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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e)(3) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMTRAN, INC.
(NAME OF THE ISSUER)
AMTRAN, INC.
INDUS ACQUISITION COMPANY
J. GEORGE MIKELSONS
(NAMES OF PERSONS FILING STATEMENT)
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COMMON STOCK, WITHOUT PAR VALUE, OF AMTRAN, INC.
(TITLE OF CLASS OF SECURITIES)
03234G106
(CUSIP NUMBER OF CLASS OF SECURITIES)
J. GEORGE MIKELSONS BRIAN T. HUNT, ESQ.
INDUS ACQUISITION COMPANY AMTRAN, INC.
7337 WEST WASHINGTON STREET 7337 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA 46251 INDIANAPOLIS, INDIANA 46251
(317) 247-4000 (317) 247-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPIES TO:
WILLIAM P. ROGERS, JR., ESQ. BENJAMIN F. STAPLETON, ESQ.
CRAVATH, SWAINE & MOORE JOHN EVANGELAKOS, ESQ.
WORLDWIDE PLAZA SULLIVAN & CROMWELL
825 EIGHTH AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10004
(212) 474-1000 (212) 558-4000
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This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A ('SS'SS'240.14a-1
through 240.14b-2), Regulation 14C (240.14c-1 through
'SS'SS'240.14c-101) or Rule 13e-3(c) ('SS'240.13e-3(c))
under the Securities Exchange Act of 1934 ('the Act').
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x].
Check the following box if the filing is a final amendment reporting results of
the transaction: [ ].
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$82,288,972 $16,458
* For purposes of calculating the filing fee only. Calculated in accordance
with Exchange Act Rule 0-11 assuming (a) the conversion of 3,191,665 shares
of common stock, without par value, of Amtran, Inc. ('Amtran') into the right
to receive $23 per share in cash, (b) the payment of $6,679,002 to holders of
options to purchase shares of common stock which are being cashed out and
(c) the delivery of an unsecured note in aggregate principal amount of
$2,201,675 in payment for shares of Series B preferred stock, without par
value, of Amtran (assuming the repurchase of 5% of such shares).
[x] Check the box if any part of the fee is offset as provided by
'SS'240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $16,458 Filing Party: Amtran, Inc.
Form or Registration No.: Schedule 14A Date Filed: June 29, 2001
________________________________________________________________________________
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this 'Transaction
Statement') is being filed by (1) Amtran, Inc., an Indiana corporation
('Amtran') and issuer of the shares of the common stock, without par value
('Common Stock'), which are the subject of the Rule 13e-3 transaction, (2) J.
George Mikelsons, Chairman of Amtran ('JGM'), and (3) INDUS Acquisition Company,
an Indiana corporation newly organized by JGM ('INDUS').
This Transaction Statement relates to the Agreement and Plan of Merger dated
as of June 18, 2001 (the 'Merger Agreement'), between INDUS and Amtran, and the
merger of INDUS with and into Amtran, with Amtran as the surviving corporation
(the 'Merger'), upon the terms and subject to the conditions set forth in the
Merger Agreement.
Concurrently with the filing of this Transaction Statement, Amtran is filing
with the Securities and Exchange Commission (the 'SEC') a proxy statement on the
date hereof (the 'Proxy Statement') under Regulation 14A of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), relating to the adjourned
annual meeting of shareholders of Amtran at which the shareholders of Amtran
will consider and vote upon, among other things, a proposal to approve the
Merger Agreement, the Plan of Merger attached thereto, the consummation of the
merger and other transactions contemplated by the Merger Agreement and the
amendment and restatement of Article XII of Amtran's articles of incorporation
as contemplated by the Purchase and Voting Agreement dated as of May 16, 2001,
between Amtran and International Lease Finance Corporation (the 'ILFC
Agreement'). A copy of the Proxy Statement is incorporated by reference herein
as Exhibit (a)(3)(A). A copy of the Merger Agreement has been filed as Annex A
to the Proxy Statement. A copy of the ILFC Agreement is incorporated by
reference herein as Exhibit (d)(2).
The information in the Proxy Statement, including all appendices thereto, is
hereby incorporated by reference in answer to Items 1 through 15 of this
Transaction Statement, and is supplemented by the information specifically
provided herein. As of the date hereof, the Proxy Statement is in preliminary
form and is subject to completion and amendment.
ITEM 16. EXHIBITS
(a)(3)(A) Preliminary Proxy Statement filed with the SEC by Amtran on
June 29, 2001 on Schedule 14A (incorporated by reference to
the Proxy Statement filed with the SEC by Amtran on
June 29, 2001 on Schedule 14A).
(a)(3)(B) Form of preliminary proxy card to be sent to holders of
Common Stock filed with the SEC along with the Proxy
Statement by Amtran (incorporated by reference to the Proxy
Statement filed with the SEC by Amtran on June 29, 2001 on
Schedule 14A).
(a)(3)(C) Press Release issued by Amtran on June 18, 2001
(incorporated by reference to Exhibit 99.2 of the Current
Report on Form 8-K filed with the SEC by Amtran on June 19,
2001).
(a)(5)(A) Complaint of M. Todd Seis against J. George Mikelsons; John
P. Tague; James W. Hlavacek; Kenneth K. Wolff; Robert A.
Abel; William P. Rogers, Jr.; Andrejs P. Stipnieks; and
Amtran, Inc. filed with the Marion County, Indiana Superior
Court on May 17, 2001 (incorporated by reference to Exhibit
99.1 of the Current Report on Form 8-K filed with the SEC by
Amtran on May 25, 2001).
(a)(5)(B) Complaint of David Schneider against J. George Mikelsons;
John P. Tague; James W. Hlavacek; Kenneth K. Wolff; Robert
A. Abel; William P. Rogers, Jr.; Andrejs P. Stipnieks; and
Amtran, Inc. filed with the Marion County, Indiana Superior
Court on May 17, 2001 (incorporated by reference to Exhibit
99.2 of the Current Report on Form 8-K filed with the SEC by
Amtran on May 25, 2001).
(a)(5)(C) Complaint of Crandon Capital Partners against John P. Tague;
James W. Hlavacek; J. George Mikelsons; Kenneth K. Wolff;
William P. Rogers, Jr.; Robert A. Abel; Andrejs P.
Spitnieks; and Amtran, Inc. filed with the Indianapolis
Division of the United States District Court for the
Southern District of Indiana on May 30, 2001.
(a)(5)(D) Memorandum of Understanding dated as of June 18, 2001,
between Amtran, Inc. and the plaintiff-shareholders named
therein.
(b) Commitment Letter dated June 18, 2001, from Salomon Smith
Barney Inc. and Citicorp USA, Inc. to Amtran, Inc. and
American Trans Air, Inc. (incorporated by reference to
Exhibit 2 of the Schedule 13D filed with the SEC by INDUS
and JGM on June 21, 2001).
(c)(1) Opinion of Dresdner Kleinwort Wasserstein, Inc. dated June
18, 2001 (incorporated by reference to Annex C to the Proxy
Statement filed with the SEC by Amtran on June 29, 2001 on
Schedule 14A).
(c)(2) Financial Presentation Materials of Dresdner Kleinwort
Wasserstein, Inc. to the Special Committee of the Board of
Directors of Amtran dated June 18, 2001.
(d)(1) Agreement and Plan of Merger dated as of June 18, 2001,
between INDUS Acquisition Company and Amtran, Inc.
(incorporated by reference to Annex A to the Proxy Statement
filed with the SEC by Amtran on June 29, 2001 on
Schedule 14A).
(d)(2) Purchase and Voting Agreement dated as of May 16, 2001,
between Amtran, Inc. and International Lease Finance
Corporation (incorporated by reference to Annex B to the
Proxy Statement filed with the SEC by Amtran on June 29,
2001 on Schedule 14A).
(d)(3) Stock Subscription Agreement dated June 18, 2001 between J.
George Mikelsons and INDUS Acquisition Company (incorporated
by reference to Exhibit 1 of the Schedule 13D filed with the
SEC by INDUS and JGM on June 21, 2001).
(f) Chapter 44 of the Indiana Business Corporation Law.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: June 29, 2001
AMTRAN, INC,
By: /S/ JOHN P. TAGUE
___________________________________
Name: John P. Tague
Title: Chief Executive Officer
INDUS ACQUISITION COMPANY,
By: /S/ J. GEORGE MIKELSONS
___________________________________
Name: J. George Mikelsons
Title: Chairman and President
/S/ J. GEORGE MIKELSONS
___________________________________
J. George Mikelsons
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(3)(A) Preliminary Proxy Statement filed with the SEC by Amtran on
June 29, 2001 on Schedule 14A (incorporated by reference to
the Proxy Statement filed with the SEC by Amtran on
June 29, 2001 on Schedule 14A).
(a)(3)(B) Form of preliminary proxy card to be sent to holders of
Common Stock filed with the SEC along with the Proxy
Statement by Amtran (incorporated by reference to the Proxy
Statement filed with the SEC by Amtran on June 29, 2001 on
Schedule 14A).
(a)(3)(C) Press Release issued by Amtran on June 18, 2001
(incorporated by reference to Exhibit 99.2 of the Current
Report on Form 8-K filed with the SEC by Amtran on June 19,
2001).
(a)(5)(A) Complaint of M. Todd Seis against J. George Mikelsons; John
P. Tague; James W. Hlavacek; Kenneth K. Wolff; Robert A.
Abel; William P. Rogers, Jr.; Andrejs P. Stipnieks; and
Amtran, Inc. filed with the Marion County, Indiana Superior
Court on May 17, 2001 (incorporated by reference to Exhibit
99.1 of the Current Report on Form 8-K filed with the SEC by
Amtran on May 25, 2001).
(a)(5)(B) Complaint of David Schneider against J. George Mikelsons;
John P. Tague; James W. Hlavacek; Kenneth K. Wolff; Robert
A. Abel; William P. Rogers, Jr.; Andrejs P. Stipnieks; and
Amtran, Inc. filed with the Marion County, Indiana Superior
Court on May 17, 2001 (incorporated by reference to Exhibit
99.2 of the Current Report on Form 8-K filed with the SEC by
Amtran on May 25, 2001).
(a)(5)(C) Complaint of Crandon Capital Partners against John P. Tague;
James W. Hlavacek; J. George Mikelsons; Kenneth K. Wolff;
William P. Rogers, Jr.; Robert A. Abel; Andrejs P.
Spitnieks; and Amtran, Inc. filed with the Indianapolis
Division of the United States District Court for the
Southern District of Indiana on May 30, 2001.
(a)(5)(D) Memorandum of Understanding dated as of June 18, 2001,
between Amtran, Inc. and the plaintiff-shareholders named
therein.
(b) Commitment Letter dated June 18, 2001, from Salomon Smith
Barney Inc. and Citicorp USA, Inc. to Amtran, Inc. and
American Trans Air, Inc. (incorporated by reference to
Exhibit 2 of the Schedule 13D filed with the SEC by INDUS
and JGM on June 21, 2001).
(c)(1) Opinion of Dresdner Kleinwort Wasserstein, Inc. dated June
18, 2001 (incorporated by reference to Annex C to the Proxy
Statement filed with the SEC by Amtran on June 29, 2001 on
Schedule 14A).
(c)(2) Financial Presentation Materials of Dresdner Kleinwort
Wasserstein, Inc. to the Special Committee of the Board of
Directors of Amtran dated June 18, 2001.
(d)(1) Agreement and Plan of Merger dated as of June 18, 2001,
between INDUS Acquisition Company and Amtran, Inc.
(incorporated by reference to Annex A to the Proxy Statement
filed with the SEC by Amtran on June 29, 2001 on
Schedule 14A).
(d)(2) Purchase and Voting Agreement dated as of May 16, 2001,
between Amtran, Inc. and International Lease Finance
Corporation (incorporated by reference to Annex B to the
Proxy Statement filed with the SEC by Amtran on June 29,
2001 on Schedule 14A).
(d)(3) Stock Subscription Agreement dated June 18, 2001 between J.
George Mikelsons and INDUS Acquisition Company (incorporated
by reference to Exhibit 1 of the Schedule 13D filed with the
SEC by INDUS and JGM on June 21, 2001).
(f) Chapter 44 of the Indiana Business Corporation Law.
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as.......................... 'SS'