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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
(Amendment No. 5)
AMTRAN, INC.
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(Name of the Issuer)
AMTRAN, INC.
INDUS ACQUISITION COMPANY
J. GEORGE MIKELSONS
JOHN P. TAGUE
KENNETH K. WOLFF
JAMES W. HLAVACEK
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(Names of Persons Filing Statement)
Common Stock, without par value, of Amtran, Inc.
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(Title of Class of Securities)
03234G106
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(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, IN 46251 Indianapolis, IN 46251
(317) 247-4000 (317) 247-4000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Filing Person)
Copies to:
William P. Rogers, 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
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
(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.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ].
Check the following box if the filing is a final amendment reporting results
of the transaction: [X].
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Transaction Valuation* Amount of Filing Fee
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$82,287,992 $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 $6,678,022 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
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This Amendment No. 5 (this "Amendment") is being filed by
(1) Amtran, Inc., an Indiana corporation ("Amtran") and issuer of 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, August 20, 2001,
September 4, 2001 and September 7, 2001.
Amtran also previously filed with the Securities and Exchange
Commission ("SEC") a Definitive Proxy Statement (the "Definitive Proxy
Statement") under Regulation 14A of the Securities Exchange Act of 1934, as
amended. A copy of the Definitive Proxy Statement is incorporated by reference
herein to Exhibit (a)(3)(A) of Amendment No. 4 to the Transaction Statement
filed with the SEC by Amtran, JGM, INDUS, John P. Tague, Kenneth K. Wolff and
James W. Hlavacek on September 7, 2001.
ITEM 15. ADDITIONAL INFORMATION
The information provided in the Definitive Proxy Statement in
response to Item 15 is hereby supplemented by the following:
On October 4, 2001, Amtran announced that it had entered into a
Termination Agreement dated as of October 4, 2001 (the "Termination
Agreement") with INDUS, which terminated the Agreement and Plan of Merger
dated as of June 18, 2001 between INDUS and Amtran. Copies of the Termination
Agreement and press release announcing the execution of the Termination
Agreement are attached hereto as Exhibits (d)(5) and (d)(6), respectively, and
incorporated by reference in the Transaction Statement.
ITEM 16. EXHIBITS
Item 16 is amended by adding the following:
(d)(5) Termination Agreement dated as of October 4, 2001,
between INDUS Acquisition Company and Amtran, Inc.
(incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K filed with the SEC by
Amtran on October 4, 2001).
(d)(6) Press Release issued by Amtran October 4, 2001
(incorporated by reference to Exhibit 99.2 of the
Current Report on Form 8-K filed with the SEC by
Amtran on October 4, 2001).
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: October 12, 2001
AMTRAN, INC,
by /s/ Kenneth K. Wolff
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Name: Kenneth K. Wolff
Title: Executive Vice President & CFO
INDUS ACQUISITION COMPANY,
by /s/ J. George Mikelsons
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Name: J. George Mikelsons
Title: Chairman and President
/s/ J. George Mikelsons
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J. George Mikelsons
/s/ John P. Tague
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John P. Tague
/s/ James W. Hlavacek
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James W. Hlavacek
/s/ Kenneth K. Wolff
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Kenneth K. Wolff
EXHIBIT INDEX
Exhibit No. Description
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(d)(5) Termination Agreement dated as of October 4, 2001,
between INDUS Acquisition Company and Amtran, Inc.
(incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K filed with the SEC by Amtran
on October 4, 2001).
(d)(6) Press Release issued by Amtran October 4, 2001
(incorporated by reference to Exhibit 99.2 of the
Current Report on Form 8-K filed with the SEC by Amtran
on October 4, 2001).