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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[x] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
AMTRAN, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
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2
[AMTRAN, INC. LOGO]
April 16, 2001
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of
Shareholders at 9:00 a.m. on Tuesday, May 29, 2001, at the Company's
headquarters located at 7337 West Washington Street, Indianapolis, Indiana
46231. We will review Amtran's 2000 performance and answer any questions you may
have. Enclosed with this Proxy Statement are your proxy card and 2000 Annual
Report. Whether or not you plan to attend in person, you are requested to vote,
sign, date and promptly return the enclosed proxy card in the envelope provided.
I look forward to seeing you on May 29. 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
BOX 51609 - INDIANAPOLIS INTERNATIONAL AIRPORT - INDIANAPOLIS, INDIANA 46251-0609
(317) 240-7000 - FAX: (317) 240-7091 - TELEX: 79718 - SITA: INDEXTZ
3
NOTICE OF THE
2001 ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
The Annual Meeting of Shareholders of Amtran, Inc. will be held on
TUESDAY, MAY 29, 2001, at 9:00 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, LLP as independent accountants
for the fiscal year ending December 31, 2001; 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 29, 2001,
will be entitled to vote at the Annual Meeting and 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, proxy card and Amtran, Inc.'s 2000 Annual
Report to Shareholders are being distributed on or about April 16, 2001.
By Order of the Board of Directors,
/s/ Brian T. Hunt
Dated: April 16, 2001 Brian T. Hunt
Vice President and Secretary
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PROXY STATEMENT
TABLE OF CONTENTS
PAGE
QUESTIONS AND ANSWERS......................................................................... 1
PROPOSALS TO BE VOTED UPON.................................................................... 3
BOARD OF DIRECTORS............................................................................ 5
Board Meetings and Committees............................................................ 6
Directors' Compensation.................................................................. 7
Section 16(a) Beneficial Ownership Reporting Compliance.................................. 7
Certain Relationships and Related-Party Transactions..................................... 7
REPORT OF THE AUDIT COMMITTEE................................................................. 8
REPORT OF THE COMPENSATION COMMITTEE.......................................................... 9
BENEFICIAL OWNERSHIP TABLE.................................................................... 11
SUMMARY COMPENSATION TABLE.................................................................... 12
OPTION GRANTS TABLE........................................................................... 14
OPTION EXERCISES AND YEAR-END OPTION
VALUES TABLE................................................................................ 15
STOCK PERFORMANCE GRAPH....................................................................... 16
AUDIT COMMITTEE CHARTER....................................................................... Appendix A
5
Q U E S T I O N S A N D A N S W E R S
- -------------------------------------------------------------------------------
Q: WHAT AM I VOTING ON?
A: - 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
- Ratification of Ernst & Young LLP as Amtran's independent accountants.
(See pages 3-7 for more details.)
- -------------------------------------------------------------------------------
Q: WHO IS ENTITLED TO VOTE?
A: Shareholders as of the close of business on March 29, 2001 (the Record
Date), are entitled to vote at the Annual Meeting. Each share of Amtran common
stock is entitled to one vote.
- -------------------------------------------------------------------------------
Q: HOW DO I VOTE?
A: Sign and date each proxy card you receive and return it in the prepaid
envelope. You have the right to revoke your proxy at any time before the Annual
Meeting by (1) notifying Amtran's Corporate Secretary, (2) voting in person at
the Annual Meeting, 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 both proposals on your behalf.
- -------------------------------------------------------------------------------
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 the processing of 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.
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
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.
1
6
- -------------------------------------------------------------------------------
Q: WHAT CONSTITUTES A QUORUM?
A: As of the Record Date, 11,383,993 shares of Amtran common stock were
issued and outstanding. A majority of the outstanding shares, present or
represented 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 on a proposal, your abstention
will have the same effect as a vote against that proposal.
- -------------------------------------------------------------------------------
Q: WHO CAN ATTEND THE ANNUAL MEETING?
A: All shareholders who hold Amtran common stock as of the Record Date can
attend.
- -------------------------------------------------------------------------------
Q: WHAT PERCENTAGE OF STOCK DO THE AMTRAN DIRECTORS OWN?
A: Together, they own approximately 73% of the outstanding shares of our
common stock as of the Record Date. (See page 11 for more details.)
- -------------------------------------------------------------------------------
Q: WHO ARE THE LARGEST PRINCIPAL SHAREHOLDERS?
A: J. George Mikelsons owned 8,271,200 shares, or 72%, as of March 29, 2001.
Dimensional Fund Advisors, Inc. owned 1,041,500 shares, or 9%, as of December
31, 2000.
- -------------------------------------------------------------------------------
Q: WHEN ARE THE 2002 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, 2001.
For a shareholder proposal that is not intended to be included in
Amtran's proxy materials but is intended to be raised by a shareholder from the
floor at next year's Annual Meeting, the shareholder must provide advance notice
no later than February 15, 2002. If a proposal is received after that date,
Amtran's proxy for next year's Annual Meeting may confer discretionary 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.
- -------------------------------------------------------------------------------
Q: WHO IS SOLICITING PROXIES FOR THE ANNUAL MEETING?
A: The Board of Directors of Amtran is soliciting proxies for the Annual
Meeting. Amtran will bear all costs of soliciting proxies. Solicitation of
proxies will be principally by mail, but proxies may also be solicited by
directors, officers and other regular employees of Amtran, who will receive no
additional compensation for these activities. Brokers and others who hold shares
of Amtran common stock on behalf of others will be asked to send proxy materials
to the beneficial owners of those shares, and Amtran will reimburse them for
their reasonable expenses in doing so.
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7
PROPOSALS TO BE VOTED UPON
- -------------------------------------------------------------------------------
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 5-7 for more information.)
Our bylaws provide that the nominees for director receiving a plurality
of the votes cast at the Annual Meeting, up to the number of directors to be
elected at the Annual meeting, will be elected. Your Board recommends a vote FOR
these nominees. Abstentions and broker non-votes are not included in the
tabulation of votes cast and, therefore, do not have the effect of votes in
opposition to a nominee.
2. RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS
Ernst & Young LLP has been our independent public accountants for the
past eight 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.
AUDIT FEES
The aggregate fees billed by Ernst & Young for professional services
rendered for the audit of the Company's annual financial statements for the year
ended December 31, 2000, and the reviews of the financial statements included in
the Company's quarterly reports on Form 10-Q during the year 2000 were $273,500.
OTHER FEES
The aggregate fees billed by Ernst & Young for services they rendered in
the year 2000 other than services included under the heading "Audit Fees" were
$282,790. Ernst & Young performed no services for the Company in 2000 related to
financial information systems design and implementation.
In 2000, 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 and its subsidiaries did not impair its independence as
Amtran's accountants. The Report of the Audit Committee on page 8 of this Proxy
Statement contains additional information on Ernst & Young's services for
Amtran.
We need a majority of the votes cast in person or by proxy and entitled
to vote at the Annual Meeting in order to ratify Ernst & Young LLP as
independent accountants for 2001. The Audit Committee and the Board recommend a
vote FOR Ernst & Young LLP as independent accountants for 2001.
Abstentions and broker non-votes are not included in the tabulation of
votes cast and, therefore, do not have the effect of votes in opposition to the
ratification of Ernest & Young as auditors.
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OTHER MATTERS
The Board of Directors does not anticipate that any other matters
will be properly brought before the Annual Meeting. However, if any other
matters are properly brought before the Annual Meeting, the persons named on the
enclosed proxy card will have discretionary authority to vote on those matters
according to their best judgment.
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BOARD OF DIRECTORS
- -------------------------------------------------------------------------------
J. GEORGE MIKELSONS Director since 1993
J. George Mikelsons, age 64, 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 38, was named President and Chief Executive Officer of the
Company in July 1997. He previously served as the Company's President and Chief
Operating Officer from 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. 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 64, 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 35 years and has held the rank of Captain for over 30 years. He was ATA's
Chief Pilot from 1985 to 1986. Mr. Hlavacek is the Chairman of 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 55, 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. From 1988 to 1989, he was President and Chief Operating Officer of
this bank. Prior to his appointment as President of that bank, he held various
positions at the bank since 1968. Mr. Wolff is a graduate of Purdue University
and 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 48, 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 connection
with selected matters.
5
10
WILLIAM P. ROGERS, JR. Director since 1993
William P. Rogers, Jr., age 51, 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 60, is an international aviation consultant. 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 2000, the Board of Directors held four (4) meetings. All directors
attended each Board meeting and each meeting of those Committees on which he
served. As described below, the Board of Directors has Audit and Compensation
Committees.
- ----------------------------------------------------------------------------------------------------------------------
NAME OF COMMITTEE MEETINGS
AND MEMBERS FUNCTIONS OF COMMITTEE IN 2000
- ----------------------------------------------------------------------------------------------------------------------
AUDIT
- -----
William P. Rogers, Jr. - meets with the independent accountants of the Company 2
Robert A. Abel - reviews the audit plan for the Company
Kenneth K. Wolff(1) - reviews the annual audit of the Company with the
Andrejs P. Stipnieks(1) independent accountants
- recommends whether the independent accountants should be
continued as auditors for the Company
- reviews the Company's internal controls
- ----------------------------------------------------------------------------------------------------------------------
COMPENSATION - establishes compensation policies and compensation for the 2
- ------------ Company's officers
Robert A. Abel
Andrejs P. Stipnieks
- ----------------------------------------------------------------------------------------------------------------------
The Audit Committee is governed by a written charter approved by the Board of
Directors. A copy of this charter is included in Appendix A. Additional
information about the Audit Committee is set forth in the "Report of the Audit
Committee" included in this Proxy Statement. The Company does not have a
standing nominating committee.
- ---------------------------
(1) To insure timely compliance with the new NASDAQ rules governing Audit
Committee composition, the Board accepted the resignation of Kenneth K.
Wolff from the Audit Committee on February 27, 2001, and appointed Andrejs
P. Stipnieks to the Committee. Mr. Stipnieks satisfies the independence
requirements of the new rules.
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DIRECTORS' COMPENSATION
- -----------------------
We do not pay directors who are also officers of the Company additional
compensation for their service as directors. In 2000, non-employee directors
received the following:
- 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
- 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.)
- Options to purchase shares of the Company's Common Stock pursuant
to the Amtran, Inc. Stock Option Plan for Non-Employee Directors (a
one-time grant of an option to purchase 2,000 shares following his
election or appointment to the Board of Directors, and 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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------
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 IN 2000
- ------------------------------------------------------------
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
Jet Ranger III helicopters are leased or subleased to ATA. The LongRanger
helicopter is leased to American Trans Air ExecuJet, Inc. ("ExecuJet"). The
Company believes that the current terms of the leases and subleases with Betaco
for this equipment are no less favorable to the Company than those that could be
obtained from third parties.
The sublease for the Cessna Citation currently requires a monthly payment
of $37,500. The sublease 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 sublease for the Aerospatiale 355F2 Twin Star requires a monthly payment of
$22,500, 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 A36
Bonanza aircraft. The aircraft is leased to ExecuJet and subleased to ATA for
$75.00 per flight hour. No minimum monthly payment is required.
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
2000. 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 2000.
As part of the Company's compensation package to Willie McKnight, the
Company's Executive Vice President, Marketing and Sales, on January 24, 2000,
the Company provided Mr. McKnight with an interest-free loan of $230,000. The
loan is evidenced by a Demand Promissory Note signed by Mr. McKnight. However,
50% of the loan was forgiven on January 24, 2001, and the remainder of the
principal balance shall be forgiven if Mr. McKnight is still employed by the
Company on January 24, 2002.
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REPORT OF THE AUDIT COMMITTEE
- --------------------------------------------------------------------------------
The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year 2000 with management and has received
the written disclosures and the letter from Ernst & Young LLP, the Company's
independent auditors, required by Independence Standards Board Standard No. 1
(Independent Discussions with Audit Committee). The Audit Committee has also
discussed with Ernst & Young LLP the Company's audited financial statements for
the fiscal year 2000, including, among other things, the quality of the
Company's accounting principles, the methodologies and accounting principles
applied to significant transactions, the underlying processes and estimates used
by management in its financial statements and the basis for the auditor's
conclusions regarding the reasonableness of those estimates, and the auditor's
independence, as well as the other matters required by Statement on Auditing
Standards No. 61 of the Auditing Standards Board of the American Institute of
Certified Public Accountants.
Based on the review and discussions referred to above, the Audit
Committee recommended inclusion of the audited financial statements in the
Company's Annual Report on Form 10-K to the Board of Directors.
AUDIT COMMITTEE
WILLIAM P. ROGERS, JR., CHAIRMAN
ROBERT A. ABEL
ANDREJS P. STIPNIEKS
8
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REPORT OF THE COMPENSATION COMMITTEE
- --------------------------------------------------------------------------------
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
administering the Company's compensation policies and programs, including its
officer 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
2000.
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' 2000 BASE PAY
- ----------------------------
In establishing a base salary for Mr. Mikelsons, the Committee
considered:
- 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 2000 of $688,194. Based on
a compensation analysis available to the Committee, such base salary is higher
than the base salaries paid by other airlines to executives holding comparable
positions but, given the absence of any stock-based compensation or incentive
cash bonus, total compensation was between the median and the 75th percentile of
total annual cash compensation paid by the other airlines included in the
analysis.
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14
MR. TAGUE'S 2000 BASE PAY
- -------------------------
In establishing a base salary for Mr. Tague, the Committee considered:
- 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 2000 for Mr. Tague of $525,000.
Based on a compensation analysis available to the Committee, such base salary is
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 goals. As in prior years, Mr.
Mikelsons was not eligible for a bonus payment in 2000. Because the Company did
not achieve its corporate goals in 2000, Mr. Tague did not receive a bonus for
2000.
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. In 2000, the Company adopted the 2000 Incentive Stock
Plan for Key Employees of Amtran, Inc. Under these Incentive Stock Plans, which
are administered by the Committee, key employees may receive awards of stock
options and restricted stock. The purpose of the Incentive Stock Plans 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 Plans provide a means to more
closely align the interests of management employees with those of shareholders.
In 2000, the Committee awarded stock options covering an aggregate of
275,000 shares of Amtran common stock to the Company's President and three
Executive Vice Presidents. No awards of stock options or restricted stock were
made to the Chairman, who does not participate in the Incentive Stock Plans. The
option awards made in 2000 vest over a three-year period commencing
approximately one year after the grant date. Additional information on the
awards made in 2000 appears elsewhere in this Proxy Statement. The Company
encourages participants to hold shares of Amtran common stock received through
the exercise of Amtran stock options as a long-term investment.
COMPENSATION COMMITTEE
ROBERT A. ABEL, CHAIRMAN
ANDREJS P. STIPNIEKS
10
15
BENEFICIAL OWNERSHIP
- --------------------------------------------------------------------------------
This table indicates the number of shares of Amtran common stock owned by
(i) the executive officers; (ii) the directors; (iii) any person known by
management to beneficially own more than 5% of the outstanding shares of Amtran
common stock; and (iv) all directors and executive officers of the Company as a
group as of March 29, 2001.
PERCENT OF
NUMBER OF SHARES RIGHT TO OUTSTANDING
NAME AND ADDRESS OF INDIVIDUAL/GROUP OWNED(1) ACQUIRE(2) SHARES(3)
- ------------------------------------ ------ -------- -------
J. George Mikelsons 8,271,200 -0- 72%
7337 West Washington Street
Indianapolis, IN 46231
John P. Tague 10,000 375,758 --
James W. Hlavacek 52,568 259,432 --
Kenneth K. Wolff 11,700 288,001 --
Robert A. Abel 4,000 5,000 --
William P. Rogers, Jr. 5,000 5,000 --
Andrejs P. Stipnieks 1,500 5,000 --
Willie G. McKnight -0- 33,334 --
Dimensional Fund Advisors Inc. 1,041,500(4) -0- 9
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
All directors and executive officers
as a group(5) (excluding J. George Mikelsons) 84,768 971,525 --
- --------------------------------
(1) Includes shares for which the named person has shared voting and investment
power with a spouse.
(2) Shares that can be acquired through presently exercisable stock options or
stock options which will become exercisable by their terms within 60 days.
(3) If more than 1%.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts. (These
investment companies, trusts and accounts are referred to as the "Funds").
In its role as investment adviser and investment manager, Dimensional
possesses voting and/or investment power over the shares of common stock
described in this table that are owned by the Funds. Such shares of common
stock are owned by the Funds, and Dimensional disclaims beneficial ownership
of such securities.
(5) Group consists of seven persons (Messrs. Tague, Hlavacek, Wolff, Abel,
Rogers, Stipnieks and McKnight).
11
16
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
This table shows the compensation paid or accrued to the Chairman of the
Board, President and three executive officers for services rendered during the
last three fiscal years.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- ------------
SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS (#) COMPENSATION($)
- ------------------- ---- --------- -------- ----------- ---------------
J. George Mikelsons, 2000 688,194 None None 3,535(1)
Chairman of the Board 1999 688,194 None None 4,320(2)
1998 688,194 None None 3,840(3)
John P. Tague, 2000 525,000 None 75,000(4) 5,250(1)
President and Chief Executive 1999 519,231 460,000 75,000(5) 4,320(2)
Officer 1998 496,153 800,000 75,000(6) 2,308(3)
James W. Hlavacek 2000 350,000 None 50,000(7) 3,506(1)
Executive Vice President 1999 337,500 224,250 50,000(8) 4,320(2)
and Chief Operating Officer 1998 323,942 390,000 50,000(9) 3,840(3)
Kenneth K. Wolff 2000 350,000 None 50,000(7) 3,393(1)
Executive Vice President and 1999 337,500 224,250 50,000(8) 4,320(2)
Chief Financial Officer 1998 323,942 390,000 50,000(9) 3,840(3)
Willie G. McKnight(10) 2000 323,077 210,000 100,000(11) None
Executive Vice President,
Marketing and Sales
- --------------------------------------------
(1) Represents the amount of the Company's matching contribution to its 401(k)
Plan in 2000.
(2) Represents the amount of the Company's matching contribution to its 401(k)
Plan in 1999.
(3) Represents the amount of the Company's matching contribution to its 401(k)
Plan in 1998.
(4) Pursuant to the 2000 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 28,
2001 - 25,000 shares; January 28, 2002 - 25,000 shares; and January 28,
2003 - 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 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 5, 2000
- 25,000 shares; January 5, 2001 - 25,000 shares; and January 5, 2002 -
25,000 shares.
(6) 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.
(Footnotes continued on next page)
12
17
- --------------------------------------------------------------------------------
(7) Pursuant to the 2000 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 28, 2001 - 16,667 shares; January 28, 2002 -
16,667 shares; and January 28, 2003 - 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
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 5, 2000 - 16,667 shares; January 5, 2001 - 16,667
shares; and January 5, 2002 - 16,666 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
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.
(10) Mr. McKnight was hired on January 24, 2000.
(11) Pursuant to the 2000 Incentive Stock Plan for Key Employees of Amtran,
Inc., the grant of options to Mr. McKnight to purchase 100,000 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:
February 4, 2001 - 33,334 shares; February 4, 2002 - 33,333 shares; and
February 4, 2003 - 33,334 shares.
13
18
OPTION GRANTS TABLE
- --------------------------------------------------------------------------------
This table shows the option grants in 2000 to the individuals named in
the Summary Compensation Table.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
- ------------------------------------------------------------------------------------------- ----------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION
NAME OPTIONS GRANTED IN FISCAL YEAR PRICE/SHARE($) DATE 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------------------------------
J. George Mikelsons -0- -0- -- -- -- --
John P. Tague 75,000(2) 12% 15.75 1/28/2010 742,882 1,882,608
James W. Hlavacek 50,000(3) 8% 15.75 1/28/2010 495,255 1,255,072
Kenneth K. Wolff 50,000(3) 8% 15.75 1/28/2010 495,255 1,255,072
Willie G. McKnight 100,000(4) 16% 16.06 2/4/2010 1,010,162 2,559,949
(1) The values are the result of calculations at the 5% and 10% rates set by
the Securities and Exchange Commission. The Company's per-share stock
price would be $25.66 and $40.85 if increased by 5% and 10%, respectively,
compounded annually over a ten-year option term on an exercise price of
$15.75. The per-share price would be $26.16 and $41.66 if increased by 5%
and 10%, respectively, compounded annually over a ten-year option term on
an exercise price of $16.06.
(2) See Footnote 4 to Summary Compensation Table on vesting of Options.
(3) See Footnote 7 to Summary Compensation Table on vesting of Options.
(4) See Footnote 11 to Summary Compensation Table on vesting of Options.
14
19
OPTION EXERCISES AND
YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------
This table shows the number and value of stock options (exercised and
unexercised) for the named individuals during 2000.
VALUE OF
UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING UNEXERCISED OPTIONS AT FISCAL
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-END YEAR-END
ON EXERCISE REALIZED -------------------------- EXERCISABLE (E)/
NAME (#) ($) EXERCISABLE UNEXERCISABLE UNEXERCISABLE (U)
- -------------------------------------------------------------------------------------------------------------------
J. George Mikelsons -0- -0- -0- -0- -0-
John P. Tague 10,000 79,375 300,758 150,000 $1,735,987(E)
162,500(U)
James W. Hlavacek -0- -0- 209,432 100,000 815,750(E)
108,329(U)
Kenneth K. Wolff -0- -0- 238,000 100,000 962,281(E)
108,329(U)
Willie G. McKnight -0- -0- -0- 100,000 -0-(E)
-0-(U)
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 2000, the Company
contributed $.50 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 2000, no shares of Company stock were
allocated to 401(k) Plan participant accounts.
15
20
STOCK PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
This performance graph compares the 2000 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), Northwest Airlines, Inc., Southwest
Airlines Co., US Airways Group, Inc. and UAL Corp. (United Airlines).
COMPARISON OF 5-YEAR CUMULATIVE
TOTAL RETURN* AMONG THE COMPANY,
NASDAQ MARKET-U.S. INDEX AND A PEER GROUP
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
AMTRAN, INC. 100 55 62 213 152 114
PEER GROUP 100 107 168 148 151 167
NASDAQ STOCK MARKET - U.S. 100 123 151 213 395 238
*Total Return based on $100 initial investment and reinvestment of dividends.
16
21
AMTRAN, INC.
AUDIT COMMITTEE CHARTER
APPENDIX A
22
MISSION STATEMENT:
The Amtran, Inc. Audit Committee will assist the Board of Directors in
fulfilling its corporate oversight responsibilities. To fulfill this mission,
the Audit Committee will review the Amtran, Inc. financial reporting process,
the system of internal controls, the internal and external audit process and
Amtran, Inc.'s process for monitoring compliance with laws and regulations as
well as compliance with the company's corporate code of ethics. In performing
its duties, the Committee will maintain effective working relationships with the
Board of Directors, management, the internal auditors and external auditors. In
order for individual Audit Committee members to effectively perform his or her
role, each Audit Committee member will obtain an understanding of
responsibilities of Audit Committee membership as well as a functional
understanding of Amtran, Inc.'s business, operations, and risks.
COMMITTEE ORGANIZATION:
Audit Committee members shall meet the requirements of the NASD. On and after
the effective date of new rules regarding audit committees, the Audit Committee
shall be comprised of three or more directors as determined by the Board, each
of whom shall be independent directors as defined by the NASD. All members of
the Committee shall have a basic understanding of finance and accounting and be
able to read and understand fundamental financial statements, and at least one
member of the Committee shall have accounting or related financial management
expertise.
Audit Committee members shall be appointed by the Board. If an Audit Committee
Chairman is not designated or present, the members of the Committee may
designate a Chairman by majority vote of the Committee membership.
The Committee shall meet at least two times annually, or as circumstances
dictate. The Audit Committee Chairman shall prepare and/or approve an agenda in
advance of each meeting. The Committee should meet privately in executive
session at least annually with management, the director of the Internal Auditing
Department, the independent auditors, and as a committee to discuss any matters
that the Committee or each of these groups believe should be discussed. In
addition, the Committee, or at least its Chairman, should communicate with
management and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditors' limited
review procedures.
Page 2
23
ROLES AND RESPONSIBILITIES:
Internal Control:
- -----------------
- - Evaluate whether Amtran, Inc. management is setting the appropriate "tone
at the top" by communicating the importance of internal control and
ensuring that all individuals possess an understanding of their roles and
responsibilities;
- - Focus on the extent to which the internal and external auditors review key
and critical computer systems and applications, the security of such
systems and applications, and the contingency plan for processing financial
and operational information in the event of a systems breakdown;
- - Gain an understanding of whether internal control recommendations made by
the internal and external auditors have been implemented by Amtran, Inc.
management; and
- - Ensure that the internal and external auditors keep the Audit Committee
informed as to any known occurrences of fraud, illegal acts, deficiencies
in internal control and other matters that may impact the discharge of the
Committee's responsibilities.
Financial Reporting:
- --------------------
GENERAL
- -------
- - Review significant accounting and reporting issues, including recent
professional and regulatory pronouncements, and understand their impact on
Amtran, Inc.'s financial statements;
- Ask Amtran, Inc. management and the internal and external auditors
about significant risks and exposures affecting the financial reporting
processes and the plans to minimize such risks.
ANNUAL FINANCIAL STATEMENTS
- Review the annual financial statements of Amtran, Inc. and determine
whether they are complete and consistent with the information known to
Committee members, and assess whether the financial statements reflect
appropriate accounting principles;
- Pay particular attention to complex and/or unusual transactions such as
restructuring charges and derivative disclosures;
- Focus on judgmental areas such as those involving valuation of assets
and liabilities, including, for example, the accounting for and
disclosure of obsolete or slow-moving
Page 3
24
inventory; loan losses; warranty, product, and environmental liability;
litigation reserves; and other commitments and contingencies;
- Meet with Amtran, Inc. management and the external auditors to review
the financial statements and results of the audit;
- Consider management's handling of proposed audit adjustments identified
by the external auditors; and
- Review the MD&A and other sections of the Amtran, Inc. annual report
before its release and consider whether the information is adequate and
consistent with the Audit Committee's knowledge about the company and
its operations.
INTERIM FINANCIAL STATEMENTS
- Be briefed on how management develops and summarizes quarterly
financial information, the extent of internal audit involvement, the
extent to which the external auditors review quarterly financial
information and whether that review is performed on a pre- or
post-issuance basis;
- Meet with management and, if a pre-issuance review was completed, with
the external auditors, either telephonically or in person, to review
the interim financial statements and the results of the review. (This
type of meeting may be done by the Audit Committee Chairperson or the
entire committee);
- In order to gain insights into the fairness of the interim financial
statements and disclosures, obtain explanations from management and the
internal and external auditors on whether:
- Actual financial results for the quarter or interim period varied
significantly from budgeted or projected results;
- Changes in financial ratios and relationships in the interim
financial statements are consistent with changes in Amtran, Inc.'s
operations and financial practices;
- Generally accepted accounting principles have been consistently
applied;
- There are any actual or proposed changes in accounting or financial
reporting practices;
- There are any significant or unusual events or transactions;
- All financial and operating controls are functioning effectively;
- The company has complied with the terms of loan agreements or
security indentures; and
- The interim financial statements contain adequate and appropriate
disclosures.
- Ensure that the external auditors communicate certain required matters
to the Committee.
Page 4
25
COMPLIANCE WITH LAWS AND REGULATIONS:
- - Review the effectiveness of Amtran, Inc.'s system for monitoring compliance
with laws and regulations and the results of management's investigation and
follow-up (including disciplinary actions) on any fraudulent acts or
accounting irregularities;
- - Periodically obtain updates from management, the general counsel, and tax
director regarding compliance issues;
- - Be satisfied that all regulatory compliance matters have been considered in
the preparation of the financial statements; and
- - Review the findings of any examinations by regulatory agencies such as the
Securities and Exchange Commission.
COMPLIANCE WITH AMTRAN, INC.'S CORPORATE CODE OF ETHICS:
- - Ensure that a code of ethics is formalized in writing and that all
employees are aware of its existence;
- - Evaluate whether management is setting the appropriate "tone at the top" by
communicating the importance of the code of ethics and the guidelines for
acceptable business practices;
- - Review Amtran, Inc.'s program for monitoring compliance with the code of
ethics; and
- - Periodically obtain updates from management and the general counsel
regarding compliance matters.
INTERNAL AUDIT:
- - Review the internal audit plans, activities and objectives of the internal
audit function;
- - Review the qualifications of personnel performing internal audit work
at/for Amtran, Inc.; and
- - Review the effectiveness of the internal audit process in terms of risk
monitoring, internal control review and evaluation and enhancement of
organizational effectiveness.
EXTERNAL AUDIT:
- - Review the external auditors' proposed scope and approach;
Page 5
26
- - Review the performance of the external auditors and recommend to the
Amtran, Inc. Board of Directors the appointment or discharge of the
external auditors; and
- - Review and confirm the independence of the external auditors by reviewing
the non-audit services provided and the auditors' assertion of their
independence in accordance with professional standards.
OTHER RESPONSIBILITIES:
- - Meet with the internal auditors, external auditors, and Amtran, Inc.
management in separate executive sessions to discuss any matters that the
Committee or these groups believe should be discussed privately;
- - Ensure that significant findings and recommendations made by the internal
and external auditors are received and discussed on a timely basis;
- - Review with Amtran, Inc.'s counsel any legal matters that could have a
significant impact on the company's financial statements;
- - Review the policies and procedures in effect for considering officers'
expenses and perquisites;
- - If necessary, institute special investigations and, if appropriate, hire
special counsel or experts to assist;
- - Perform other oversight functions as requested by the full Amtran, Inc.
Board; and
- - Review and update the Audit Committee Charter, provide oversight and update
recommendations regarding the internal audit charter and receive approval
of periodic changes from the full Amtran, Inc. Board.
REPORTING RESPONSIBILITIES:
- - Regularly update the Amtran, Inc. Board of Directors regarding Audit
Committee activities and make appropriate recommendations.
- - Annually prepare a report to shareholders, as required by the Securities
and Exchange Commission, to be included in Amtran Inc.'s annual Proxy
Statement.
Page 6
27
AMTRAN, INC.
7337 WEST WASHINGTON STREET, INDIANAPOLIS, INDIANA 46231
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING, MAY 29, 2001.
The undersigned hereby appoints Kenneth K. Wolff and James W. Hlavacek
and each of them, with power of substitution to each, proxies of the
undersigned, to vote at the Annual Meeting of Shareholders of Amtran,
Inc. (the "Corporation") to be held on the 29th day of May 2001, and at
any and all postponements or adjournments of said meeting, all of the
shares of stock of the Corporation which the undersigned may be entitled
to vote with all the powers the undersigned would possess, if then and
there personally present, and especially (but without limiting the
general authority and power hereby given) to vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSALS 1
AND 2.
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
J. George Mikelsons, John P. Tague, Kenneth K. Wolff, James W. Hlavacek,
William P. Rogers, Jr., Robert A. Abel and Andrejs P. Stipnieks
INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
------------------------------------------------------------------------
2. Appointment of Ernst & Young LLP as the Corporation's Auditors for 2001.
[ ] FOR [ ] AGAINST [
] ABSTAIN
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement and the Annual Report of the
Corporation for 2000.
(Continued, and to be signed, on the other side)
P
R
O
X
Y
AMTRAN, INC.
(Continued from the other side.)
This proxy may be revoked at any time prior to said meeting, and the undersigned
reserves the right to attend such meeting and vote said proxies in person.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such shares and hereby ratifies and confirms all
that said proxies, their substitutes or any of them may lawfully do by virtue
hereof.
UNLESS OTHERWISE SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY SHALL BE VOTED
FOR PROPOSALS 1 AND 2. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE PROXIES NAMED ABOVE WITH RESPECT TO ANY OTHER MATTERS WHICH
MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENTS OR ADJOURNMENTS
THEREOF.
Dated................., 2001
............................
Signature
............................
Signature if held jointly
Please sign this proxy
exactly as your name appears
hereon. If the stock is held
in the name of two or more
persons, each should sign.
Executors, administrators,
trustees, guardians,
attorneys and corporate
officers should add their
titles. If a corporation,
sign in full corporate name
by president or other
authorized officer. If a
partnership, sign in
partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.