April 2, 1999
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of
Shareholders at 10:00 a.m. on Tuesday, May 11, 1999, at the Company's
headquarters located at 7337 West Washington Street, Indianapolis, Indiana. We
will review Amtran's 1998 performance and answer any questions you may have.
Enclosed with this Proxy Statement are your voting card and 1998 Annual Report.
Amtran has again chosen to write its 1999 Proxy Statement in
"plain English." We trust you will like this new simplified format.
I look forward to seeing you on May 11. Any shareholder requiring
directions to the meeting should contact our Secretary, Brian T. Hunt, at
317/240-7006.
Sincerely yours,
J. George Mikelsons
Chairman of the Board
NOTICE OF THE
1999 ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
The Annual Meeting of Shareholders of Amtran, Inc. will be held on Tuesday,
May 11, 1999, at 10:00 a.m. at the Company's headquarters located at 7337 West
Washington Street, Indianapolis, Indiana. At the meeting, the shareholders will
consider and take action on the following:
1. Election of seven Directors: J. George Mikelsons, John P. Tague,
Kenneth K. Wolff, James W. Hlavacek, Robert A. Abel, William P. Rogers, Jr.,
and Andrejs P. Stipnieks, each for a term of one year;
2. Ratification of Ernst & Young as independent accountants for the
fiscal year ending December 31, 1999; and
3. Transact any other business properly before the Annual Meeting.
The Amtran Board of Directors recommends a vote "in favor of" both proposals.
Shareholders of record at the close of business on March 11, 1999, will be
entitled to vote at the Annual Meeting or any adjournments thereof. A complete
list of shareholders entitled to vote will be available at Amtran's offices for
a period of ten days prior to the Annual Meeting.
This Proxy Statement, voting instruction card and Amtran, Inc.'s 1998
Annual Report to Shareholders are being distributed on or about April 2, 1999.
By order of the Board of Directors
Dated: April 2, 1999 Brian T. Hunt
Vice President and Secretary
PROXY STATEMENT
TABLE OF CONTENTS
Page
QUESTIONS AND ANSWERS.............................................. 5
PROPOSALS TO BE VOTED UPON......................................... 7
BOARD OF DIRECTORS................................................. 8
Board Meetings and Committees................................. 9
Directors' Compensation....................................... 9
Certain Relationships and Related-Party Transactions.......... 10
REPORT OF THE COMPENSATION COMMITTEE............................... 11
BENEFICIAL OWNERSHIP TABLE......................................... 13
SUMMARY COMPENSATION TABLE......................................... 15
OPTION GRANTS TABLE................................................ 17
OPTION EXERCISES AND YEAR-END OPTION VALUES........................ 18
STOCK PERFORMANCE GRAPH............................................ 19
Q U E S T I O N S A N D A N S W E R S
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Q: What am I voting on?
A: o Re-election of seven (7) directors (J. George Mikelsons, John P. Tague,
Kenneth K. Wolff, James W. Hlavacek, Robert A. Abel, William P. Rogers,
Jr., and Andrejs P. Stipnieks); and
o Ratification of Ernst & Young LLP as Amtran's independent accountants.
(See page 3 for more details.)
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Q: Who is entitled to vote?
A: Shareholders as of the close of business on March 11, 1999 (the Record
Date), are entitled to vote at the Annual Meeting. Each share of common
stock is entitled to one vote.
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Q: How do I vote?
A: Sign and date each proxy card you receive and return it in the prepaid
envelope. If you do not mark any selections, your proxy card will be voted
in favor of both proposals. You have the right to revoke your proxy any time
before the meeting by (1) notifying Amtran's Corporate Secretary, (2) voting
in person, or (3) returning a later-dated proxy. If you return your signed
proxy card, but do not indicate your voting preferences, Kenneth K. Wolff
and James W. Hlavacek will vote FOR the two proposals on your behalf.
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Q: Is my vote confidential?
A: Yes. Proxy cards, ballots and voting tabulations that identify individual
shareholders are confidential. Only the inspector of election and certain
employees associated with processing proxy cards and counting the votes have
access to your card. Additionally, any comments directed to management
(whether written on the proxy card or elsewhere) will remain confidential,
unless you ask that your name be disclosed.
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Q: Who will count the vote?
A: Representatives of National City Bank, our Stock Transfer Agent, will
tabulate the votes and act as inspector of election.
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Q: What does it mean if I get more than one proxy card?
A: It is an indication that your shares are registered differently and are
in more than one account. Sign and return all proxy cards to insure that all
your shares are voted.
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Q: What constitutes a quorum?
A: As of the Record Date, 12,225,513 shares of Amtran common stock were issued
and outstanding. A majority of the outstanding shares, present or repre-
sented by proxy, constitutes a quorum for the transaction of business at the
Annual Meeting. If you submit a properly executed proxy card, then you will
be considered part of the quorum. If you are present or represented by a
proxy at the Annual Meeting and you abstain from voting, your abstention
will have the same effect as a vote against such proposal.
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Q: Who can attend the Annual Meeting?
A: All shareholders as of the Record Date can attend.
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Q: What percentage of stock do the Amtran directors own?
A: Together, they own approximately 74% of our common stock as of the Record
Date. (See page 10 for more details.)
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Q: Who are the largest principal shareholders?
A: J. George Mikelsons owned 8,395,500 shares, or 69%, as of March 11, 1999.
Dimensional Fund Avisors, Inc. owned 616,900 shares, or 5%, as of Dec-
ember 31, 1998.
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Q: When are the 1999 shareholder proposals due?
A: In order to be considered for inclusion in next year's proxy statement,
shareholder proposals must be submitted to Amtran in writing no later than
December 2, 1999.
For a shareholder proposal that is not intended to be included in Amtran's
proxy materials but is intended to be raised by the shareholder from the
floor at next year's Annual Meeting, the shareholder must provide advance
notice no later than February 15, 2000. If a proposal is received after
that date, Amtran's proxy for next year's Annual Meeting may confer dis-
cretionary authority to vote on such matter.
Shareholder proposals and related notices should be sent to Brian T. Hunt,
Corporate Secretary, 7337 West Washington Street, Indianapolis, Indiana
46231.
P R O P O S A L S T O B E V O T E D U P O N
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1. Re-election of Directors
Nominees for re-election this year are J. George Mikelsons, John P. Tague,
Kenneth K. Wolff, James W. Hlavacek, Robert A. Abel, William P. Rogers,
Jr., and Andrejs P. Stipnieks. All directors are elected to serve one-year
terms. (See pages 4 and 5 for more information.)
We need the affirmative vote of a majority of the outstanding shares of
common stock to elect the nominees. Your Board recommends a vote FOR these
directors. Abstentions and votes withheld for directors will have the same
effect as votes against.
2. Ratification of Ernst & Young as Independent Accountants
Ernst & Young has been our independent public accountants for the past six
years. The Audit Committee and the Board believe that Ernst & Young's
long-term knowledge of Amtran is invaluable. Representatives of Ernst &
Young have direct access to members of the Audit Committee and regularly
attend their meetings. Representatives of Ernst & Young will attend the
Annual Meeting to answer any shareholder questions and to make a statement
if they desire to do so.
In 1998, the Audit Committee (1) reviewed all services provided by Ernst
& Young to insure that they were within the scope previously approved by
the Committee, and (2) concluded that the non-audit services performed by
Ernst & Young for Amtran or its subsidiaries did not impair its independence
as Amtran's accountants.
We need the affirmative vote of the majority of shares present in person or
by proxy and entitled to vote at the meeting in order to ratify Ernst &
Young as independent accountants for 1999-2000. The Audit Committee and the
Board recommend a vote FOR Ernst & Young as independent accountants for
1999-2000.
B O A R D O F D I R E C T O R S
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J. GEORGE MIKELSONS Director since 1993
J. George Mikelsons, age 61, is the founder, Chairman of the Board and, prior
to the Company's initial public offering in May 1993, was the sole shareholder
of the Company. Mr. Mikelsons founded American Trans Air, Inc. and Ambassadair
Travel Club, Inc. in 1973. Mr. Mikelsons currently serves on several boards of
directors, including The Indianapolis Zoo; the Indianapolis Convention and
Visitors Association, where he is a member of the Executive Committee; and IWC
Resources Corporation (formerly the Indianapolis Water Company). Mr. Mikelsons
has been an airline Captain since 1966 and remains current on several jet
aircraft.
Director 1993-95
JOHN P. TAGUE Director July 1997-present
John P. Tague, age 36, was named President and Chief Executive Officer of the
Company in July 1997. He had previously served as the Company's President and
Chief Operating Officer since October 1993 before resigning to form his own
aviation consulting company in 1995. Prior to his tenure as the Company's
President and Chief Operating Officer, he was Executive Vice President from June
1993 to October 1993. Prior to that time, he was Senior Vice President,
Marketing and Sales, of the Company. From May 1991 to November 1991, he was Vice
President of Marketing and Sales for the Company. Mr. Tague was employed at
Midway Airlines from 1985 to 1991 in the following positions: from 1990 to 1991
as the Senior Vice President of Marketing and Planning; from 1988 to 1990 as the
Vice President of Marketing and Planning; from 1987 to 1988 as the Vice
President of Planning and from 1985 to 1987 as the Director, Airline Planning.
Prior to joining Midway Airlines in 1985, Mr. Tague was a transportation
consultant and held various positions at a regional airline. Mr. Tague serves on
the Board of Directors of the Air Transport Association.
JAMES W. HLAVACEK Director since 1993
James W. Hlavacek, age 62, was appointed Chief Operating Officer of the Company
in 1995. He continues to serve as Executive Vice President of the Company
and President of ATA Training Corporation. From 1986 to 1989, he was the
Company's Vice President of Operations. Mr. Hlavacek has been a commercial
airline pilot for more than 30 years and has held the rank of Captain for nearly
29 years. He was ATA's Chief Pilot from 1985 to 1986. Mr. Hlavacek serves on
the Board of Directors of the National Air Carrier Association. Mr. Hlavacek is
a graduate of the University of Illinois.
KENNETH K. WOLFF Director since 1993
Kenneth K. Wolff, age 53, was appointed Executive Vice President and the Chief
Financial Officer of the Company in 1991. From 1990 to 1991, he was the
Company's Senior Vice President and Chief Financial Officer. From 1989 to
1990, he was President and Chief Executive Officer of First of America Bank -
Indianapolis (which is a lender under certain of the Company's credit fac-
ilities). From 1988 to 1989, he was President and Chief Operating Officer of
this bank. Prior to his appointment as President of the bank, he held various
positions at the bank since 1969. He is a graduate of Purdue University with a
B.S. Degree in Industrial Management. Mr. Wolff also holds a Masters in Business
Administration from Indiana University and was a member of the faculty there for
five years.
ROBERT A. ABEL Director since 1993
Robert A. Abel, age 46, is a director in the public accounting firm of Blue
& Co., LLC. Mr. Abel is a magna cum laude graduate of Indiana State University
with a B.S. Degree in Accounting. He is a certified public accountant with over
20 years of public accounting experience in the areas of auditing and corporate
tax. He has been involved with aviation accounting and finance since 1976.
Blue & Co., LLC provides tax and accounting services to the Company in con-
nection with selected matters.
WILLIAM P. ROGERS, JR. Director since 1993
William P. Rogers, Jr., age 49, is a partner in the New York law firm of
Cravath, Swaine & Moore. After graduating from Case Western Reserve University
School of Law in 1978, he served as a clerk in the United States Court of
Appeals for the Sixth Circuit based in Cincinnati. He joined the Cravath firm a
year later and became a partner in 1985. Cravath, Swaine & Moore provides legal
services to the Company in connection with selected matters.
ANDREJS P. STIPNIEKS Director since 1993
Andrejs P. Stipnieks, age 58, is a consultant on corporatization and pri-
vatization of government business enterprises. He graduated from the University
of Adelaide, South Australia, and is a Barrister and Solicitor of the Supreme
Courts of South Australia, the Australian Capital Territory and of the High
Court of Australia. Until 1998, Mr. Stipnieks was a Senior Government Solicitor
in the Australian Attorney General's Department, specializing in aviation and
surface transport law and practice. He has represented Australia on the Legal
Committee of the International Civil Aviation Organization at Montreal.
Board Meetings and Committees
During 1998, the Board of Directors held five (5) meetings. All
directors attended each Board meeting and each meeting of those Committees on
which he served. The Board of Directors has Audit and Compensation Committees.
The Company does not have a standing nominating committee.
The Audit Committee, which is comprised of Messrs. Rogers, Abel
and Wolff, meets with the independent accountants of the Company, reviews the
audit plan for the Company, reviews the annual audit of the Company with the
accountants, recommends whether the accountants should be continued as auditors
for the Company, reviews the Company's internal controls and performs such other
duties as shall be delegated to the Audit Committee by the Board of Directors.
The Audit Committee met three (3) times in 1998.
The Compensation Committee, comprised of non-employee directors
Abel and Stipnieks, establishes compensation policies and compensation for the
Company's officers. The Compensation Committee met four (4) times in 1998.
Directors' Compensation
Each non-employee director received an annual retainer of $18,000
for serving on the Board, an annual fee of $2,500 for serving as Chairman of a
Committee, a fee of $2,000 for each Board of Directors meeting attended in
person and a fee of $1,000 for each Committee meeting attended in person. Amtran
also pays its non-employee directors if they participate in Board and Committee
meetings by telephone.
Each non-employee director also receives options to purchase
shares of the Company's Common Stock pursuant to the Amtran, Inc. Stock Option
Plan for Non-Employee Directors (the "Stock Option Plan"). Under the Stock
Option Plan, Eligible Directors receive: (1) a one-time grant of an option to
purchase 2,000 shares following his election or appointment to the Board of
Directors; and (2) for as long as he remains an Eligible Director, an annual
grant of an option to purchase 500 shares on the 30th day following each annual
meeting of shareholders.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of the Company's shares to file with the Securities and Exchange
Commission and Nasdaq reports on their ownership of shares of the Company
(so-called 16(a) forms). Based solely on its review of copies of such reports,
the Company believes that its directors complied with all such filing
requirements.
Certain Relationships and Related-Party Transactions
Mr. Mikelsons is the sole owner of Betaco, Inc., a Delaware
corporation ("Betaco"). Betaco currently owns two airplanes (a Cessna Citation
II and a Lear Jet) and three helicopters (a Bell 206B Jet Ranger III, an
Aerospatiale 355F2 Twin Star and a Bell 206L-3 LongRanger). The two airplanes
and the Twin Star and LongRanger helicopters are leased to ATA. The Company
believes that the current terms of the leases with Betaco for this equipment are
no less favorable to the Company than those that could be obtained from third
parties.
The lease for the Cessna Citation currently requires a monthly
payment of $37,500. The lease for the Lear Jet requires a monthly payment of
$42,000. The lease for the JetRanger III currently requires a monthly payment of
$7,000. The lease for the Aerospatiale 355F2 Twin Star requires a monthly lease
payment of $12,000, and the lease for the LongRanger requires a monthly payment
of $11,200.
Betaco and Mr. Hlavacek own 100% of the interest in Delta Aviation
LLC, an Indiana limited liability corporation. Delta Aviation owns a Beech A3
Bonanza aircraft and leases the aircraft to American Trans Air ExecuJet, Inc.
The lease for this aircraft currently requires a payment of $55.00 per flight
hour if the aircraft is utilized by ExecuJet or ATA.
Mr. Rogers, Chairman of the Audit Committee, is a partner in the
law firm of Cravath, Swaine & Moore, which provided legal services to the
Company in 1998. Mr. Abel, Chairman of the Compensation Committee, is a partner
in the accounting firm of Blue & Co., LLC, which provided tax and accounting
services to the Company in 1998.
R E P O R T O F T H E C O M P E N S A T I O N C O M M I T T E E
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What is our compensation philosophy?
The objectives of Amtran's executive compensation programs are to: (i)
attract and retain talented and experienced executives with compensation that is
competitive with other U.S. airlines of a size comparable to ATA, (ii) reward
outstanding performance and provide incentives based on individual and corporate
performance, and (iii) use restricted stock and stock options to align the
interests of management with those of the shareholders.
The Compensation Committee (the "Committee") is responsible for admin-
istering the Company's compensation policies and programs, including its
incentive compensation programs. The Committee currently consists of two
independent non-employee directors, Robert A. Abel and Andrejs P. Stipnieks. Mr.
Abel, Chairman of the Committee, is a director in the accounting firm of Blue &
Co., LLC. Mr. Abel's firm provided tax and accounting service to the Company in
1998.
As discussed below, the elements of compensation used by the Company
include salaries and short-term and long-term incentive programs, including the
award of cash bonuses and stock options.
How do we determine base pay?
The base pay for Mr. Mikelsons and Mr. Tague reflects Amtran's objective
to maintain salary levels that are competitive with those offered by U.S.
airlines of a size comparable to ATA for comparable positions, taking into
consideration a number of factors, as described below.
Mr. Mikelsons' 1998 Base Pay
In establishing a base salary for Mr. Mikelsons, the Committee
considered:
- analyses prepared for the Committee of the salary and other compen-
sation paid by other U.S. airlines for executives holding comparable
positions.
- a compensation analysis prepared by an independent consultant.
- the fact that Mr. Mikelsons would not participate in any equity-based
incentive compensation plan or incentive cash bonus of the Company and
the fact that no increase in base salary over 1997 was being proposed.
- his age, experience and responsibilities.
Each of these listed factors was evaluated by the Committee on a
subjective basis, and no particular weighting was given to any particular
factor. The Committee also sought to maintain the same relative relationship
between the salary levels of different officers as exists for comparable
positions at other U.S. airlines. After considering the above factors, the
Committee approved a base salary for the Chairman for 1998 of $688,194. Based on
a compensation analysis available to the Committee, such base salary is higher
than the base salaries paid by most other airlines to executives holding
comparable positions but, given the absence of any stock-based compensation or
incentive cash bonus, total compensation was in between the median and the 75th
percentile of total annual cash compensation, and below the median of the
three-year average of annualized total compensation paid by the other airlines
included in the analysis.
Mr. Tague's 1998 Base Pay
In establishing a base salary for Mr. Tague, the Committee considered:
- analyses prepared for the Committee of the salary and other compensation
paid by other U.S. airlines for executives holding comparable positions.
a compensation analysis prepared by an independent consultant.
- his age, experience and responsibilities.
Each of these listed factors was evaluated by the Committee on a
subjective basis, and no particular weighting was given to any particular
factor. The Committee also sought to maintain the same relative relationship
between the salary levels of different officers as exists for comparable
positions at other U.S. airlines. After considering the above factors, the
Committee approved an annual base salary for Mr. Tague of $496,153. Based on a
compensation analysis available to the Committee, such base salary is in between
the median and the 75th percentile of the base salary paid by most other
airlines to executives holding comparable positions. Mr. Tague's total
compensation, including bonus and long-term incentive compensation, is below the
median of the annual compensation paid by the other airlines included in the
analysis.
How are annual bonuses determined?
Annual bonuses are paid in cash in the year following performance, based
on achievement of predetermined corporate and individual goals. Mr. Mikelsons
was not eligible for a bonus payment in 1998. Mr. Tague's 1998 bonus was
$800,000.
How are Amtran's incentive compensation programs used to focus management on
increasing shareholder value?
In 1997, the Company adopted the 1996 Incentive Stock Plan for Key
Employees of Amtran, Inc. (the "Incentive Stock Plan"). Under the Incentive
Stock Plan, which is administered by the Committee, key employees may receive
awards of stock options and restricted stock. The purpose of the Incentive Stock
Plan is, among other things, to provide incentives to those key employees who
have the capacity for contributing substantially to the growth and profitability
of the Company, and to assist the Company in attracting, retaining and
motivating such employees. In addition, the Incentive Stock Plan provides a
means to more closely align the interests of management employees with those of
shareholders.
In 1998, the Committee awarded stock options covering an aggregate of
175,000 shares of Common Stock to the Company's President and two Executive Vice
Presidents. No awards of stock options or restricted stock were made to the
Chairman, who does not participate in this program. The option awards made in
1998 vest over a three-year period commencing approximately one year after the
grant date. Additional information on the awards made in 1998 appears else-
where in this Proxy Statement. The Company encourages participants to hold the
stock received through the exercise of stock options as a long-term investment.
Compensation Committee
Robert A. Abel, Chairman
Andrejs P. Stipnieks
B E N E F I C I A L O W N E R S H I P
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This table indicates the number of shares of Common Stock owned by (i) the executive officers;
(ii) the directors; (iii) any person known by management to beneficially own more than 5% of such stock;
and (iv) all directors and executive officers of the Company as a group as of March 11, 1999.
Number of Shares Percent of Class
Name and Address of Individual/Group Beneficially Owned (If More Than 1%)
- ------------------------------------ ------------------ -----------------
J. George Mikelsons 8,395,500 69
7337 West Washington Street
Indianapolis, IN 46231
John P. Tague 126,274 (1) --
James W. Hlavacek 172,667 (2) --
Kenneth K. Wolff 171,167 (3) --
Dalen D. Thomas 130,000 (4) --
Robert A. Abel 8,000 (5) --
William P. Rogers, Jr. 8,500 (5) --
Andrejs P. Stipnieks 4,500 (5) --
Stanley L. Pace -0- --
Dimensional Fund Advisors Inc. 616,900 (6) 5
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All directors and executive officers
as a group7 (excluding J. George Mikelsons) 621,108 (8) 5
(Footnotes are on next page)
- --------
1 Includes presently exercisable options to purchase: (a) 87,879 shares
granted on June 22, 1997, under the Company's 1996 Incentive Stock Plan; and
(b) 25,000 shares granted on January 12, 1998, under said Plan.
2 Includes presently exercisable options to purchase: (a) 36,000 shares
granted on July 7, 1993, under the Company's 1993 Incentive Stock Plan for
Key Employees; (b) 3,333 shares granted on February 25, 1994, under said
Plan; (c) 6,000 shares granted on February 14, 1995, under said Plan; (d)
26,099 shares granted on March 21, 1996, under said Plan; (e) 32,000 shares
granted on May 13, 1997, under the Company's 1996 Incentive Stock Plan; and
(f) 16,667 shares granted on January 12, 1998, under the Company's 1996
Incentive Stock Plan.
3 Includes presently exercisable options to purchase: (a) 36,000 shares
granted on July 7, 1993, under the Company's 1993 Incentive Stock Plan for
Key Employees; (b) 10,000 shares granted on February 25, 1994, under said
Plan; (c) 5,000 shares granted on February 14, 1995, under said Plan; (d)
30,000 shares granted on March 21, 1996, under said Plan; (e) 32,000 shares
granted on May 13, 1997, under the Company's 1996 Incentive Stock Plan; (f)
20,000 shares granted on June 20, 1997, under the Company's 1996 Incentive
Stock Plan; and (g) 16,667 shares granted on January 12, 1998, under the
Company's 1996 Incentive Stock Plan.
4 Consists of presently exercisable options to purchase 130,000 shares pur-
suant to options granted under the Company's 1996 Incentive Stock Plan on
August 9, 1996.
5 Includes presently exercisable options to purchase 4,000 shares each granted
to Messrs. Abel, Rogers and Stipnieks under the Company's Stock Option Plan
for Non-Employee Directors.
6 Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 616,900 shares of Amtran,
Inc. stock as of December 31, 1998, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of
which Dimensional Fund Advisors Inc. serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares.
7 Group consists of eight persons (Messrs. Tague, Hlavacek, Wolff, Thomas,
Abel, Rogers, Pace and Stipnieks.)
8 Includes presently exercisable options to purchase: (a) 87,879 shares
granted on June 22, 1997, and 25,000 shares granted on January 12, 1998, to
Mr. Tague under the Company's 1996 Incentive Stock Plan; (b) 36,000 shares
each granted to Messrs. Wolff and Hlavacek on July 7, 1993, under the
Company's 1993 Incentive Stock Plan for Key Employees; (c) 3,333 shares
granted to Mr. Hlavacek and 10,000 shares granted to Mr. Wolff on February
25, 1994, under said Plan; (d) 6,000 shares granted to Mr. Hlavacek and
5,000 shares granted to Mr. Wolff on February 14, 1995, under said Plan; (e)
26,099 shares granted to Mr. Hlavacek and 30,000 shares granted to Mr. Wolff
on March 21, 1996, under said Plan; (f) 32,000 shares each granted to
Messrs. Wolff and Hlavacek on May 13, 1997, under the Company's 1996
Incentive Stock Plan; (g) 20,000 shares granted to Mr. Wolff on June 20,
1997, under the Company's 1996 Incentive Stock Plan; (h) 16,667 shares each
granted to Messrs. Wolff and Hlavacek on January 12, 1998, under the
Company's 1996 Incentive Stock Plan; (i) 130,000 shares granted to Mr.
Thomas on August 9, 1996, under the Company's 1996 Incentive Stock Plan; and
(j) 4,000 shares each granted to Messrs. Abel, Rogers and Stipnieks under
the Company's Stock Option Plan for Non-Employee Directors.
S U M M A R Y C O M P E N S A T I O N T A B L E
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This table shows the compensation paid or accrued to the Chairman of the Board, three executive
officers and two former executive officers for services rendered during the last three fiscal years.
Long-Term
Annual Compensation Compensation
Other
Annual Securities Restricted
Name and Compen- Underlying Stock All Other
Principal Position Year Salary($) Bonus($) sation($) Options (#) Awards($) Compensation($)
- ------------------- ---- --------- -------- --------- ----------- --------- ---------------
J. George Mikelsons, 1998 688,194 None None None None 3,840 (1)
Chairman of the Board 1997 688,194 None None None None 2,249 (2)
1996 688,194 None None None None 2,700 (3)
John P. Tague, 1998 496,153 800,000 None 75,000 (4) None 2,308 (1)
President and Chief Executive 1997 184,614 None None 300,000 (5) None None
Officer 1996 None (6) None None None None None
James W. Hlavacek, 1998 323,942 390,000 None 50,000 (7) None 3,840 (1)
Executive Vice President 1997 295,192 38,675 None 108,000 (8) None 2,249 (2)
and Chief Operating Officer 1996 285,577 None None 30,000 (9) None 2,700 (3)
Kenneth K. Wolff, 1998 323,942 390,000 None 50,000 (7) None 3,840 (1)
Executive Vice President and 1997 295,192 38,675 None 108,000 (8) None 2,249 (2)
Chief Financial Officer 1996 285,577 None None 30,000 (9) None 2,700 (3)
Dalen D. Thomas, 1998 221,684(10) 300,877 None None None 3,840 (1)
Former Senior Vice President, 1997 206,154 32,500 None None None 1,082 (2)
Sales and Marketing 1996 69,231 24,000 (11) 300,000(12) None None
Stanley L. Pace, (13) 1998 None None None None None None
Former President and 1997 257,828 2,000,000 None None None None
Chief Executive Officer 1996 173,077 1,132,000 (14) 750,000(15) None None
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1 Represents the amount of the Company's matching contribution to its 401(k)
Plan in 1998.
2 Represents the amount of the Company's matching contribution to its 401(k)
Plan in 1997.
3 Represents the amount of the Company's matching contribution to its 401(k)
Plan in 1996.
4 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
the grant of options to Mr. Tague to purchase 75,000 shares of the Company's
stock shall become exercisable as to the following aggregate number of
shares on and after each of the following dates: January 10, 1999 - 25,000
shares; January 10, 2000 - 25,000 shares; and January 10, 2001 - 25,000
shares.
5 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
the grant of options to Mr. Tague to purchase 300,000 shares of the
Company's stock shall become exercisable as to the following aggregate
number of shares on and after each of the following dates: June 20, 1998 -
100,000 shares; June 20, 1999 - 100,000 shares; and June 20, 2000 - 100,000
shares.
6 Mr. Tague was not employed by the Company in 1996.
7 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
the grant of options to Messrs. Hlavacek and Wolff to purchase 50,000 shares
each of the Company's stock shall become exercisable as to the following
aggregate number of shares on and after each of the following dates: January
10, 1999 - 16,667 shares; January 10, 2000 - 16,667 shares; and January 10,
2001 - 16,666 shares.
8 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
the grant of options to Messrs. Hlavacek and Wolff to purchase 108,000
shares each of the Company's stock shall become exercisable as to the
following aggregate number of shares on and after each of the following
dates: January 10, 1998 - 16,000 shares; June 20, 1998 - 20,000 shares;
January 10, 1999 - 16,000 shares; June 20, 1999 - 20,000 shares; January 10,
2000 - 16,000 shares; and June 20, 2000 - 20,000 shares.
9 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
the grant of options to Messrs. Hlavacek and Wolff to purchase 30,000 shares
each of the Company's stock is exercisable as to the following aggregate
number of shares on and after each of the following dates: March 25, 1997 -
10,000 shares; March 25, 1998 - 10,000 shares; and March 25, 1999 - 10,000
shares.
10 Mr. Thomas resigned from his position as Senior Vice President, Sales and
Marketing, effective November 2, 1998.
11 The terms of Mr. Thomas's employment arrangement included the Company's
purchase of his home in Texas. The Company paid Mr. Thomas the home's
appraised value.
12 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
the grant of options to Mr. Thomas to purchase 300,000 shares of the
Company's stock was exercisable as to the following aggregate number of
shares on and after each of the following dates: August 9, 1996 - 75,000
shares; April 9, 1997 - 75,000 shares; December 9, 1997 - 75,000 shares; and
August 9, 1998 - 75,000 shares.
13 Mr. Pace resigned from his position as President and Chief Executive Officer
on May 24, 1997.
14 The terms of Mr. Pace's employment arrangement with the Company included the
Company's purchase of Mr. Pace's home in Texas. The Company paid Mr. Pace
the acquisition cost of the home.
15 Pursuant to the 1996 Incentive Stock Plan for Key Employees of Amtran, Inc.,
Mr. Pace forfeited these options when he resigned.
O P T I O N G R A N T S T A B L E
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This table shows the option grants in 1998 to the individuals named in the Summary Compensation Table.
Individual Grants
- ---------------------------------------------------------------------------------------------------------------------------
Number of Securities % of Total Options
Underlying Options Granted To Employees Exercise Expiration Grant Date
Name Granted In Fiscal Year Price/Share($) Date Present Value($)(1)
- ---------------------------------------------------------------------------------------------------------------------------
J. George Mikelsons -0- -0- -- -- --
John P. Tague 75,0002 13 8.00 1/10/2008 377,337
James W. Hlavacek 50,0003 9 8.00 1/10/2008 251,558
Kenneth K. Wolff 50,0003 9 8.00 1/10/2008 251,558
Dalen D. Thomas -0- -0- -- -- --
Stanley L. Pace -0- -0- -- -- --
1 Option values reflect Black-Scholes model output for options. The assumptions used in the model were expected
volatility of .44, risk-free rate of return of 5.00%, dividend yield of 0% and time to exercise of five (5)
years. Additionally, a 5% discount was applied to reflect a three-year vesting period.
2 See Footnote 4 to Summary Compensation Table on vesting of Options.
3 See Footnote 7 to Summary Compensation Table on vesting of Options.
O P T I O N E X E R C I S E S AND
Y E A R-E N D O P T I O N V A L U E S
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This table shows the number and value of stock options (exercised and unexercised) for the named
individuals during 1998.
Value of
In-The-Money
Shares Number of Securities Options At Fiscal
Acquired Value Underlying Unexercised Year-End
On Exercise Realized Options At Fiscal Year-End Exercisable (E)/
Name (#) ($) Unexercisable (U)
Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
J. George Mikelsons 0 0 0 0 0
John P. Tague 0 0 100,000 275,000 $1,859,000(E)
5,131,000(U)
James W. Hlavacek 42,568 744,405 77,432 132,000 1,063,596(E)
2,388,480(U)
Kenneth K. Wolff 13,000 165,350 107,000 132,000 1,580,430(E)
2,388,480(U)
Dalen D. Thomas 160,000 2,648,932 140,000 0 2,769,200(E)
0(U)
Stanley L. Pace 0 0 0 0 0
Pension Plans
The Company has no pension plans.
401(k) Plan
Under the American Trans Air, Inc. Employees' Retirement Savings Plan
(the "401(k) Plan"), adopted on October 1, 1985, eligible employees could elect
to defer up to 15% of their salary into the 401(k) Plan, not to exceed statutory
limits. Generally, all employees meeting a minimum-hours requirement are
eligible to participate in the 401(k) Plan. The Company has the discretion to
make matching contributions to the 401(k) Plan on behalf of participants who
have made salary reduction contributions under the Plan. In 1998, the Company
contributed $.40 ($.30 for flight attendants by contract) for each dollar
contributed to the Plan by eligible participants, up to 6% of their
compensation. Moreover, an employee stock ownership feature was added to the
401(k) Plan in May 1993. The ATA Employee Stock Ownership Plan ("ESOP") is a
mechanism for the Company to award shares of Company stock for years in which
profits occur. Addition of this benefit permits eligible employees to become
shareholders of the Company and share in its potential future growth and
profitability. Generally, the eligibility requirements for the ESOP are
identical to those of the 401(k) Plan, except an employee may be eligible for an
ESOP contribution of Company stock even if the employee did not elect pre-tax
401(k) Plan contributions.
In those years in which the Company experiences profits and chooses to
make an ESOP contribution, the 401(k) Plan accounts of eligible employees will
be credited with full and/or fractional shares of Company stock. Shares will be
allocated based on compensation. In 1998, 33,021 shares of Company stock were
allocated to 401(k) Plan participant accounts.
S T O C K P E R F O R M A N C E G R A P H
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This performance graph compares the 1998 total shareholder return on the
Company's Common Stock with the Nasdaq Stock Market-U.S. Index and the Company's
peer group. The peer group selected by the Company consists of the following
companies: Alaska Air Group, Inc., America West Holdings Corporation, AMR Corp.
(American Airlines), Amtran, Inc., Continental Airlines, Inc., Delta Air Lines,
Inc., HAL, Inc. (Hawaiian Airlines), Reno Air, Inc., Southwest Airlines Co.,
Tower Air Inc., US Airways Group, Inc., UAL Corp.(United Airlines) and World-
corp, Inc. (World Airlines).
Comaprison of Five-Year Cumulative
Total Return* Among The Company,
Nasdaq Market-U.S. Index And A Peer Group
Date Amtran, Inc. Peer Group Nasdaq Stock Market-U.S.
1/1/1994 $100.00 $100.00 $100.00
12/31/1994 $ 64.10 $ 64.68 $ 97.76
12/31/1995 $130.77 $103.01 $138.26
12/31/1996 $ 71.80 $117.51 $170.02
12/31/1997 $ 80.77 $190.41 $208.58
12/31/1998 $278.21 $174.98 $293.20
* Total return based on $100 initital investment and reinvestment of dividends.