MILWAUKEE - Regional carrier Midwest Airlines - known for wide leather seats, freshly baked cookies, and attention to detail - has largely flown under the national radar as it quietly gained a following in its namesake region of the country.

Now the airline is under siege, the target of an unsolicited takeover that many of its loyal passengers and shareholders fear will end the perks and transform the airline from one that boasts, "The Best Care in the Air," to just another airline.

"On other airlines, most business models are to pack them in," said Art Suarez, a Milwaukee-area resident who is leading a grass-roots effort to fend off the merger. "We feel like objects, and Midwest makes us feel like people."

What started as an airline for executives of consumer-products giant Kimberly-Clark Corp. has grown into a company that serves 48 cities, including Philadelphia, on 345 flights a day.

Besides earning accolades for its service, especially its two-by-two seating, Midwest has attracted the interest of rival low-cost carrier AirTran Airways.

AirTran Holdings Inc. offered in October to buy Midwest Air Group Inc., the parent of Midwest, for about $290 million, or $11.25 a share. Midwest rejected the offer in December.

AirTran continued to make its case by taking out full-page advertisements in Midwest's hometown paper, the Milwaukee Journal-Sentinel, and by courting local officials and appealing to passengers and shareholders to urge the board to reconsider. Last week, it raised its bid to $345 million, or $13.25 a share, in cash and stock.

Midwest said its board would evaluate the offer and make a recommendation to shareholders within 10 days. Its stock closed Friday at $13.45.

Extending an olive branch to wary shareholders, AirTran has said it would take a hard look at Midwest and could even learn from the carrier about customer service, said Tad Hutcheson, vice president of marketing for the Orlando, Fla., airline.

For example, should the merger go through, AirTran would bake cookies on all its flights, Hutcheson said.

"That's a distinctive hallmark of Midwest service," he said, "and we have to keep it."

AirTran argues that the merger makes sense: It has a hub in Atlanta, which would complement Midwest's hub in Milwaukee, AirTran Holdings chairman and chief executive officer Joe Leonard has said.

Midwest hired the Goldman Sachs Group Inc. as a financial adviser after the takeover rejection to look at its own business plan and respond to the takeover attempt, spokeswoman Carol Skornicka said.

"For our entire history, we've had to overcome the skeptics who said we were too small or our business model couldn't work, and we've always emerged as the exception that succeeded," Midwest chief executive Tim Hoeksema wrote in a full-page ad of his own in the Milwaukee Journal-Sentinel.

Midwest started in 1969 as a service for Kimberly-Clark executives out of Appleton, Wis. Ten years later, Midwest Express was born, and the company launched service for commercial passengers. A few years later, it moved to Milwaukee, going public with a 1995 stock offering.

Midwest developed a following for its service, which most likely resulted from its founding as an executive airline, said Darryl Jenkins, an independent airline consultant in Marshall, Va. People nowadays pay attention when they get perks in the air, since there are so few, he said.

"In the last six years, even the airlines that call themselves full service scaled back to the bones, so anytime you have any service at all," Jenkins said, "it stands out for people."

Skornicka, the Midwest spokeswoman, said the company had always reminded staffers to be courteous to customers, and that was what passengers voiced concerns about after the takeover bid was announced.

"We tell our flight attendants that their job is to treat their customers as if they were a guest in their own home," Skornicka said.

Times have not always been easy for Midwest. The airline faced delisting from the New York Stock Exchange in 2005 for several reasons, including dipping shares that valued it at about $50 million, which was less than the $75 million for 30 days in a row needed to remain on the exchange.

Midwest did not wait to be delisted and, in September 2005, switched to the American Stock Exchange, where shares have traded in the last year as low as $4. Friday's close of $13.45 was the 52-week high.

Midwest recently ended a string of quarterly losses dating to the third quarter of 2003, posting profit of $8.8 million in the second quarter of 2006 and most recently, $1.7 million.

Midwest is about half the size of AirTran, with 3,500 employees, compared with AirTran's 8,000 employees.

AirTran operates 700 flights a day to 50 cities.

Travelers like Dave Berryman said they were worried a merger with AirTran or another low-cost carrier would mean the end of Midwest's comfortable service. Berryman, 47, is a technical salesman who travels once a week throughout the Midwest region from his home in Indianapolis.

"They have small airplanes, comfortable seats, and the people are pleasant," he said of Midwest. "It's businesslike."

Midwest Airlines By the Numbers

Founded: 1969 as an executive jet service.

Commercial service: Began in 1984.

Headquarters: Milwaukee.

Employees: 3,500.

Stock IPO: 1995.

52-week stock price range: $4.00 to $13.45.

Friday's closing stock price: $13.45.

Service: 345 daily flights serving 48 cities, including Philadelphia.

SOURCES: Associated Press, Midwest Airlines

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