obtained from
nominees of any central certificate depository system, broker,
dealer, bank, clearing agency or voting trustee or any other
nominees concerning the number or identity of the actual
beneficial owners of the Company's common stock, including any
breakdown of any holders in the name of Cede & Co. and any
other similar securities depository or nominee.
3. All information in or which comes into the possession or
control of the Company or its transfer agent, proxy solicitor
or other agents concerning the name, address and number of
shares of common stock attributable to any beneficial owner or
employee of the Company entitled to direct the voting of any
Company common stock pursuant to any dividend reinvestment,
employee stock ownership, incentive, profit sharing, savings,
retirement, stock option, stock purchase, restricted stock or
other comparable plan and a copy of the material request form
from ADP-Proxy Services. All information in or which comes
into the possession or control of the Company or its transfer
agent, proxy solicitor or other agents concerning the
mechanism by which the beneficial owners or employees of the
Company direct the voting of the shares of common stock of the
Company pursuant to the plans referred to in this paragraph 3.
4. All information in or which comes into the possession or
control of the Company or its transfer agent, proxy solicitor
or other agents, or which can reasonably be obtained from
brokers, dealers, banks, clearing agencies or voting trustees
or their nominees or other nominees relating to the names of
non-objecting beneficial owners of the Company's common stock
in the format of a magnetic computer tape list and printout in
descending order balance (such information being readily
available to the Company under Rule 14b-1(b) of the Securities
Exchange Act of 1934 from ADP-Proxy Services), including (but
not limited to) all lists of such beneficial owners of common
stock available to the Company pursuant to Rule 14b-1(b).
5. If any of the information referred to in paragraphs 1
through 4 above is maintained in computerized or other
electronic form, such information shall be made available in
such computerized or other electronic form, and shall be
accompanied by a "hard copy" printout thereof and sufficient
information to enable the information to be accessed in such
computerized or other electronic form.
The undersigned demands that modifications, additions or
deletions to any and all information referred to in paragraphs
1 through 5 above be furnished to the undersigned as such
modifications, additions or deletions become available to the
Company or its transfer agent, proxy solicitor or other agent
from the most recent date available as of the date of this
demand to the date of the Company's 2004 annual meeting of
stockholders (the "2004 Annual Meeting").
The purpose of this demand is to permit the undersigned to
communicate with other stockholders of the Company on matters
relating to their interests as stockholders, including
communicating with such stockholders regarding a contested
election" (the "Contested Election") submitted by the
undersigned to be voted on by stockholders of the Company at
the 2004 Annual Meeting.
This demand should receive your immediate attention so that
all of the Company's stockholders will have the benefit of
information concerning the Contested Election as promptly as
possible. This demand is not, and should not be construed as,
a request for a list of the Company's stockholders or for a
mailing of materials to the Company's stockholders pursuant to
15 C.F.R. 14a-7, promulgated pursuant to the Securities
Exchange Act of 1934.
Please advise the undersigned promptly, and in any event on
or prior to the expiration of five business days after the
date this demand is received by the Company, when and where
the items demanded above will be made available to the
undersigned and his designated agents. The undersigned can be
reached on 360-687-3187
Please sign and date the enclosed copy of this letter to
indicate your receipt hereof and return it to the undersigned
in the self-addressed, stamped envelope provided.
Very truly yours,
/s/
Stephen Nieman
Alaska Air Group, INC.
Received by:____________________________
Name: :____________________________
Title: :____________________________
Dated: _______________________
STATE OF [Washington] )
) ss:
COUNTY OF CLARK )
Before me this day personally appeared Steve Nieman, who,
being duly sworn, deposes and says that he is authorized to
execute the foregoing Demand for Inspection of Certain Books
and Records and to make the demand, designations,
authorizations and representations contained therein, and that
the facts and statements contained in the foregoing demand for
such records are true and correct.
______________________________________
Stephen Nieman
SWORN TO AND SUBSCRIBED before me this ____ day of April 28,
2004
__________________________________________
Notary Public
__________________________________________
Printed Name of Notary
My Commission Expires:_____________________
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Steve Nieman, Richard D. Foley, Robert C. Osborne M.D. and
Terry K. Dayton are soliciting proxies for Alaska Air Group's,
Inc. May 18, 2004 Annual Meeting. We strongly advise all
shareholders to read the proxy statements. Our proxy statement
is available at our web site . Feel free to
download and print copies of any materials located there. For
any further information, please email or
write us at Box 602, Brush Prairie, WA 98606;
fax (360) 666-6483; phone 1-866-2VOTEUS (1-866-286-8387).