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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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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The following memorandum was distributed to members of Amtran, Inc. management
on August 13, 2001.
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[ATA Logo]
Internal Correspondence
To: All Managers and Directors Holding Amtran Inc. Stock Options
From: Brian T. Hunt, General Counsel
Date: August 13, 2001
Subject: Status of Amtran Privatization Transaction
In addition to receiving questions concerning the logistics involved in the
"cashing out" of Amtran shares, several of you have asked about the process
for "cashing out" your Amtran Inc. stock options. At this time, you will not
need to exercise your stock options prior to the closing date of the proposed
transaction in order to receive cash for your stock options. Accordingly, we
expect that all of your "in-the-money" stock options will automatically be
"cashed out" at the time the merger closes. You will receive a check in the
amount of the proposed transaction price (i.e. $23.00 per share ) less the
exercise price of your options multiplied by the number of options you hold,
less any applicable withholding taxes.
The actual mechanics for payments expected to be made when your stock options
are "cashed out" could change between now and the completion of the proposed
privatization transaction. We will again provide you with an update once more
information is known.
Important Legal Information
In connection with the merger contemplated by the Agreement and Plan of Merger
dated as of June 18, 2001, Amtran filed a Preliminary Proxy Statement with the
SEC on June 29, 2001 and filed Amendment No. 1 to that Preliminary Proxy
Statement on August 3, 2001. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE DEFINITIVE 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 definitive 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. The definitive proxy statement, when it
becomes available, 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 the shareholder vote on the merger, 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
merger. Information concerning such participants in the solicitation of
proxies by Amtran from shareholders in connection with 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 definitive proxy
statement, when it becomes available.
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Caution Concerning Forward-Looking Statements: This communication contains
certain "forward-looking statements". 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 merger. 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 merger;
the inability to obtain financing to pay merger consideration; the costs
related to the merger; litigation challenging the merger; 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. Except to the extent required under the
fereral securities laws, 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.
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