<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for use of the
[y] Definitive Information Statement Commission only (as permitted
by Rule 14c-5(d)(2))
AIR TRANSPORTATION HOLDING COMPANY, INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[ y ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14c-5(g) 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:
____________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
________________________________________________________________
[ ] 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:
<PAGE>
[LOGO]
AIR TRANSPORTATION HOLDING COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 13, 1997
To Our Stockholders:
The annual meeting of stockholders of Air Transportation
Holding Company, Inc. (the "Company") will be held at 1900
Independence Center, 101 North Tryon Street, Charlotte, North
Carolina on Wednesday, August 13, 1997 at 10:00 a.m. local time,
for the purpose of considering and acting on the following
matters:
1. To elect ten directors to serve until their
successors are duly elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP
as the independent auditors of the Company for the
current fiscal year; and
3. To transact such other business as may properly
come before the meeting, or any adjournment or
adjournments thereof.
Only stockholders of record as of the close of business on
July 1, 1997 are entitled to notice of and to vote at the annual
meeting and adjournments thereof.
Because of the expense involved in collecting proxies, the
Company is not soliciting proxies. Accordingly, to vote on
matters that will be considered at the Annual Meeting you must
either attend the meeting or deliver a valid proxy to a person
who attends the meeting. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The annual report of the Company also accompanies this
notice.
By Order of the Board of Directors
/s/ John J. Gioffre
John J. Gioffre
Secretary
July 10, 1997
<PAGE>
[This page left blank intentionally.]
<PAGE>
AIR TRANSPORTATION HOLDING COMPANY, INC.
3524 Airport Road
Maiden, North Carolina 28650
Telephone (704) 377-2109
INFORMATION STATEMENT
INTRODUCTION
This information statement is furnished to the stockholders
of Air Transportation Holding Company, Inc. (hereinafter
sometimes referred to as the "Company") by the Board of Directors
in connection with the annual meeting of stockholders of the
Company to be held on Wednesday, August 13, 1997 at 10:00 a.m. at
1900 Independence Center, 101 North Tryon Street, Charlotte,
North Carolina. Action will be taken at the annual meeting for
the election of directors, the ratification of the appointment of
independent auditors, and any other business that properly comes
before the meeting. As provided in the Company's bylaws, up to
ten directors may be elected.
Because of the expense involved in collecting proxies, the
Company is not soliciting proxies. Accordingly, to vote on
matters that will be considered at the Annual Meeting you must
either attend the meeting or deliver a valid proxy to a person
who attends the meeting. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This information statement is being mailed to stockholders
on or about July 10, 1997. The Company's 1997 Annual Report to
Stockholders accompanies this information statement.
VOTING SECURITIES
Only stockholders of record at the close of business on July
1, 1997 will be entitled to vote at the annual meeting or any
adjournment or adjournments thereof. The number of outstanding
shares entitled to vote at the stockholders meeting is 2,651,433.
The presence of a majority of the outstanding shares of the
Company's Common Stock, par value $.25 per share (the "Common
Stock"), represented in person or by proxy at the meeting will
constitute a quorum. Directors will be elected by a plurality of
the votes cast. Cumulative voting is not allowed. Accordingly,
abstentions and broker non-votes will not effect the outcome of
the election of directors. The ratification of independent
auditors and any other business coming before the meeting
requires the affirmative vote of a majority of the shares present
or represented at the meeting and entitled to vote. On such
matters, an abstention will have the same effect as a negative
vote but, because shares held by brokers will not be considered
entitled to vote on matters as to which the brokers withhold
authority, a broker non-vote will have no effect on votes on
these matters.
<PAGE>
CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the
beneficial ownership of shares of Common Stock (determined in
accordance with Rule 13d-3 of the Securities and Exchange
Commission) of the Company as of May 1, 1997 by each person that
beneficially owns five percent or more of the shares of Common
Stock. Each person named in the table has sole voting and
investment power with respect to all shares of Common Stock shown
as beneficially owned, except as otherwise set forth in the
notes to the table.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Amount of
Title of Name and Address of Beneficial Ownership Percent
Class Beneficial Owner as of May 1, 1997 of Class
Common Stock, Walter Clark and Caroline 1,283,716(1) 48.4%
par value $.25 Clark, Executors
per share P.O. Box 488
Denver, North Carolina 28650
William H. Simpson 261,580(2) 9.6%
P.O. Box 488
Denver, North Carolina 28650
Kennedy Capital Management, Inc.(3) 175,438 6.6%
425 North Ballas Road
St. Louis, Missouri 63141
_____________________________
(1) Includes 1,279,272 shares beneficially owned by such
individuals as the executors of the estate of David Clark who
passed away on April 18, 1997, 2,222 shares owned by Walter
Clark and 2,222 shares owned by Caroline Clark.
(2) Includes 1,200 shares held jointly with J. Hugh Bingham
and 80,000 shares under options granted by the Company.
(3) Information regarding Kennedy Capital Management, Inc. is
based upon information provided by Kennedy Capital Management
Inc. to the Company on May 1, 1997.
DIRECTORS AND EXECUTIVE OFFICERS
J. Hugh Bingham, age 51, has served as President and Chief
Operating Officer of the Company since April 1997, as Senior Vice
President of the Company from June 1990 until April 1997, as
Executive Vice President from June 1983 to June 1990, and as a
director since March 1987. Mr. Bingham also serves as Chief
Executive Officer and a director of MAC, as Chief Executive
Officer of MAS and as an Executive Vice President and a director
of CSA.
<PAGE>
Walter Clark, age 40, has served as Chairman of the Board of
Directors of the Company and Chief Executive Officer since April
1997. Mr. Clark also serves as a director of MAC and CSA. Mr.
Clark was elected a director of the Company in April 1996. Mr.
Clark was self-employed in the real estate development business
from 1985 until April 1997.
John J. Gioffre, age 53, has served as Vice President-Finance
and Chief Financial Officer of the Company since April 1984 and
as Secretary/Treasurer of the Company since June 1983. He has
served as a director of the Company since March 1987.
Mr. Gioffre also serves as Vice-President, Secretary/Treasurer
and a director of MAC and CSA and as Vice President-Finance,
Treasurer and Secretary of MAS.
J. Leonard Martin, age 60, joined the Company as a Vice
President in April 1997, was appointed President of MAS in June
1997 and was elected a director in August 1994. From April 1994
to June 1995, Mr. Martin has served as Chief Operating Officer of
Musgrave Machine & Tool, Inc., a machining company. From January
1989 to April 1994, Mr. Martin served as a consultant to the
North Carolina Air Cargo Authority in connection with the
establishment of the Global TransPark air cargo facility in
Kinston, North Carolina. From 1955 through 1988 Mr. Martin was
employed by Piedmont Airlines, a commercial passenger airline, in
various capacities, ultimately serving as Senior Vice President-
Passenger Services.
H. Wayne Ross, age 52, has served as President of CSA since
October 1988.
William H. Simpson, age 49, has served as Executive Vice
President of the Company since June 1990, as Vice President from
June 1983 to June 1990, and as a director of the Company since
June, 1985. Mr. Simpson is also the President and a director of
MAC, the Chief Executive Officer and a director of CSA and
Executive Vice President of MAS.
Menda J. Street, age 45, has served as Vice President of MAC
since 1984.
Claude S. Abernethy, Jr., age 70, was elected as director of
the Company in June 1990. For the past five years, Mr. Abernethy
has served as a Senior Vice President of Interstate/Johnson Lane
Corporation, a securities brokerage and investment banking firm.
Mr. Abernethy is also a director of Interstate/Johnson Lane
Incorporated, Carolina Mills, Inc. and Ridgeview Incorporated.
Sam Chesnutt, age 63, was elected a director of the Company in
August 1994. Mr. Chesnutt serves as President of Sam Chesnutt
and Associates, an agribusiness consulting firm. From November
1988 to December 1994, Mr. Chesnutt served as Executive Vice
President of AgriGeneral Company, L.P., an agribusiness firm.
Allison T. Clark, age 41, was elected a director of the Company
in May 1997. Mr. Clark has been self-employed in the real estate
development business since 1987.
<PAGE>
George C. Prill, age 74, has served as a director of the
Company since June 1982, as Chief Executive Officer and Chairman
of the Board of Directors from August 1982 until June 1983, and
as President from August 1982 until spring 1984. Mr. Prill has
served as an Editorial Director for General Publications, Inc., a
publisher of magazines devoted to the air transportation
industry, since November 1992 and was retired from 1990 until
that time. From 1979 to 1990, Mr. Prill served as President of
George C. Prill & Associates, Inc., of Charlottesville, Virginia,
which performed consulting services for the aerospace and airline
industry. Mr. Prill has served as President of Lockheed
International Company, as Assistant Administrator of the FAA, as
a Senior Vice President of the National Aeronautic Association
and Chairman of the Aerospace Industry Trade Advisory Committee.
Terry Sanford, age 79, was elected a director in August 1994.
Mr. Sanford is President Emeritus of Duke University, a position
held since 1985, and has been a Professor of Public Policy at the
Terry Sanford Institute of Public Policy at Duke University since
1992. In addition, since 1993, Mr. Sanford has been a partner of
The Sanford Holshouser Law Firm in Raleigh, North Carolina. From
1986 to 1993, Mr. Sanford served as a United States Senator
representing the State of North Carolina. Mr. Sanford serves on
the board of directors of IMC, Inc., the parent of Golden Corral
Corporation.
The officers of the Company and its subsidiaries each serve at
the pleasure of the Board of Directors. Walter Clark and Allison
Clark are brothers.
The Board of Directors has two standing committees: the Audit
Committee and the Compensation Committee. During the fiscal year
ended March 31, 1997, the Audit Committee consisted of Messrs.
Abernethy, Martin and Sanford, all of whom were then non-employee
directors. The Audit Committee met one time during the fiscal
year. The functions of the Audit Committee are to recommend to
the Board of Directors the firm of independent auditors to serve
the Company each fiscal year, to review the scope, fees and
results of the audit performed by the independent auditors and to
review the adequacy of the Company's system of internal
accounting controls and the scope and results of internal
auditing procedures. Currently, Messrs. Abernethy, Chesnutt and
Sanford serve on the Audit Committee.
The Compensation Committee, which met once during the most
recent fiscal year, consisted of Messrs. Chesnutt, Martin and
Prill, all of whom were then non-employee directors. The
functions of the Compensation Committee include establishing
policies for the compensation of the Company's executive officers
and determining the types and amounts of remuneration to be paid
to the Company's executive officers. Currently, Messrs.
Abernethy, Chesnutt and Prill serve on the Compensation
Committee.
During the fiscal year ended March 31, 1997, the Board of
Directors met two times. Each of the directors attended at least
75 percent of the total of the meetings of the Board of Directors
and committees thereof on which such director served during such
period, except Terry Sanford. Each director receives a
director's fee of $500 per month and an attendance fee of $500 is
paid to outside directors for each meeting of the board of
directors, or a committee thereof, attended.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company's knowledge, based solely on review of the
copies of reports under Section 16(a) of the Securities Exchange
Act of 1934 that have been furnished to the Company and written
representations that no other reports were required, during the
fiscal year ended March 31, 1997 all executive officers,
directors and greater than ten-percent beneficial owners have
complied with all applicable Section 16(a) filing requirements,
except that Mr. Walter Clark was late in filing his initial
report on Form 3.
The following table sets forth information regarding the
beneficial ownership of shares of Common Stock of the Company by
each director of the Company and by all directors and executive
officers of the Company as a group as of May 1, 1997, after
adjustment for the one-for-five reverse split of shares of Common
Stock effected on that date. Each person named in the table has
sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned, except as otherwise set
forth in the notes to the table.
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Shares and Percent
of Common Stock
Beneficially Owned
Name Position with Company as of May 1,1997
No. of Shares Percent
J. Hugh Bingham Senior Vice President, 116,080 (1)(2) 4.3%
Director
Walter Clark Chairman of the Board of 1,281,494 (3) 48.3%
Directors and Chief
Executive Officer
John J. Gioffre Vice President-Finance, 57,580 (4) 2.1%
Secretary and Treasurer,
Director
J. Leonard Martin Vice President, Director 100 (5) *
William H. Simpson Executive Vice President, 261,580 (1)(6) 9.6%
Director
Claude S. Abernethy, Jr. Director 22,611 *
Sam Chesnutt Director 3,600 *
Allison T. Clark Director 2,222 *
George C. Prill Director 45,966 1.7%
Terry Sanford Director 0 0%
All directors and N/A 1,813,253 (7) 63.9%
executive officers as a group
(12 persons)
_________________________________________
* Less than one percent.
(1) Includes 1,200 shares jointly held by Messrs. Simpson and
Bingham.
(2) Includes 58,000 shares under options granted by the Company
to Mr. Bingham.
(3) Includes 1,279,272 shares held by the estate of David Clark,
of which Mr. Walter Clark is a co-executor.
(4) Includes 33,000 shares under options granted by the Company
to Mr. Gioffre.
(5) Such 100 shares are held by Mr. Martin's spouse of which
shares Mr. Martin disclaims beneficial ownership.
(6) Includes 80,000 shares under options granted by the Company
to Mr. Simpson.
(7) Includes an aggregate of 186,000 shares of Common Stock
members of such group have the right to acquire within 60
days.
<PAGE>
CERTAIN TRANSACTIONS
The Company leases its corporate and operating facilities at
the Little Mountain, North Carolina airport from Little Mountain
Airport Associates, Inc. ("Airport Associates"), a corporation
whose stock is owned by J. Hugh Bingham, William H. Simpson, John
J. Gioffre, the estate of David Clark and three unaffiliated
third parties. On May 30, 1996, the Company renewed its lease
for this facility, scheduled to expire on that date, for an
additional five-year term, and adjusted the rent to account for
increases in the consumer price index. The lease may be extended
for an additional five-year term, with rental payments to be
adjusted to reflect changes in the consumer price index. Upon
the renewal, the monthly rental payment was increased from $7,000
to $8,073. The Company paid aggregate rental payments of $94,730
to Airport Associates pursuant to such lease during the fiscal
year ended March 31, 1997.
The Company believes that the terms of such lease are no less
favorable to the Company than would be available from an
independent third party.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation
paid during each of the three most recent fiscal years to the
Company's Chief Executive Officer, and to each of the other
individuals who were executive officers on March 31, 1997 with
total compensation of $100,000 or more. During this period,
David Clark served as the Company's Chief Executive Officer. Mr.
David Clark passed away on April 18, 1997.
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Position Year Salary ($) Bonus ($)
David Clark 1997 171,391 50,222
Chief Executive Officer 1996 155,749 59,583
1995 144,738 59,345
J. Hugh Bingham 1997 148,289 50,222
Senior Vice President 1996 126,441 67,583
1995 107,177 67,845
John J. Gioffre 1997 121,208 37,667
Vice President 1996 101,250 49,937
1995 99,898 52,134
William H. Simpson 1997 186,299 50,222
Executive Vice President 1996 155,364 73,583
1995 149,221 79,845
Menda J. Street 1997 96,206 38,110
Vice President of MAC 1996 93,316 38,291
1995 89,283 39,422
The following table sets forth the number of shares of Common Stock
underlying unexercised options at March 31, 1997 held by each of the
executive officers listed in the Summary Compensation Table. The
table also includes the value of such options at March 31, 1997
based upon the closing bid price of the Common Stock in the over-the-
counter market on that date ($4.50 per share) and the exercise price
of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Securities Value ofUnexercised
Shares Underlying Unexercised In-the-MoneyOptions
Acquire Value Options at FY-End (#) at FY-End ($)
On Realized Exer- Unexer- Exer- Unexer-
Name Exercise # ($) cisable cisable cisable cisable
David Clark - - - - - -
J. Hugh Bingham 20,000 51,000 58,000 - 261,000 -
John J. Gioffre 9,000 24,000 33,000 - 148,500 -
William H. Simpson 28,000 71,000 80,000 - 360,000 -
Menda J. Street - - 15,000 - 67,500 -
<PAGE>
EMPLOYMENT AGREEMENTS
Effective January 1, 1996, the Company and each of its
subsidiaries entered into an Employment Agreement with David
Clark, then the Company's Chief Executive Officer. The
employment agreement provided for an annual base salary of
$150,000, subject to increase upon annual review by the
Compensation Committee of the Company's Board of Directors. In
addition, the agreement provided for the payment to Mr. Clark of
annual incentive bonus compensation equal to two percent of the
Company's consolidated earnings before income taxes and
extraordinary items as reported by the Company in its Annual
Report on Form 10-K. Payment of such bonus is to be made within
15 days after the Company files its Annual Report on Form 10-K
with the Securities and Exchange Commission. Such payment was
made to Mr. Clark's estate.
By its terms, the initial term of the employment agreement
would have expired on December 31, 1998. Mr. Clark passed away
in April 1997.
The agreement provided that upon Mr. Clark's retirement, he
would have been entitled to receive an annual benefit equal to
$75,000 for up to ten years following termination of employment.
The agreement further provided that in the event Mr. Clark died
prior to the expiration of such ten-year period, the amount of
such benefit would be paid to his estate. Such amount will be
paid to Mr. Clark's estate over a ten-year period commencing June
1997.
The employment agreement provided that if the Company
terminated Mr. Clark's employment other than for "cause" (as
defined in the agreement), Mr. Clark would be entitled to receive
a lump sum cash payment equal to the amount of base salary
payable for the remaining term of the agreement (at the then
current rate) plus one-half of the maximum incentive bonus
compensation that would be payable if Mr. Clark continued
employment through the date of the expiration of the agreement.
Effective January 1, 1996, the Company and each of its
subsidiaries entered into employment agreements with J. Hugh
Bingham, John J. Gioffre and William H. Simpson, each of
substantially similar form. Each of such employment agreements
provides for an annual base salary ($130,000, $103,443 and
$165,537 for Messrs. Bingham, Gioffre and Simpson, respectively)
which may be increased upon annual review by the Compensation
Committee of the Company's Board of Directors. In addition, each
such agreement provides for the payment of annual incentive bonus
compensation equal to a percentage (2.0%, 1.5% and 2.0% for
Messrs. Bingham, Gioffre and Simpson, respectively) of the
Company's consolidated earnings before income taxes and
extraordinary items as reported by the Company in its Annual
Report on Form 10-K. Payment of such bonus is to be made within
15 days after the Company files its Annual Report on Form 10-K
with the Securities and Exchange Commission.
The current term of each such employment agreement expires on
March 31, 2000, and the term is automatically extended each March
31 for an additional year unless either such executive officer or
the Company's Board of Directors gives notice to terminate
automatic extensions which must be given by December 1 of each
year.
<PAGE>
Each such agreement provides that upon the executive
officer's retirement, he shall be entitled to receive an annual
benefit equal to $75,000 ($60,000 for Mr. Gioffre), reduced by
three percent for each full year that the termination of his
employment precedes the date he reaches age 65. The retirement
benefits under such agreements may be paid at the executive
officer's election in the form of a single life annuity or a
joint and survivor annuity or a life annuity with a ten-year
period certain. In addition, such executive officer may elect to
receive the entire retirement benefit in a lump sum payment equal
to the present value of the benefit based on standard insurance
annuity mortality tables and an interest rate equal to the 90-day
average of the yield on ten-year U.S. Treasury Notes.
Retirement benefits shall be paid commencing on such
executive officer's 65th birthday, provided that such executive
officer may elect to receive benefits on the later of his 62nd
birthday, in which case benefits will be reduced as described
above, or the date on which his employment terminates, provided
that notice of his termination of employment is given at least
one year prior to the termination of employment. Any retirement
benefits due under the employment agreement shall be offset by
any other retirement benefits that such executive officer
receives under any plan maintained by the Company. In the event
such executive officer becomes totally disabled prior to
retirement, he will be entitled to receive retirement benefits
calculated as described above.
In the event of such executive officer's death before
retirement, the agreement provides that the Company shall be
required to pay an annual death benefit to such officer's estate
equal to the single life annuity benefit such executive officer
would have received if he had terminated employment on the later
of his 65th birthday or the date of his death, payable over ten
years; provided that such amount would be reduced by five percent
for each year such executive officer's death occurs prior to age
65, but in no event more than 50 percent.
Each of the employment agreements provides that if the
Company terminates such executive officer's employment other than
for "cause" (as defined in the agreement), such executive officer
be entitled to receive a lump sum cash payment equal to the
amount of base salary payable for the remaining term of the
agreement (at the then current rate) plus one-half of the maximum
incentive bonus compensation that would be payable if such
executive officer continued employment through the date of the
expiration of the agreement(assuming for such purposes that the
amount of incentive bonus compensation would be the same in each
of the years remaining under the agreement as was paid for the
most recent year prior to termination of employment). Each of
the agreements further provides that if any payment on
termination of employment would not be deductible by the Company
under Section 280G(b)(2) of the Internal Revenue Code, the amount
of such payment would be reduced to the largest amount that would
be fully deductible by the Company.
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors
establishes the compensation paid to the Company's executive
officers, including the individuals named in the Summary
Compensation Table. The Compensation Committee met once during
the fiscal year and also communicated informally by telephone
conferences between certain members of the Committee and the
distribution of memoranda to all members of the Committee.
Policies
The Compensation Committee seeks to establish compensation
policies that provide appropriate rewards to the Company's
executive officers commensurate with their service with the
Company and to provide incentives for superior performance.
Executive compensation is comprised of two components: base
salary and annual cash bonuses. In setting an executive
officer's base salary, the Compensation Committee engages in a
subjective evaluation, examining the officer's level of
responsibility in the Company and previous base compensation, the
officer's performance over both the short and longer terms, the
Company's performance over those periods and the length of the
officer's service with the Company, assigning no particular
weight to any of these factors. The Company has entered into
employment agreements with certain of its executive officers
establishing a minimum base annual salary and providing for an
annual cash bonus equal to an established percentage of the
Company's earnings before income taxes and extraordinary items.
Accordingly, the Committee believes that a substantial portion of
compensation of executive officers will be tied directly to the
Company's overall financial performance.
Although no stock options were granted to the Company's
executive officers during the four most recent fiscal years,
stock options have been granted in previous years. Such awards
have been made on a discretionary basis. The Compensation
Committee believes that options are performance-based
compensation and serve as an incentive to management to remain
with the Company. Stock options and other equity-based
performance compensation may be awarded in the future.
Compensation of Chief Executive Officer
Mr. Clark's compensation was set in recognition of the effort
and financial commitments Mr. Clark has made in directing the
Company to its current level of profitability. Mr. Clark's
compensation was not tied to particular financial performance
criteria or objectives, and accordingly was based on the
Committee's subjective evaluation of Mr. Clark and the
performance of the Company. Mr. Clark's employment agreement
provides for a salary of at least $150,000 per year and an annual
bonus equal to two percent of the Company's annual earnings
before income taxes and extraordinary items.
(no graph)
Compensation Committee
Sam Chesnutt
J. Leonard Martin
George C. Prill
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AIR TRANSPORTATION HOLDING COMPANY, INC., NASDAQ
MARKET AND PEER ISSUERS INDICES
The following graph compares the Company's cumulative total
shareholder return for the five most recent fiscal years,
assuming an investment on March 31, 1992 of $100 in Common Stock
and reinvestment of all dividends in Common Stock, along with the
cumulative total returns determined on the same basis of a broad-
based equity market index -- The Center for Research in
Securities Prices (CRSP) Total Return Index for the Nasdaq Stock
Market (U.S. Companies) -- and a peer index including all U.S.
companies with stock registered with the Securities and Exchange
Commission having the same standard industrial classification
code as the Company.
(no graph)
March 31,
1992 1993 1994 1995 1996 1997
Company 100.00 141.7 255.7 211.4 233.1 194.3
Nasdaq 100.00 115.0 124.1 138.0 187.4 208.3
Peer (1) 100.00 115.0 147.4 147.3 163.6 222.0
__________________
(1) The peer issuers index is an index constructed by the
Company and is comprised of all U.S. companies with stock
registered with the Securities and Exchange Commission
having the same standard industrial classification code as
the Company: Airborne Freight Corporation, Federal Express
Corporation and Pittston Services Group, Inc., which
operates Emery Air Freight.
<PAGE>
ELECTION OF DIRECTORS
Under the Company's Certificate of Incorporation and bylaws,
directors are elected at each annual meeting and hold office
until their respective successors are elected and have qualified.
All of the incumbent directors were elected by the stockholders
at the last annual meeting. As provided in the Company's bylaws,
up to ten directors may be elected.
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors recommends that the stockholders
ratify the appointment of Deloitte & Touche LLP to serve as the
independent auditors for the Company and its subsidiary
corporations for the fiscal year ending March 31, 1998. This
firm has served as the independent auditors for the Company since
1983. Representatives of Deloitte & Touche LLP are expected to
be present at the annual meeting and will have an opportunity to
make a statement and will be available to respond to appropriate
questions.
ADDITIONAL INFORMATION
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER
OF THE COMPANY, AND TO EACH PERSON REPRESENTING THAT AS OF THE
RECORD DATE FOR THE MEETING HE OR SHE WAS A BENEFICIAL OWNER OF
SHARES ENTITLED TO BE VOTED AT THE MEETING, IF SOLICITED BY
WRITTEN REQUEST, A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON
FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING
THE FINANCIAL STATEMENTS. SUCH WRITTEN REQUESTS SHOULD BE
DIRECTED TO AIR TRANSPORTATION HOLDING COMPANY, INC., 3524
AIRPORT ROAD, MAIDEN, NORTH CAROLINA 28650, ATTENTION: MR. JOHN
J. GIOFFRE, SECRETARY.
OTHER MATTERS
The Board of Directors knows of no other matters that may be
presented at the meeting.
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AIR TRANSPORTATION HOLDING COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 13, 1997
AND
INFORMATION STATEMENT
July 10, 1997
