________________________________________________________________________________
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
(AMENDMENT NO. 3)
AMTRAN, INC.
(NAME OF THE ISSUER)
AMTRAN, INC.
INDUS ACQUISITION COMPANY
J. GEORGE MIKELSONS
JOHN P. TAGUE
KENNETH K. WOLFF
JAMES W. HLAVACEK
(NAMES OF PERSONS FILING STATEMENT)
-------------------
COMMON STOCK, WITHOUT PAR VALUE, OF AMTRAN, INC.
(TITLE OF CLASS OF SECURITIES)
03234G106
(CUSIP NUMBER OF CLASS OF SECURITIES)
<Table>
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
</Table>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPIES TO:
<Table>
WILLIAM P. ROGERS, JR., ESQ. BENJAMIN F. STAPLETON, ESQ.
RONALD CAMI, ESQ. JOHN EVANGELAKOS, ESQ.
CRAVATH, SWAINE & MOORE SULLIVAN & CROMWELL
WORLDWIDE PLAZA 125 BROAD STREET
825 EIGHTH AVENUE NEW YORK, NEW YORK 10004
NEW YORK, NEW YORK 10019 (212) 558-4000
(212) 474-1000
</Table>
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This statement is filed in connection with (check the appropriate box):
<Table>
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 ('SS'SS'240.14c-1 through
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.
</Table>
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
<Table>
<Caption>
========================================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- ----------------------------------------------------------------------------------------
$82,287,992 $16,458
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</Table>
* 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 $6,678,022 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 Amendment No. 3 (this 'Amendment') 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'), (3) INDUS
Acquisition Company, an Indiana corporation newly organized by JGM ('INDUS'),
and (4) John P. Tague, Chief Executive Officer of Amtran, Kenneth K. Wolff,
Executive Vice President and Chief Financial Officer of Amtran, and James W.
Hlavacek, Executive Vice President and Chief Operating Officer of Amtran, and
amends the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as so amended,
the 'Transaction Statement') filed by Amtran, JGM and INDUS on June 29, 2001 and
subsequently amended on August 3, 2001 and August 20, 2001.
The 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 Amendment, Amtran is filing with the
Securities and Exchange Commission (the 'SEC') Amendment No. 3 to the
preliminary proxy statement filed by Amtran with the SEC on June 29, 2001 (the
'Revised 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 Revised 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 Revised Proxy Statement. A copy of the ILFC Agreement has been
filed as Annex B to the Revised Proxy Statement.
The information in the Revised Proxy Statement, including all appendices
thereto, is hereby incorporated by reference in answer to Items 1 through 15 of
this Amendment, and is supplemented by the information specifically provided
herein. As of the date hereof, the Revised Proxy Statement is in preliminary
form and is subject to completion and amendment.
ITEM 16. EXHIBITS
<Table>
(a)(3)(A) Amendment No. 3 to Preliminary Proxy Statement filed with
the SEC by Amtran on September 4, 2001 on Schedule 14A
(incorporated by reference to Amendment No. 3 to the Proxy
Statement filed with the SEC by Amtran on September 4, 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 Amendment No. 3
to the Proxy Statement by Amtran (incorporated by reference
to Amendment No. 3 to the Proxy Statement filed with the SEC
by Amtran on September 4, 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).
</Table>
<Table>
(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 Amendment
No. 3 to the Proxy Statement filed with the SEC by Amtran on
September 4, 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.*
(c)(3) Preliminary Draft Financial Presentation Materials of
Dresdner Kleinwort Wasserstein, Inc. to the Special
Committee of the Board of Directors of Amtran dated June 5,
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 Amendment No. 3 to
the Proxy Statement filed with the SEC by Amtran on
September 4, 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
Amendment No. 3 to the Proxy Statement filed with the SEC by
Amtran on September 4, 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).
(d)(4) Form of Indemnity Letter Agreement dated as of August 31,
2001 between J. George Mikelsons and INDUS Acquisition
Company and each of John P. Tague, Kenneth K. Wolff and
James W. Hlavacek.
(f) Chapter 44 of the Indiana Business Corporation Law.*
</Table>
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* Filed previously.
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: September 4, 2001
AMTRAN, INC,
By: /S/ KENNETH K. WOLFF
___________________________________
Name: Kenneth K. Wolff
Title: Chief Financial Officer
INDUS ACQUISITION COMPANY,
By: /S/ J. GEORGE MIKELSONS
___________________________________
Name: J. George Mikelsons
Title: Chairman and President
/S/ J. GEORGE MIKELSONS
___________________________________
J. George Mikelsons
/S/ JOHN P. TAGUE
___________________________________
John P. Tague
/S/ KENNETH K. WOLFF
___________________________________
Kenneth K. Wolff
/S/ JAMES W. HLAVACEK
___________________________________
James W. Hlavacek
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
--- -----------
(a)(3)(A) Amendment No. 3 to Preliminary Proxy Statement filed with
the SEC by Amtran on September 4, 2001 on Schedule 14A
(incorporated by reference to Amendment No. 3 to the Proxy
Statement filed with the SEC by Amtran on September 4, 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 Amendment No. 3
to the Proxy Statement by Amtran (incorporated by reference
to Amendment No. 3 to the Proxy Statement filed with the SEC
by Amtran on September 4, 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 Amendment
No. 3 to the Proxy Statement filed with the SEC by Amtran on
September 4, 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.*
(c)(3) Preliminary Draft Financial Presentation Materials of
Dresdner Kleinwort Wasserstein, Inc. to the Special
Committee of the Board of Directors of Amtran dated June 5,
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 Amendment No. 3 to
the Proxy Statement filed with the SEC by Amtran on
September 4, 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
Amendment No. 3 to the Proxy Statement filed with the SEC by
Amtran on September 4, 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).
(d)(4) Form of Indemnity Letter Agreement dated as of August 31,
2001 between J. George Mikelsons and INDUS Acquisition
Company and each of John P. Tague, Kenneth K. Wolff and
James W. Hlavacek.
(f) Chapter 44 of the Indiana Business Corporation Law.*
</Table>
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* Previously filed.
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'