United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period
From to
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Commission file number 000-21642
AMTRAN, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1617970
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7337 West Washington Street
Indianapolis, Indiana 46231
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(Address of principal executive offices) (Zip Code)
(317) 247-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, No Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ______
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of shares of the registrant's Common Stock held by
non-affiliates of the registrant (based on closing price of shares of Common
Stock on the NASDAQ National Market on February 28, 2001) was approximately
$34.8 million.
Applicable Only to Registrants Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court.
Yes ______ No ______
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date.
Common Stock, Without Par Value - 11,380,195 shares outstanding as of February
28, 2001.
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K into which the document is incorporated: (1) Any annual report
to security holders; (2) Any proxy or information statement; and (3) Any
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933.
Portions of the Amtran, Inc. Proxy Statement to be filed within 120 days after
the close of the last fiscal year are incorporated by reference into Part III.
NOTE
On April, 2, 2001, Amtran, Inc. filed its Annual Report on Form 10-K for the
fiscal year ended December 31, 2000. The purpose of this amendment is to refile
Exhibits 3.(i)(b), 3.(i)(c), 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16,
4.17, 4.18, 4.19, 10.5, 10.6(a)-10.6(n) and 10.7 to include conformed signatures
indicating that the agreements have been executed. In addition, the contents of
Exhibits 10.5 and 10.7 are being refiled as one document.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMTRAN, INC.
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(Registrant)
Date May 23, 2001 by /s/ J. George Mikelsons
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J. George Mikelsons
Chairman
On behalf of the Registrant and
as Director
Date May 23, 2001 /s/ John P. Tague
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John P. Tague
President and Chief Executive
Officer
Director
Date May 23, 2001 /s/ James W. Hlavacek
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James W. Hlavacek
Executive Vice President and
Chief Operating Officer
Director
Date May 23, 2001 /s/ Kenneth K. Wolff
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Kenneth K. Wolff
Executive Vice President and
Chief Financial Officer
Director
Date May 23, 2001 /s/ Robert A. Abel
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Robert A. Abel
Director
Date May 23, 2001 /s/ William P. Rogers, Jr.
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William P. Rogers, Jr.
Director
Date May 23, 2001 /s/ Andrejs P. Stipnieks
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Andrejs P. Stipnieks
Director
Date May 23, 2001 /s/ David M. Wing
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David M. Wing
Vice President and Controller
Chief Accounting Officer
Index to Exhibits
Exhibit No.
3.(i)(a) Restated Articles of Incorporation of Amtran, Inc. (incorporated
by reference to Exhibit 3(a) to the Registrant's Registration Statement on Form
S-1 dated March 16, 1993, File No. 33-59630 (the "S-1"))
3.(i)(b) Articles of Amendment to the Restated Articles of Incorporation
adopted as of September 19, 2000
3.(i)(c) Articles of Amendment to the Restated Articles of Incorporation
adopted as of December 28, 2000
3(ii) Bylaws of Amtran, Inc., as amended, (incorporated by reference to
Exhibit 3(b) to the S-1).
4.1 Indenture dated as of July 24, 1997, by and among Amtran, Inc., as
issuer, American Trans Air, Inc., Ambassadair Travel Club, Inc., ATA Vacations,
Inc., Amber Travel, Inc., American Trans Air Training Corporation, American
Trans Air Execujet, Inc. and Amber Air Freight Corporation, as guarantors, and
First Security Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on S-4 dated October 6, 1997, File
No. 333-37283).
4.2 Indenture dated as of December 11, 1998, by and among Amtran, Inc., as
issuer, American Trans Air, Inc., Ambassadair Travel Club, Inc., ATA Vacations,
Inc., Amber Travel, Inc., American Trans Air Training Corporation, American
Trans Air Execujet, Inc. and Amber Air Freight Corporation, as guarantors, and
First Security Bank, N.A., as trustee (incorporated by reference to Exhibit 4.4
to the Registrant's Registration Statement on S-3 dated August 26, 1998, File
No. 333-52655 (the "1998 S-3")).
4.3 First Supplemental Indenture dated as of December 11, 1998, by and
among Amtran, Inc., as issuer, American Trans Air, Inc., Ambassadair Travel
Club, Inc., ATA Vacations, Inc., Amber Travel, Inc., American Trans Air Training
Corporation, American Trans Air Execujet, Inc. and Amber Air Freight
Corporation, as guarantors, and First Security Bank, N.A., as trustee, to the
Indenture dated as of December 11, 1998 (incorporated by reference to Exhibit
4.4 to the 1998 S-3).
4.4 First Supplemental Indenture dated as of December 21, 1999, by and
among Amtran, Inc., as issuer, American Trans Air, Inc., Ambassadair Travel
Club, Inc., ATA Vacations, Inc., Amber Travel, Inc., American Trans Air Training
Corporation, American Trans Air Execujet, Inc. and Amber Air Freight
Corporation, Chicago Express Airlines, Inc., as guarantors, and First Security
Bank, N.A., as trustee, to the Indenture dated as of July 24, 1997 (incorporated
by reference to Exhibit 4.1 to Amtran, Inc.'s Registration Statement on S-4
dated January 25, 2000, File No. 333-95371).
4.5 Pass Through Trust Agreement, dated as of February 15, 2000, between
American Trans Air, Inc. and Wilmington Trust Company, as Trustee, made with
respect to the formation of American Trans Air 2000-1G-O Pass Through Trust and
the issuance of 8.039% Initial American Trans Air 2000-1G-O Pass Through Trust
Certificates and 8.039% Exchange American Trans Air 2000-1G-O Pass Through
Certificates (incorporated by reference to Exhibit 4.5 to the Registrant's
Registration Statement on S-4 dated August 11, 2000, File No. 333-43606 (the
"August 2000 S-4")).
4.6 Pass Through Trust Agreement, dated as of February 15, 2000, between
American Trans Air, Inc. and Wilmington Trust Company, as Trustee, made with
respect to the formation of American Trans Air 2000-1G-S Pass Through Trust and
the issuance of 8.039% Initial American Trans Air 2000-1G-S Pass Through
Certificates and 8.039% Exchange American Trans Air 2000-1G-S Pass Through
Certificates (incorporated by reference to Exhibit 4.6 to the August 2000 S-4).
4.7 Pass Through Trust Agreement, dated as of February 15, 2000, between
American Trans Air, Inc. and Wilmington Trust Company, as Trustee, made with
respect to the formation of American Trans Air 2000-1C-O Pass Through Trust and
the issuance of 9.644% Initial American Trans Air 2000-1C-O Pass Through
Certificates and 9.644% Exchange American Trans Air 2000-1C-O Pass Through
Certificates (incorporated by reference to Exhibit 4.7 to the August 2000 S-4).
4.8 Pass Through Trust Agreement, dated as of February 15, 2000, between
American Trans Air, Inc. and Wilmington Trust Company, as Trustee, made with
respect to the formation of American Trans Air 2000-1C-S Pass Through Trust and
the issuance of 9.644% Initial American Trans Air 2000-1C-S Pass Through
Certificates and 9.644% Exchange American Trans Air 2000-1C-S Pass Through
Certificates (incorporated by reference to Exhibit 4.8 to the August 2000 S-4).
4.9 Purchase and Investor Rights Agreement dated as of December 13, 2000,
between Amtran, Inc. and Boeing Capital Corporation.
4.10 Purchase and Investor Rights Agreement dated as of September 19, 2000,
between Amtran, Inc. and International Lease Finance Corporation.
4.11 Pass Through Trust Agreement, dated as of December 16, 1996, among
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1996-1A Pass Through
Trust and the issuance of 7.37% American Trans Air 1996-1A Pass Through Trust
Certificates.
4.12 Pass Through Trust Agreement, dated as of December 16, 1996, among
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1996-1B Pass Through
Trust and the issuance of 7.64% American Trans Air 1996-1B Pass Through Trust
Certificates.
4.13 Pass Through Trust Agreement, dated as of December 16, 1996, among
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1996-1C Pass Through
Trust and the issuance of 7.82% American Trans Air 1996-1C Pass Through Trust
Certificates.
4.14 Pass Through Trust Agreement, dated as of December 23, 1997, between
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1997-1A-O Pass Through
Trust and the issuance of 6.99% American Trans Air 1997-1A-O Pass Through Trust
Certificates.
4.15 Pass Through Trust Agreement, dated as of December 23, 1997, between
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1997-1A-S Pass Through
Trust and the issuance of 6.99% American Trans Air 1997-1A-S Pass Through Trust
Certificates.
4.16 Pass Through Trust Agreement, dated as of December 23, 1997, between
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1997-1B-O Pass Through
Trust and the issuance of 7.19% American Trans Air 1997-1B-O Pass Through Trust
Certificates.
4.17 Pass Through Trust Agreement, dated as of December 23, 1997, between
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1997-1B-S Pass Through
Trust and the issuance of 7.19% American Trans Air 1997-1B-S Pass Through Trust
Certificates.
4.18 Pass Through Trust Agreement, dated as of December 23, 1997, between
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1997-1C-O Pass Through
Trust and the issuance of 7.46% American Trans Air 1997-1C-O Pass Through Trust
Certificates.
4.19 Pass Through Trust Agreement, dated as of December 23, 1997, between
Amtran, Inc., American Trans Air, Inc. and Wilmington Trust Company, as Trustee,
made with respect to the formation of American Trans Air 1997-1C-S Pass Through
Trust and the issuance of 7.46% American Trans Air 1997-1C-S Pass Through Trust
Certificates.
4.20 Form of Common Stock Certificate of Amtran, Inc. (incorporated by
reference to Exhibit 4 to the S-1).
4.21 Form of Series A1 Preferred Stock Certificate of Amtran, Inc.+
4.22 Form of Series B Preferred Stock Certificate of Amtran, Inc. +
4.23 Form of 1996 Class A American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.11).
4.24 Form of 1996 Class B American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.12).
4.25 Form of 1996 Class C American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.13).
4.26 Form of 1997 Class A American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.14).
4.27 Form of 1997 Class B American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.16).
4.28 Form of 1997 Class C American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.18).
4.29 Form of 2000 Class G American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.5).
4.30 Form of 2000 Class C American Trans Air, Inc. Pass Through
Certificates (included in Exhibit 4.7).
4.31 The Registrant hereby agrees to furnish to the Commission, upon
request, copies of certain additional instruments relating to long-term debt of
the kind described in Item 601(b)(4)(iii)(A) of Regulation S-K.
10.1 1993 Incentive Stock Plan for Key Employees of Amtran, Inc. and its
Subsidiaries (incorporated by reference to Exhibit 10(r)(r) to the S-1).
10.2 1996 Incentive Stock Plan for Key Employees of Amtran, Inc. and its
Subsidiaries (incorporated by reference to the Registrant's Registration
Statement on S-8 dated June 20, 1997, File No. 333-29715).
10.3 2000 Incentive Stock Plan for Key Employees of Amtran, Inc. and its
Subsidiaries (incorporated by reference to Exhibit A to the Registrant's Proxy
Statement dated April 5, 2000).
10.4 Stock Option Plan for Non-Employee Directors (incorporated by
reference to Appendix A to the Registrant's Proxy Statement dated April 15,
1994).
10.5 Aircraft General Terms Agreement dated as of June 30, 2000, between
The Boeing Company ("Boeing") and American Trans Air, Inc.; Purchase Agreement
Number 2285 dated as of June 30, 2000, between Boeing and American Trans Air,
Inc.; Purchase Agreement Number 2262 dated as of June 30, 2000, between Boeing
and American Trans Air, Inc. *
10.6(a) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(b) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(c) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(d) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(e) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(f) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(g) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(h) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(i) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(j) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(k) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(l) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(m) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.6(n) Aircraft Lease Agreement dated as of September 20, 2000, between
Amtran, Inc. and International Lease Finance Corporation. *
10.7 Aircraft Financing Agreement dated as of December 6, 2000, between
Amtran, Inc. and General Electric Capital Corporation. *
21 Subsidiaries of Amtran, Inc.+
23 Consent of Independent Auditors.+
27 Financial Data Schedule.+
*Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.
+ Previously filed as an exhibit to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2000.