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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[X] Soliciting Material Under Rule 14a-12
AMTRAN, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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Amtran Enters into Agreement to Go Private with Company Founder
Indianapolis, June 18 /PRNewswire/ -- Amtran, Inc. (Nasdaq: AMTR), parent
company of American Trans Air, Inc., announced today that it has entered into
an agreement with INDUS Acquisition Company, a newly-formed company wholly
owned by J. George Mikelsons, the company's Chairman, founder and majority
shareholder, providing for the 28% of the outstanding shares of Amtran common
stock not presently owned by Mr. Mikelsons to be converted into the right to
receive $23 per share in cash.
The acquisition will be effected through the merger of Amtran with INDUS
Acquisition Company, with Amtran as the surviving corporation. Under the
merger agreement, each of the approximately 3,166,859 publicly held shares of
common stock of Amtran will be converted upon completion of the merger into
the right to receive $23 per share in cash.
The merger agreement and the consideration to be received by Amtran's public
shareholders were approved by the Board of Directors of Amtran based on the
recommendation of a special independent director committee of the Board of
Directors. The special independent director committee was advised by Dresdner
Kleinwort Wasserstein, Inc. which provided its opinion that, based upon and
subject to limitations set forth in its opinion, as of June 18, 2001, the cash
consideration to be received by Amtran's public shareholders in the merger is
fair to those shareholders from a financial point of view. The Special
Committee's legal advisors were Sullivan & Cromwell and Sommer & Barnard, PC.
In connection with the transaction, Salomon Smith Barney Inc., Citicorp USA,
Inc. and Bank One, NA have committed, subject to customary conditions, to
provide a $175 million secured revolving credit facility to American Trans
Air. A portion of this facility will be used to pay the merger consideration.
Amtran also announced today that it and the members of its Board of Directors
have entered into a memorandum of understanding with respect to the settlement
of the three lawsuits challenging the proposed transaction. Final settlement
of such lawsuits remains subject to court approval.
The completion of the merger is contingent upon, among other things, approval
of the transaction by holders of a majority of the shares of Amtran common
stock voting on the merger that are not affiliated with either Mr. Mikelsons
or Amtran.
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The merger is also conditioned on receipt of financing sufficient to pay the
merger consideration to Amtran's public shareholders. Amtran expects to hold
the shareholders' meeting to vote on the merger later this summer.
Salomon Smith Barney is acting as financial advisor and Cravath, Swaine and
Moore and Baker & Daniels are acting as legal advisors to Mr. Mikelsons.
Amtran employs over 7,800 people. Amtran's common stock trades on the NASDAQ
Stock Market under the symbol "AMTR". American Trans Air, Inc. now in its 28th
year of operation, is the nation's 10th largest passenger carrier, based on
revenue passenger miles. Amtran operates significant scheduled service from
Chicago-Midway and Indianapolis to 30 destinations and has a fleet of 56
aircraft, including 24 Boeing 727s, 15 Boeing 757s, and 17 Lockheed L-1011s.
Chicago Express Airlines, Inc., Amtran's wholly-owned commuter airline,
operates nine Saab 340Bs. The entire fleet is supported by Amtran's own
maintenance and engineering facilities in Indianapolis and Chicago-Midway and
maintenance support stations worldwide. You can learn more about Amtran by
visiting its website at: www.ata.com.
This press release is also available on the Amtran website: www.ata.com.
Important Legal Information
In connection with the Agreement and Plan of Merger dated June 18, 2001,
Amtran will file a proxy statement with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors and
security holders may obtain a free copy of the proxy statement when it becomes
available and other documents filed with, or furnished to the SEC by Amtran at
the SEC's web site at www.sec.gov. When it becomes available, the proxy
statement and other documents filed with, or furnished to, the SEC by Amtran
may also be obtained for free by directing a request to Mr. Kenneth K. Wolff
at (317) 247- 4000.
In connection with that proxy statement, Amtran and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the security holders of Amtran in favor of the transaction.
Information concerning such participants in the solicitation of proxies by
Amtran from shareholders in connection with
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the merger is contained in the press release filed with the SEC under cover
of Schedule 14A by Amtran on May 17, 2001. Security holders of Amtran may
obtain additional information regarding the interests of such participants by
reading the proxy statement when it becomes available.
Caution Concerning Forward-Looking Statements: This press release contains
certain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on Amtran
management's current expectations and are naturally subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained herein. The forward-looking statements contained herein
include statements about the transaction. The following factors, among others,
could cause actual results to differ materially from those described herein:
failure of the requisite number of Amtran shareholders to approve the
transaction; the inability to obtain financing to pay the transaction
consideration; the costs related to the transaction; litigation challenging
the transaction; and other economic, business, competitive and/or regulatory
factors affecting Amtran's businesses generally. More detailed information
about those factors is set forth in filings made by Amtran with the SEC.
Amtran is not under any obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.