BIG SKY TRANSPORTATION CO.
Billings Logan International Airport
1601 Aviation Place
Billings, Montana 59105
406.245.9449
NOTICE
OF ANNUAL MEETING
To the Stockholders of Big Sky Transportation Co.:
The Annual Meeting of the Stockholders will be held in the Conference Room at
Big Sky Transportation Co., Billings Logan International Airport, 1601
Aviation Place, Billings, Montana, on Wednesday, January 14, 1998, at 3:30
p.m. (local time) for the following purposes:
1) To elect five directors to serve for one-year terms
2) To consider and ratify the board's appointment of independent
auditors
In addition to the foregoing, Stockholders will act upon such matters as may
properly come before the meeting, or any adjourments thereof.
Holders-of-record of 1996 Series Common Stock at the close of business on
November 24, 1997 are entitled to vote at this meeting or any adjornment
thereof.
Stocholders who will not be attending the meeting, or who do not wish to vote
in person, are requested to execute the enclosed proxy and return it promptly
in the enclosed envelope so that their shares will be voted at the meeting.
Submitted on Behalf of the
Board of Directors of:
BIG SKY TRANSPORTATION CO.
by: /s/ Stephen D. Huntington
Stephen D. Huntington
Secretary
Billings, Montana
November 25, 1997
Proxy Statement Attached
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BIG SKY TRANSPORTATION CO.
Billings Logan International Airport
1601 Aviation Place
Billings, Montana 59105
406.245.9449
PROXY STATEMENT
THIS PROXY STATEMENT IS BEING FURNISHED BY THE BOARD OF
DIRECTORS, OFFICERS AND MANAGEMENT OF BIG SKY
TRANSPORTATION CO, IN CONNECTION WITH SOLICITATION OF
PROXIES FOR USE AT THE ANNUAL MEETING
Item 1.
Date, Time and Place Information
The Annual Meeting of the Stockholders of Big Sky Transportation
Co. will be held on Wednesday, January 14, 1998, at 3:30 p.m.
(local time) in the Conference Room at Big Sky Airlines, Billings
Logan International Airport, 1601 Aviation Place, Billings,
Montana, to elect five directors to serve for one-year terms and
to consider and ratify the board's appointment of independent
auditors. In addition, Stockholders will act upon such matters
as may properly come before the meeting, or any adjournments
thereof.
Holders-of-record of 1996 Series Common Stock at the close of
business on November 24, 1997 (the record date) are entitled to
vote at this meeting or any adjournment thereof. Stockholders
who will not be attending the meeting, or who do not wish to vote
in person, are requested to execute the enclosed proxy and return
it promptly in the enclosed envelope so that their shares will be
voted at the meeting.
The Board of Directors of the Corporation does not intend to
present any additional business to this year's Annual Meeting,
other than as specifically set forth in the Notice of Annual
Meeting of Stockholders. The Directors know of no other business
to come before this meeting. However, should such matters be
brought before the meeting, the Corporation's designated proxies
will vote on such matters based on their judgment as to the best
interests of the Corporation.
The Corporation has filed its Annual Report which contains
information concerning the Corporation and its operations,
including financial statements, on Form 10-KSB for the fiscal
year-ended June 30, 1997, with the U.S. Securities and Exchange
Commission (SEC). A copy of the FY 1997 Annual Report, including
financial statements and the Form 10-KSB, accompanies this Notice
of Annual Meeting and Proxy Statement and is being mailed to each
Stockholder of record on or before December 12, 1997. The
financial statements, the notes thereto, the Auditor's Report
therein, and the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
contained in the Annual Report are incorporated herein by
reference. No other part of such report is incorporated herein
or is to be considered proxy soliciting material.
The following information and data regarding the Corporation are
set forth, pursuant to SEC reporting regulations. Copies of this
document have been provided to the SEC and the Pacific Exchange,
Inc.
Stockholder Proposals. Proposals by Stockholders which are
intended for inclusion in the Company's proxy materials and
presented at the next Annual Meeting of the Stockholders,
presently scheduled to be held on January 21, 1999, must be
received by the Company at it's principal offices no later than
August 15, 1998.
Item 2.
Revocability of Proxy
Proxies may be revoked at any time prior to their being voted at
the Annual Meeting, by giving advance written notice of
revocation to the Secretary. Unless so revoked, all properly
executed proxies will be voted.
Item 3.
Dissenters' Right of Appraisal
The proposals contained in this Proxy Statement will not give
rise to any rights of appraisal to a dissenting Stockholder.
Item 4.
Persons Making the Solicitation
The accompanying proxy ballot is solicited by the Board of
Directors of Big Sky Transportation Co. in connection with the
Annual Meeting of Stockholders of the Corporation and any
adjournments of such meeting. The Corporation is aware of no
opposition to approval of the proposed business items.
The cost of soliciting proxies, including the cost of preparing
and mailing the Notice of the Annual Meeting of Stockholders and
this Proxy Statement, will be paid by the Corporation.
Solicitation primarily will be by mailing of this Proxy Statement
to all Stockholders entitled to vote at the meeting.
Proxies may be solicited personally by officers of the
Corporation; however, no compensation in addition to their
regular compensation as officers will be provided. The
Corporation will reimburse brokers, banks and those holding
shares in their names for others for the reasonable cost of
forwarding proxy material to, and obtaining proxies from, their
principals.
Item 5.
Interest of Certain Persons in Matters to be Acted Upon
No outside "substantial interests of security holdings or
otherwise" exist with regard to the proposed items of business to
be acted upon at the Annual Meeting of Stockholders.
Item 9.
Voting Securities and Principal Holders Thereof
On September 30, 1997 there were 972,780 shares of 1996 Series
Common Stock outstanding, the only class of securities of the
Corporation entitled to vote at the meeting. As of the record
date, a majority of all such stock will constitute a quorum for
the transaction of business at the Annual Meeting.
With regard to election of directors, each holder of 1996 Series
Common Stock present in person or represented by proxy has the
right to cumulate his or her votes for the election of directors
by multiplying the number of votes to which the Stockholder is
entitled to vote by five (5) (the total number of directors to be
elected) and cast all such votes for one nominee or distribute
the total votes among any two or more nominees. The persons
designated as proxies on the enclosed form of proxy will exercise
discretionary authority to cumulate votes as to the shares for
which they are designated as proxies, should they deem cumulative
voting to be desirable at the time of the meeting.
With regard to ratification of auditors, the affirmative vote of
the majority of shares of 1996 Series Common Stock present in
person or represented by proxy and entitled to vote on the
matter, is necessary for approval.
Item 9.
Executive Officers and Directors
Executive officers of the Corporation are elected by and serve at
the discretion of the Board of Directors. No arrangement exists
between any executive officer and any other person or persons
pursuant to which any officer was or is to be selected as an
executive officer. None of the executive officers has any family
relationship to any nominee for director or to any other
executive officer of the Corporation. For disclosure of certain
transactions of Board members, not related to the Corporation,
refer below to Committees of the Board, 3. Compensation &
Management Development Committee.
Directors are elected annually by the Stockholders. Nominees for
service in 1997-98 are listed below in descending order of time
served on the Board, along with the following information: Name,
Executive Offices Held With Big Sky Transportation Co., Principal
Occupation, Previous Employment, Outside Directorships, Education
& Stock (including options exercisable): (a), (b)
Jon Marchi: Chairman of the Board & Treasurer, April 1996 to-date;
Secretary 1991-1995; Outside Director since 1979;
Principal Business--Owner & President, Marchi Angus Ranches,
Polson, MT, 1985 to-date; Director & Chairman, Glacier Venture
Fund, The Montana Small Business Investment Capital Company;
Director & Chairman, Development Corporation of Montana;
Director & President, Montana Private Capital Network;
Director, Montana Community Finance Corporation;
Director,Montana Small Business Connections;
Previous Employment--D.A. Davidson & Co., Great Falls, MT
(regional investment company & securities dealer), 1972-1985;
Other--Director, College of Business Advisory Board, Montana
State University-Billings; Director, Montana Small Business
Administration Advisory Council; Director, Montana Ambassadors;
Education--B.S. Business & M.S. Finance, University of Montana;
Age--51; Stock--50,619 (c), % Class--4.8% (h)
Jack K. Daniels: Vice-Chairman of the Board & Assistant Secretary,
April 1995 to-date; Outside Director since 1990;
Interim CEO September 1997 to-date;
Principal Business--Owner/President, SerVair Accessories,Inc.
(fixed base aviation operator), Williston, ND, 1950 -1994
(retired);
Other--Former Chairman, North Dakota Aeronautics Commission
(retired); Former Treasurer, National Committee of Cities &
States for Airline Service--NCCSAS (retired);
Age--72; Stock--16,443 (d), % Class--1.6% (h).
Alan D. Nicholson: Outside Director since 1994;
Principal Business--Owner/President, Nicholson, Inc.
(commercial real estate development), Helena, MT;
Other--Member, Helena Area Chamber of Commerce;
Member, Montana State University Foundation Board;
Member, President's Council, Carroll College (Helena, MT),
President, Montana Ambassadors;
Education--B.S. Mathematics & Physics, Montana State
University; M.A. Mathematics, Northwestern University;
Age--57; Stock--14,430 (e), % Class--1.4% (h).
Stephen D. Huntington: Secretary 1996 to-date; Outside Director since 1994;
Principal Business--Principal, Northern Rockies
Venture Fund, Butte, MT, 1994 to-date; Manager,
Corporate Development & Finance, MSE, Inc., Butte,
MT, 1995 to-date;
Other--Director, MSE-HKM, Inc., 1995; Director,
MSE Technology Applications, Inc., 1995;
Director, Safe Shop Tools, Inc.,1997; Director,
Nutritional Laboratories International, Inc., 1997;
Board of Managers, Soltec Engineering LLC, 1996
Previous Employment--State of Montana, 1982-1990;
Owner/Principal, Interwest Development, Mountainwest
Management, 1990-1995.
Education--B.A. Political Science and Graduate
Studies, Law & Public Administration,
University of Montana;
Age--41; Stock--3,667 (f); % Class 0.3% (h).
Craig Denney: Executive Vice President, Division Manager & COO,
December 1995 to-date; Vice President/Operations & COO,
1989-1995; Vice President/Ground Services, Director/Ground
Services, Director/Customer Service & Station Manager,
1978-1989. Director since 1995;
Previous Employment--Transportation Agent, Northwest Airlines,
Inc., Great Falls & Butte, MT, 1974-1978;
Other--Member & Chairman, Air Carrier Advisory Committee,
Billings Logan International Airport; Member, Aviation Council,
Department of Aviation, Rocky Mountain College;
Education--A.A. Aviation Administration, Anoka Ramsey J. C.,
Coon Rapids, MN;
Age--44; Stock--3,668 (g), % Class 0.3% (h).
(a) Each of the above-listed persons was duly-elected as a
director at the prior Annual Meeting of Stockholders held April
16, 1997. Except as indicated, each person has held the outside
positions shown above, or other executive positions with the same
business for the past five years. A sixth director, Mr.
Marshall, resigned in mid-June 1997. This change was timely-
reported via Form 8K for FY 1996 and is discussed in the
Corporation's most recent Form 10KSB.
(b) Shares shown reflect outstanding shares of 1996 Series
Common Stock beneficially owned, both directly and indirectly, as
of June 30, 1997, as well as options exercisable within 60 days
thereof, and any options known to be
exercised as of the report date.
Beneficial ownership shown represents sole voting and investment
power. Service-related stock option awards for 1996-97 are
included for outside directors, whether exercised or not.
(c) 50,619 shares owned. All options exercised.
(d) 16,433 shares owned. All options exercised.
(e) 10,443 shares owned. Options exercisable on 4,000 shares.
(f) No shares owned. Options exercisable on 3,667 shares.
(g) 118 shares owned. Options exercisable on 3,550 shares.
(h) Includes shares owned and eligible options, as a percent of
total outstanding shares, shown to nearest tenth.
At the Annual Meeting, the Board recommends election of the
slate of nominees listed above. During 1997-98, the Corporation
will continue its search for qualified directors. The Board may
appoint one or more additional directors to commence service
prior to the next meeting of Stockholders.
The proxies solicited herein cannot be voted for a greater number
of directors than the number of nominees stated above. No
arrangement or understanding exists between any nominee and any
other person or persons, pursuant to which any nominee was, or
is, to be selected as a director or nominee. None of the
nominees has any family relationship to any other nominee, or to
any other
executive officer of the Corporation.
Should any of the above persons not be candidates for election at
the time of meeting, which presently is not anticipated, the
designated proxies may vote for such other person or persons as
they, in their own discretion, may determine.
Board Meetings. The Board of Directors is scheduled to meet
monthly. It also meets at the call of the President or any
director. During the year-ended June 30, 1997, the Board held a
total of 10 regular meetings, no special meetings and 1
executive meeting. Each director attended no less than 90% of
the regular meetings of the Board, as well as Committees, of
which they were members.
Committees of the Board. During fiscal 1997, the Board of
Directors maintained the following committee's: Financial Audit,
Compensation & Management Development (CMD), Future Planning, and
Operations. Membership and duties of these committees through
June 1997 are provided below:
1. Audit. The Audit Committee was comprised of Messrs.
Nicholson and Marchi. By providing oversight of the auditors and
management, the committee's responsibility is to insure that the
financial records of the Corporation fairly and accurately
portray the condition and position of the Corporation. Matters
in this regard are reviewed and discussed by the Committee and
brought before the Board of Directors, as necessary. All Board
members receive copies of the auditors' annual report and letter
to management. The committee met three times during FY 1997.
2. Future Planning. The Future Planning Committee was comprised
of Messrs. Marchi, Marshall, Nicholson and Huntington. It met
monthly, usually as a committee-of-the-whole, to explore
opportunities and strategies for business development and to
recommend or initiate appropriate actions. Principal objectives
of the committee are business growth, decreasing dependency on
the federal DOT contract and enhancement of Stockholders' value.
In coordination with management, the committee examined several
business opportunities in FY 1997.
3. Compensation & Management Development. The Compensation &
Management Development (CMD) Committee was comprised of Messrs.
Marchi, Huntington and Marshall. The latter's participation was
limited to matters not directly involving his own employment.
The CMD Committee's primary purposes are to: recommend
compensation and performance bonus compensation for the
President/CEO; oversee the Corporation's stock option award
plans; provide counsel and guidance to the President/CEO
regarding compensation for other principal management, and
provide general input regarding employee compensation, benefits
programs and overall management development. The committee has
adopted the policy of maintaining relatively moderate base
salaries for executive officers. Since January 1996, it has based
all incentives for principal management on achievement of
specific goals related to growth of the business (Team Incentive
Plan). The CMD committee met six times during FY 1997, primarily
on management development issues.
With the exception of Mr. Marshall, who is President of the
Corporation, no member of the Committee is or ever has been an
employee of the Corporation. There is no affiliation of any
member of the Committee with any entity other than the
Corporation with which an executive officer of the Corporation is
affiliated, except for certain business transactions unrelated to
the Corporation between Mr. Huntington and Mr. Marchi concerning
the Northern Rockies Venture Fund and the Glacier Venture Fund,
in which Director Nicholson also is involved. Neither the
Northern Rockies Venture Fund, nor the Glacier Venture Fund have
any interest in, affiliation with, or does any business with the
Corporation.
4. Operations. The Operations Committee is comprised of Messrs.
Daniels and Denney, the latter of whom also is the Executive VP &
COO of the Corporation. The committee meets as required to
review airline operating policies and procedures, including
safety and regulatory operating compliance issues. The committee
met four times in fiscal 1997.
Item 8.
Compensation of Directors and Executive Officers
Board Compensation: At June 30, 1997, the Corporation had five
directors-- four being "outside" (non-employee) directors and one
being an "inside" (employee) director. The Corporation is
authorized to pay each of its outside directors base compensation
of $1,000 per year, plus $300 for each Board meeting attended.
Additionally, outside directors receive $75 per hour, up to a
maximum of $300 per day, for work on approved special projects.
Board members are reimbursed for out-of-pocket expenses required
in the performance of their duties and to attend Board meetings
and committee meetings. The Chairman also receives fixed
compensation of $1,000 per month, irrespective of time spent.
Overall, payments for outside directors' services during fiscal
1997 were $59,036, as follows:
Board Item Payments $
Mtgs., Conf. & Special Projects (1) 39,070
Expense Reimbursement (2) 19,996
Total (3) 59,036
(1) Annual base compensation, individual meeting compensation
and monthly base compensation (applicable for Chairman only).
(2) Includes travel and per diem.
(3) Individual totals as follows: Marchi--$24,420,
Nicholson--$5,675, Huntington--$5,425 and Daniels--$3,550.
Expenses shown are exclusive of legal, professional & other fees
related to board matters.
The Corporation has an Outside Directors Stock Option Plan,
granting outside directors the option to purchase 2,000 shares of
stock annually at the conclusion of each year's service, at the
market price on that date. The option term is five years. Under
this Plan, prior to 1997, options had been granted to purchase
10,000 shares at $.9375 per share. Options to purchase an
additional 8,000 shares were granted under this Plan in February
1997. (Note: above share price and share amounts are
post-recapitalization)
Executive Compensation: Below is set forth compensation
information during fiscal years 1996 and 1997 for the
President/CEO, Mr. Marshall, the only "named executive" of the
Corporation for which such reporting is required:
Long-Term Other
Annual Compensation $ Compensation-- Compensation--
Fiscal Year Salary (1) Bonus (2) Stock Options # (3) Non-Cash $ (4)
1997 74,196 0 0 7,200
1996 74,267 3,815 0 9,000
(1) Base compensation.
(2) Profit-based compensation program terminated December 1996.
No "other" bonus compensation was paid.
(3) Stock options shown are post-recapitalization.
(4) Includes payment for insurance program. Payment, net of
payroll and withholding taxes, funds disability insurance and
life insurance premiums. Included minor compensation in FY 1996,
due to Chairman duties.
Item 9.
Independent Public Accountants
The Board of Directors has re-appointed Charles Bailly & Co.,
P.L.L.P. (Charles Bailly), as independent auditors. to examine
the financial statements of the Company for the fiscal
year-ending June 30, 1998 and to perform other appropriate
accounting services. The Board recommends to the Stockholders
that the selection of Charles Bailly be ratified. Charles Bailly
began serving as the Company's auditors in 1996.
A representative of Charles Bailly & Co., P.L.L.P., will be in
attendance at the Annual Meeting, will be available to respond to
questions from Stockholders and may make a statement on behalf of
the firm, if so desired.
Item 10.
Compensation Plans
Not applicable
Item 11.
Authorization of Issuance of Securities Otherwise than for
Exchange
Not applicable
Item 12.
Modification or Exchange of Securities
Not applicable
Item 13.
Financial and Other Information
Not applicable
Item 14.
Mergers, Consolidations, Acquisitions and Similar Matters
Not applicable
Item 15.
Acquisition or Disposition of Property
Not applicable
Item 16.
Restatement of Accounts
Not applicable
Item 17.
Action with Respect to Reports
Not applicable
Item 18.
Matters Not Required to be Submitted
Not applicable
Item 19.
Amendment of Charter, Bylaws or Other Documents
Not applicable
Item 20.
Other Proposed Action
Not applicable
Item 21.
Voting Procedures
For purposes of determining the outcome of the vote on election
of directors, an instruction to "abstain" from voting will be
treated as shares present and entitled to vote, but will not be
voted for or against any nominee.
For purposes of determining the outcome of the vote on
ratification of auditors, an instruction to "abstain" from voting
will be treated as shares present and entitled to vote, but will
not be voted for or against the proposal.
For both proposals, broker non-votes which occur when brokers are
prohibited from exercising discretionary voting authority for
beneficial owners who have not provided voting instructions, are
not counted for the purpose of determining the number of shares
present in-person or represented by proxy on a voting matter and
shall have no effect on the outcome of the vote.
Item 22.
Information Required in Investment Company Proxy Statement
Not applicable
Submitted on Behalf of
the Board of Directors of:
BIG SKY TRANSPORTATION CO.
by: /s/ Terry Marshall /s/ Stephen D. Huntington
Terry Marshall Stephen D. Huntington
President Secretary
Billings, Montana
November 25, 1997
<PAGE>
FRONT OF PROXY BALLOT
BIG SKY TRANSPORTATION CO.
1601 Aviation Place
Billings, MT 59105
ANNUAL MEETING OF STOCKHOLDERS, JANUARY 14, 1998
The undersigned appoints Jon Marchi and Stephen D. Huntington as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and vote, as disignated below, all the shares of the 1996 Series
Common Stock of Big Sky Transportation Co., held of recored by the undersigned
on November 24, 1997 at the Annual Meeting of Stockholders to be held at 3:30
p.m. January 14, 1998 or any adjornment thereof.
PLEASE SIGN AND DATE THE REVERSE SIDE BEFORE MAILING.
The Board recommedns votes FOR proposals 1 and 2.
1. Election of Directors: Jon Marchi, Jack K. Daniels, Alan D. Nicholson,
Stephen D. Huntington and Craig Denney.
FOR all nominees WITHHOLD (INSTRUCTIONS: To withhold authority to
listed above AUTHORITY vote for any individual nominee, strike a
(except as marked to vote for line through the nominee's name in the
to the contrary) all nominees list above.)
listed above
___ ___
2. To ratify and approve the appointment of Charles Bailly & Company, P.L.L.P.
as the Corporation's independent auditors.
___ FOR ___ AGAINST ___ ABSTAIN
BACK OF PROXY BALLOT
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ABOVE PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
_______________________________________
(Please sign name(s) exactly as printed at left)
______________________________________
(If there are co-owners, both must sign)
DATED:________________________________
(month) (day) (year)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
