United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 5
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996. [No Fee Required]
Transition report pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 [No Fee Required]
For the transition period from ________________________________
to _______________________________
Commission File number 0-21976
ATLANTIC COAST AIRLINES, INC.
(Exact name of registrant as specified in charter)
Delaware 13-3621051
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
515-A Shaw Road
Dulles, Virginia 20166
(Address of Principal Executive Offices)
Registrant's telephone number including area code: (703) 925-6000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.02 par value
Indicate by check mark whether the registrant (1) has filed all reports
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 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 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.
As of November 10, 1997, the aggregate market value of the Common Stock
of the Registrant (based upon the average bid and asked prices of the
Common Stock as reported by the National Association of Securities
Dealers, Inc. through its Automated Quotation System) held by
nonaffiliates of the Registrant was approximately $113,219,720.
As of November 10, 1997, 7,186,099 shares of Common Stock of the
Registrant were outstanding.
Documents Incorporated by Reference:
None
EXPLANATORY NOTE
The purposes of this amendment are (i) to indicate that
confidential treatment has been granted with respect to certain
portions of Exhibits 10.40 and 10.50 and that the omitted
portions of these exhibits have been filed separately with the
Commission, and (ii) to refile these exhibits. Item 14 is hereby
amended and restated as filed herewith.
Item 14. Exhibits, Financial Statement Schedules and
Reports of Form 8-K
(a) (1) Financial Statements
The Financial Statements listed in the accompanying
index to financial statements are filed as part of this
Annual Report on Form 10-K.
(2) Financial Statement Schedules
The Financial Statement Schedules listed in the
accompanying index to financial statements are filed as
part of this Annual Report on Form 10-K.
(3) Exhibits
Exhibit
Number Description of Exhibit
3.1*** Restated Certificate of Incorporation of the Company.
3.1(a)** Certificate of Correction to the Restated Certificate
of Incorporation.
3.2** Restated By-laws of the Company.
4.1* Specimen Common Stock Certificate.
4.2* 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* 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* Form of amendment to the Stockholders Registration
Rights Agreement.
4.16*** Registration Rights Agreement, dated as of December 30,
1994, by and between JSX Capital Corporation and
Atlantic Coast Airlines, Inc.
10.1* Atlantic Coast Airlines, Inc. 1992 Stock Option Plan.
10.2** Restated Atlantic Coast Airlines, Inc. Employee Stock
Ownership Plan, effective October 11, 1991, as amended
through December 31, 1996.
10.4** Restated Atlantic Coast Airlines 401(k) Plan, as
amended through February 3, 1997.
10.6* 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.
10.7* Agreement to Lease British Aerospace Jetstream-41
Aircraft, dated December 23, 1992, between British
Aerospace, Inc. and Atlantic Coast Airlines.
10.12(b)**** Amendment and Restated Severance Agreement, dated
as of October 18, 1995 between the Company and Kerry B.
Skeen.
10.12(c)** First Amendment To Severance Agreement For Kerry
B. Skeen effective as of October 16, 1996.
10.12(h)** Form of Severance Agreement. The Company has
entered into substantially identical agreements with
Thomas J. Moore and with Michael S. Davis, both dated
as of January 1, 1997.
10.12(i)** Severance Agreement dated as of January 28, 1997,
between the Company and James B. Glennon.
10.12(j)** Promissory Note in the amount of $75,000 issued by
Paul H. Tate to the Company dated February 19,1997 and
payable September 30, 1997.
10.13(a)** Form of Indemnity Agreement. The Company has
entered into substantially identical agreements with
the individual members of its Board of Directors.
10.20*** Stock Purchase Agreement, dated the 30th day of
December 1994, by and among JSX Capital Corporation,
Atlantic Coast Airlines, and Atlantic Coast Airlines,
Inc.
10.21*** Acquisition Agreement, dated as of December 30, 1994,
by and among Jetstream Aircraft, Inc., JSX Capital
Corporation, and Atlantic Coast Airlines.
10.21(a)** 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** Loan and Security Agreement, dated as of October 12,
1995, between Atlantic Coast Airlines and Shawmut
Capital Corporation.
10.24**** Stock Incentive Plan of 1995.
10.25**** 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.
10.26**** 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.
10.27**** Split Dollar Agreement, dated as of December 29, 1995,
between the Company and Kerry B. Skeen.
10.27(a)** Form of Split Dollar Agreement. The Company has
entered into substantially identical agreements with
Thomas J. Moore and with Michael S. Davis, both dated
as of July 1, 1996.
10.28**** Split Dollar Agreement, dated as of December 29, 1995,
between the Company and James B. Glennon.
10.29**** Agreement of Assignment of Life Insurance Death Benefit
As Collateral, dated as of December 29, 1995, between
the Company and Kerry B. Skeen.
10.29(a)** Form of Agreement of Assignment of Life Insurance
Death Benefit As Collateral. The Company has entered
into substantially identical agreements with Thomas J.
Moore and with Michael S. Davis, both dated as of July
1, 1996.
10.30**** Agreement of Assignment of Life Insurance Death Benefit
As Collateral, dated as of December 29, 1995, between
the Company and James B. Glennon.
10.31** Summary of Senior Management Bonus Program. The Company
has adopted a plan in substantially the form as
outlined in this exhibit for 1997.
10.32**** Summary of "Share the Success" Profit Sharing Plan.
The Company has adopted a plan in substantially this
form for 1997 and 1996.
10.40#** Purchase Agreement between Bombardier Inc. and Atlantic
Coast Airlines Relating to the Purchase of Canadair
Regional Jet Aircraft dated January 8, 1997.
10.50#** Purchase Agreement for Twelve Jetstream 4100 Aircraft
between Atlantic Coast Airlines and Aero International
(Regional) as agent for and on behalf of British
Aerospace (Operations) Limited dated February 23, 1997.
10.60** Form of Lease Agreement between Atlantic Coast Airlines
and Finova Capital Corporation. The Company has entered
into four substantially identical agreements during
1996 for four J-41 aircraft.
11.1** Computation of Per Share Earnings.
21.1* Subsidiaries of the Company.
23.1** Consent of BDO Seidman.
# Confidential treatment has been granted pursuant to Rule
24b-2 under the Securities Exchange Act of 1934, as
amended, with respect certain portions of the indicated
Exhibit. The omitted information has been filed
separately with the Commission.
* Filed as an Exhibit to Form S-1, Registration No. 33-
62206, effective July 20, 1993, incorporated herein by
reference.
** Filed herewith.
*** Filed as an Exhibit to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, incorporated
herein by reference.
**** Filed as an Exhibit to the Annual report on Form 10-K for
the fiscal year ended December 31, 1995, incorporated
herein by reference.
(b) Reports on Form 8-K. The Company did not file any
current reports on Form 8-K during the fourth quarter of
1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on November 24, 1997.
ATLANTIC COAST AIRLINES,
INC.
By: /s/ C. Edward Acker
C. Edward Acker
Chairman of the Board of
Directors
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
indicated on December 1, 1997.
/s/ C. Edward Acker
C. Edward Acker
Chairman of the Board of Directors
/s/ Kerry B. Skeen
Kerry B. Skeen
President and Chief Executive Officer
(principal executive officer)
/s/ Paul H. Tate
Paul H. Tate
Senior Vice President and Chief Financial
Officer (principal financial and
accounting officer)
/s/ Robert E. Buchanan
Robert E. Buchanan, Director
/s/ Joseph W. Elsbury
Joseph W. Elsbury, Director
/s/ James J. Kerley
James J. Kerley, Director
/s/ James C. Miller
James C. Miller, Director
/s/ John M. Sullivan
John M. Sullivan, Director
/s/ Susan MacGregor Coughlin
Susan MacGregor Coughlin, Director
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.40 Purchase Agreement between Bombardier
Inc. and Atlantic Coast Airlines
relating to the purchase of Canadair
Regional Jet aircraft, dated January
8, 1997.
10.50 Purchase Agreement for Twelve
Jetstream 4100 Aircraft between
Atlantic Coast Airlines and Aero
International (Regional) as agent for
and of behalf of British Aerospace
(Operations) Limited, dated February
23, 1997.
_______________
Confidential treatment has been granted pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended,
with respect to certain portions of the indicated Exhibit. Such
omitted information has been filed separately with the
Commission.