SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 0-21976
ATLANTIC COAST AIRLINES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3621051
(State of incorporation) (IRS Employer
Identification No.)
515-A Shaw Road, Dulles, Virginia 20166
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 925-
6000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock par value $ .02 NASDAQ National
Market
(Title of Class) (Name of each
exchange
on which
registered)
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 Act
of 1934
during the preceding 12 months (or for such shorter period
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__
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. ____
The aggregate market value of voting stock held by nonaffiliates
of the
registrant as of March 1, 2000 was approximately $290,200,000.
As of March 1, 2000 there were 21,149,056 shares of common stock
of the
registrant issued and 18,625,890 shares of common stock were
outstanding.
2
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) 3. Exhibits
Exhibit
Number Description of Exhibit
3.1 (note 6) Restated Certificate of Incorporation of the
Company.
3.2 (note 6) Restated By-laws of the Company.
4.1 (note 4) Specimen Common Stock Certificate.
4.2 (note 11) Stockholders' Agreement, effective as of October
15,
1991, among the Company, the stockholders and the
holder
of warrants of the Company named on the signature
pages
thereto and a trust established pursuant to the
Atlantic
Coast Airlines, Inc. Employee Stock Ownership
Plan,
together with Amendment and Second Amendment
thereto
dated as of February 24, 1992 and May 1, 1992
respectively.
4.3 (note 11) Registration Rights Agreement, dated as of
September 30,
1991, among the Company and the stockholders
named on
the signature pages thereto (the "Stockholders
Registration Rights Agreement").
4.4 (note 11) Form of amendment to the Stockholders
Registration
Rights Agreement.
4.17 (note 8) Indenture, dated as of July 2, 1997, between the
Company
and First Union National Bank of Virginia.
4.18 (note 9) Registration Rights Agreement, dated as of July
2, 1997,
by and among the Company, Alex. Brown & Sons
Incorporated and the Robinson-Humphrey Company,
Inc.
4.19 (note 5) Rights Agreement between Atlantic Coast Airlines
Holdings, Inc. and Continental Stock Transfer &
Trust
Company dated as of January 27, 1999.
10.1 (note 11) Atlantic Coast Airlines, Inc. 1992 Stock Option
Plan.
10.2 (note 9) Restated Atlantic Coast Airlines, Inc. Employee
Stock
Ownership Plan, effective October 11, 1991, as
amended
through December 31, 1996.
10.4 (note 9) Restated Atlantic Coast Airlines 401(k) Plan, as
amended
through February 3, 1997.
10.4(a) (note 7) Amendment to the Atlantic Coast Airlines 401(k)
Plan
effective May 1, 1997
10.6 (notes 11 & 12)
United
Express Agreement, dated October 1, 1991, among
United
Airlines, Inc., Atlantic Coast Airlines and the
Company,
together with Amendment No. 1, dated as of April
1,
1993.
10.6(a) (note 7) Third Amendment to United Express Agreement,
dated March
3, 1998, among United Airlines, Inc., Atlantic
Coast
Airlines and the Company.
10.6(b) (notes 4 & 12)
Fourth
Amendment to the United Express Agreement, dated
December 11, 1998, among United Airlines, Inc.,
Atlantic
Coast Airlines and the Company.
10.7 (notes 11 & 12)
Agreement
to Lease British Aerospace Jetstream-41 Aircraft,
dated
December 23, 1992, between British Aerospace,
Inc. and
Atlantic Coast Airlines.
10.8 (notes 2 & 13)
Delta
Connection Agreement, dated as of September 9,
1999
among Delta Air Lines, Inc., Atlantic Coast
Airlines
Holdings, Inc. and Atlantic Coast Jet, Inc.
10.12(a) (notes 1 & 14)
Amended
and Restated Severance Agreement, dated as of
December
28, 1999, between the Company and Kerry B. Skeen.
10.12(b) (notes 1 & 14)
Amended
and Restated Severance Agreement, dated as of
December
28, 1999, between the Company and Thomas J.
Moore.
10.12(c) (notes 1 & 14) Form of Severance Agreement substantially
similar
to agreements with Richard J. Surratt and with
Michael
S. Davis, both restated as of December 28, 1999.
10.12(d) (notes 3 & 14) Executive Officer Note.
10.13(a) (note 9)
Form of
Indemnity Agreement. The Company has entered into
substantially identical agreements with the
individual
members of its Board of Directors.
10.21 (note 10) Acquisition Agreement, dated as of December 30,
1994, by
and among Jetstream Aircraft, Inc., JSX Capital
Corporation, and Atlantic Coast Airlines.
10.21(a) (note 9)
Amendment
Number One to Acquisition Agreement, dated as of
June
17, 1996, by and among Jetstream Aircraft, Inc.,
JSX
Capital Corporation, and Atlantic Coast Airlines.
10.23 (note 4) Amended and Restated Loan and Security Agreement
dated
February 8, 1999 between Atlantic Coast Airlines
and
Fleet Capital Corporation.
10.24 (note 4) Stock Incentive Plan of 1995, as amended as of
May 5,
1998.
10.25(a) (note 4)
Form of
Incentive Stock Option Agreement. The Company
enters
into this agreement with employees who have been
granted
incentive stock options pursuant to the Stock
Incentive
Plans.
10.25(b) (notes 4 & 14)
Form of
Incentive Stock Option Agreement. The Company
enters
into this agreement with corporate officers who
have
been granted incentive stock options pursuant to
the
Stock Incentive Plans.
10.25(c) (notes 4 & 14)
Form of
Non-Qualified Stock Option Agreement. The Company
enters
into this agreement with employees who have been
granted
non-qualified stock options pursuant to the Stock
Incentive Plans.
10.25(d) (notes 4 & 14)
Form of
Non-Qualified Stock Option Agreement. The Company
enters
into this agreement with corporate officers who
have
been granted non-qualified stock options pursuant
to the
Stock Incentive Plans.
10.25(e) (notes 4 & 14)
Form of
Restricted Stock Agreement. The Company entered
into
this agreement with corporate officers who were
granted
restricted stock pursuant to the Stock Incentive
Plans.
10.27 (notes 1 & 14)
Form of
Split Dollar Agreement and Agreement of
Assignment of
Life Insurance Death Benefit as Collateral. The
Company
has entered into substantially identical
agreements with
Kerry B. Skeen, Thomas J. Moore, Michael S. Davis
and
Richard J. Surratt.
10.31 (note 14) Summary
of Senior Management Incentive Plan. The Company
has
adopted a plan as described in this exhibit for
2000 and
for the three previous years.
10.32 (note 14) Summary
of Management Incentive Plan and Share the
Success
Program. The Company has adopted plans as
described in
this exhibit for 2000 and for the three previous
years.
10.40A (notes 4 & 12)
Purchase
Agreement between Bombardier Inc. and Atlantic
Coast
Airlines Relating to the Purchase of Canadair
Regional
Jet Aircraft dated January 8, 1997, as amended
through
December 31, 1998.
10.40A(1) (notes 2 & 13)
Contract
Change Orders No. 13, 14, and 15, dated April 28,
1999,
July 29, 1999, and September 24, 1999,
respectively,
amending the Purchase Agreement between
Bombardier Inc.
and Atlantic Coast Airlines relating to the
purchase of
Canadair Regional Jet Aircraft dated January 8,
1997.
10.41 (notes 2 & 13)
Purchase
Agreement between Bombardier Inc. and Atlantic
Coast
Airlines relating to the Purchase of Canadair
Regional
Jet Aircraft dated July 29, 1999, as amended
through
September 30, 1999.
10.45 (note 3) Aircraft Purchase Agreement between Dornier
Luftfahrt
GmbH and Atlantic Coast Airlines dated effective
March
31, 1999.
10.45(1) (note 2)First Amendment dated effective September 10,
1999, to
the Aircraft Purchase Agreement between Dornier
Luftfahrt GmbH and Atlantic Coast Airlines dated
effective March 31, 1999.
10.50(a) (note 7)Form of Purchase Agreement, dated September 19,
1997,
among the Company, Atlantic Coast Airlines,
Morgan
Stanley & Co. Incorporated and First National
Bank of
Maryland, as Trustee.
10.50(b) (note 7)Form of Pass Through Trust Agreement, dated as of
September 25, 1997, among the Company, Atlantic
Coast
Airlines, and First National Bank of Maryland, as
Trustee.
10.50(c) (note 7)Form of Pass Through Trust Certificate.
10.50(d) (note 7)Form of Participation Agreement, dated as of
September
30, 1997, Atlantic Coast Airlines, as Lessee and
Initial
Owner Participant, State Street Bank and Trust
Company
of Connecticut, National Association, as Owner
Trustee,
the First National Bank of Maryland, as Indenture
Trustee, Pass-Through Trustee, and Subordination
Agent,
including, as exhibits thereto, Form of Lease
Agreement,
Form of Trust Indenture and Security Agreement,
and Form
of Trust Agreement.
10.50(e) (note 7)Guarantee, dated as of September 30, 1997, from
the
Company.
10.80 (note 7) Ground Lease Agreement Between The Metropolitan
Washington Airports Authority And Atlantic Coast
Airlines dated as of June 23, 1997.
10.85 (note 4) Lease Agreement Between The Metropolitan
Washington
Airports Authority and Atlantic Coast Airlines,
with
amendments as of January 1, 1999.
10.90 (notes 7 & 12)
Schedules
and Exhibits to ISDA Master Agreement between the
Company and Bombardier Inc. dated as of July 11,
1997
(the Company entered into substantially similar
arrangements for interest rate hedges that are
presently
outstanding).
21.1 Subsidiaries of the Company.
23.1 Consent of KPMG LLP.
27.1 Financial Data Schedule.
Notes
(1) Filed by amendment as an Exhibit to this Annual Report on
Form 10-K for the fiscal year ended December 31, 1999.
(2) Filed as Exhibit to the Quarterly Report on Form 10-Q
for the
three month period ended September 30, 1999.
(3) Filed as Exhibit to the Quarterly Report on Form 10-Q
for the
three month period ended June 30, 1999.
(4) Filed as an Exhibit to the Annual Report on Form 10-K
for the
fiscal year ended December 31, 1998.
(5) Filed as Exhibit 99.1 to Form 8-A (File No. 000-
21976),
incorporated herein by reference.
(6) Filed as Exhibit to the Quarterly Report on Form 10-Q
for the
three month period ended June 30, 1998.
(7) Filed as an Amendment to the Annual Report on Form 10-K
for the
fiscal year ended December 31, 1997, incorporated
herein by
reference.
(8) Filed as an Exhibit to the Quarterly Report on Form 10-Q
for the
three month period ended June 30, 1997, incorporated
herein by
reference.
(9) Filed as an Amendment to the Annual Report on Form 10-K
for the
fiscal year ended December 31, 1996, incorporated
herein by
reference.
(10) Filed as an Exhibit to the Annual Report on Form 10-K
for the
fiscal year ended December 31, 1994, incorporated
herein by
reference.
(11) Filed as an Exhibit to Form S-1, Registration No. 33-
62206,
effective July 20, 1993, incorporated herein by reference.
(12) Portions of this document have been omitted pursuant to a
request
for confidential treatment that has been granted.
(13) Portions of this document have been omitted pursuant to a
request
for confidential treatment that is pending.
(14) This documents is a management contract or compensatory
plan or
arrangement.
3
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d)
of the
Securities Exchange Act of 1934, the registrant has duly
caused this
Amendment No. 1 to Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized on March 30, 2000.
ATLANTIC COAST AIRLINES
HOLDINGS, INC.
By /S/
:
/ Richard
J. Kennedy
Secretary
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
10.12(a) Amended and Restated Severance Agreement, dated
as of December
28, 1999, between the Company and Kerry B. Skeen.
10.12(b) Amended and Restated Severance Agreement, dated
as of December
28, 1999, between the Company and Thomas J.
Moore.
10.12(c) Form of Severance Agreement substantially similar
to agreements with Richard J. Surratt and with
Michael
S. Davis, both restated as of December 28, 1999.
10.27 Form of Split Dollar Agreement and Agreement of
Assignment of
Life Insurance Death Benefit as Collateral. The
Company
has entered into substantially identical
agreements with
Kerry B. Skeen, Thomas J. Moore, Michael S. Davis
and
Richard J. Surratt.