<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
[ ]Preliminary InformationStatement [ ]Confidential, for use ofthe Commission
[ ]Definitive Information Statement only (as permitted by Rule 14c-5(d)(2))
AIR T, INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] 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>
AIR T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2000
To Our Stockholders:
The annual meeting of stockholders of Air T, Inc. (the
"Company") will be held at One Independence Center, 101 North
Tryon Street, Suite 1900, Charlotte, North Carolina on Tuesday,
August 22, 2000 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 3,
2000 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 musteither attend the
meeting or deliver a valid proxy to a personwho 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
John J. Gioffre
Secretary
July 18, 2000
<PAGE>
Air T, Inc.
3524 Airport Road
Maiden, North Carolina 28650
Telephone (704) 377-2109
INFORMATION STATEMENT
This information statement is furnished to the stockholders
of Air T, 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
Tuesday, August 22, 2000 at 10:00 a.m. at One Independence
Center, 101 North Tryon Street, Suite 1900, 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 18, 2000. The Company's 2000 Annual Report to
Stockholders accompanies this information statement.
VOTING SECURITIES
Only stockholders of record at the close of business on July
3, 2000 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 2,746,153.
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 June 1, 2000 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 Beneficial
Class Name and Address of Ownership Precent
Beneficial Owner as of June 1, Of
2000 Class
Common Walter Clark and Caroline 1,339,716(1) 47.9%
Stock, par Clark, Executors(1)
value $.25 P.O. Box 488
per share Denver, North Carolina 28650
William H. Simpson 266,080(2) 9.6%
P.O. Box 488
Denver, North Carolina 28650
_____________________________
(1) Includes 1,279,272 shares controlled by such individuals as
the executors of the estate of David Clark, 8,222 shares
owned by Walter Clark, 50,000 shares purchasable by Walter
Clark under options awarded by the Company and 2,222 shares
owned by Caroline Clark.
(2) Includes 1,200 shares held jointly with J. Hugh Bingham and
20,500 shares under options granted by the Company.
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.
DIRECTORS AND EXECUTIVE OFFICERS
J. Hugh Bingham, age 54, 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 director of
CSA.
Walter Clark, age 43, has served as Chairman of the Board of
Directors of the Company and Chief Executive Officer since April
<PAGE>
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 56, 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 63, was elected a director in August
1994 and joined the Company as a Vice President in April 1997.
From June 1995 until April 1997, Mr. Martin was an independent
aviation consultant. 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.
William H. Simpson, age 52, 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 20, 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 48, has served as Vice President of MAC
since 1984, and in various other capacities at MAC since 1979.
Claude S. Abernethy, Jr., age 73, 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 IJL Wachovia Securities,
a securities brokerage and investment banking firm, and its
predecessor. Mr. Abernethy is also a director of Carolina Mills,
Inc. and Ridgeview Incorporated.
Sam Chesnutt, age 66, 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 44, has served as a director of the
Company since May 1997. Mr. Clark is self-employed in the real
estate development business since 1987.
Herman A. Moore, age 70, was elected a director of the
Company on June 22, 1998. Mr. Moore is the president of Herman
A. Moore & Assoc., Inc., a real estate development company.
<PAGE>
George C. Prill, age 77, 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.
The officers of the Company and its subsidiaries each serve
at the pleasure of the Board of Directors. Allison Clark and
Walter Clark are brothers.
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.
Pursuant to the Company's 1998 Omnibus Securities Award Plan (the
"Plan") each director who is not an employee of the Company
received an option to purchase 1,000 shares of Common Stock at an
exercise price of $6.375 per share (the closing bid price per
share on the date of stockholder approval of the Plan.) The Plan
provides for a similar option award to any director first elected
to the board after the date the stockholders approved the Plan.
Such options expire ten years after the date they were granted.
The Board of Directors has two standing committees: the
Audit Committee and the Compensation Committee. The Audit
Committee consists of Messrs. Abernethy, Chesnutt and Moore each
of whom is not an employee of the Company. The Audit Committee
met once during the fiscal year. On May 18, 2000, the Company
adopted a charter for the Audit Committee. The principal
functions of the Audit Committee, included in the charter, 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, to meet at least quarterly to
review the Company's financial results with management and the
independent auditors prior to the release of quarterly financial
information, and to prepare and issue to the Board of Directors
annually a summary report suitable for submission to the
stockholders. On June 6, 2000, the Company certified to Nasdaq
the Company's compliance with Nasdaq's new audit committee
charter requirements and compliance with the new audit committee
structure and composition requirements.
The Compensation Committee, which met twice times during the
most recent fiscal year, consists of Messrs. Abernethy, Chesnutt
and Prill, all of whom are 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.
During the fiscal year ended March 31, 2000, the Board of
<PAGE>
Directors met three 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.
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 June 1, 2000. 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 DIRECTORS AND EXECUTIVE OFFICERS
Shares and Percent of
Common Stock Beneficially
Owned as of June 1, 2000
Name Position with Company No. of Shares Percent
J. Hugh Bingham President, Chief 122,080(1)(2) 4.4%
Operating Officer,
Director
Walter Clark Chairman of the 1,337,494(3) 47.8%
Board of Directors
and Chief Executive
Officer
John J. Gioffre Vice President- 60,580(4) 2.2%
Finance, Chief
Financial Officer,
Secretary and
Treasurer, Director
J. Leonard Vice President, 3,100(5) *
Martin Director
William H. Executive Vice 266,080(1)(6) 9.6%
Simpson President, Director
Claude S. Director 44,611(7)(8) 1.6%
Abernethy, Jr.
Sam Chesnutt Director 10,100(7) *
Allison T. Director 3,222(7) *
Clark
Herman A. Moore Director 31,000(7) 1.1%
George C. Prill Director 46,966(7) 1.7%
All directors N/A 1,942,033(9) 68.5%
and executive
officers as a
group (11
persons)
__________________________________________
* Less than one percent.
(1) Includes 1,200 shares jointly held by Messrs. Simpson and Bingham.
(2) Includes 3,000 shares under options granted by the Company to
Mr. Bingham.
<PAGE>
(3) Includes 1,279,272 shares held by the estate of David Clark,
of which Mr. Walter Clark is a co-executor and 50,000 shares
under options granted by the Company to Mr. Walter Clark.
(4) Includes 3,000 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 and 3,000
shares under options granted by the Company to Mr. Martin.
(6) Includes 20,500 shares under options granted by the Company
to Mr. Simpson.
(7) Includes 1,000 shares under options granted by the Company.
(8) Includes 20,400 shares held by the Estate of Raenelle B.
Abernethy, of which Mr. Abernethy is the executor.
(9) Includes an aggregate of 87,500 shares of Common Stock
members of such group have the right to acquire within 60
days.
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 the four other executive
officers on March 31, 2000 with total compensation of $100,000 or
more.
SUMMARY COMPENSATION TABLE
Long-term
Name and Principal Annual Compensation Compensation Awards
Position Year Salary($) Bonus($) Securities Underlying
Options (#)
Walter Clark (1) 2000 130,189 15,080 50,000
Chief Executive 1999 132,527 20,900 -
Officer 1998 76,236 10,000 -
J. Hugh Bingham 2000 203,325 15,080 -
President 1999 203,774 20,900 9,000
1998 184,445 70,721 -
John J. Gioffre 2000 126,545 11,311 -
Vice President 1999 128,297 15,675 9,000
1998 127,142 52,641 -
J. Leonard Martin (2) 2000 126,849 6,880 -
Vice President 1999 129,955 4,000 9,000
1998 117,751 15,953 -
William H. Simpson 2000 203,463 15,080 9,000
Executive Vice 1999 204,008 20,900 -
President 1998 195,809 70,721 -
__________________________________________
(1) Mr. Walter Clark commenced his employment in April 1997.
(2) Mr. Martin commenced his employment in April 1997.
<PAGE>
The following table sets forth, for each of the executive
officers listed in the Summary Compensation Table information
with respect to grants of options to purchase Common Stock made
by the Company to such executive officers during the fiscal year
ended March 31, 2000, as well as a calculation of the potential
realizable value based upon assumed annual rates of stock price
appreciation of five and ten percent per year.
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Individual Percent of Realizable value at
Grants Total Exer- Assumed
Numberof Options cise Annual Rates of
Securities Granted To or Stock Price
Underlying Employees Base Appreciation
Options in Price for option
Name Granted(#) Fiscal Expiration Term (3)
Year ($/SH) Date 5%($) 10%($)
Walter Clark(1) 50,000 56.2% 3.19 1/28/10 100,309 254,202
J. Hugh Bingham - - - - - -
John J. Gioffre - - - - - -
J. Leonard Martin - - - - - -
William H.Simpson(2) 9,000 10.1% 3.19 1/28/05 7,932 17,528
_________________
(1)The options were granted pursuant to the Company's 1998
Omnibus Securities Award Plan (the "Plan"). Options become
exercisable upon the date of grant. The options expire ten
years after the date of grant. In addition, the options
expire immediately upon the termination of employment, other
than termination by the Company without cause or as a result
of death, permanent disability or retirement after age 55
with the consent of the Company. Options expire three months
after termination of employment without cause, one year after
death, permanent disability or retirement after age 55 with
the consent of the Company.
(2)The options were granted pursuant to the Plan. Options
become exercisable with respect to one-half of the total
number of shares on the date of grant and with respect to the
other one half on the first anniversary of the date of grant.
In addition, upon a "change in control" of the Company, as
defined in the Plan, the options become immediately
exercisable. The options expire five years after the date of
grant. In addition, the options expire immediately upon the
termination of employment, other than termination by the
Company without cause or as a result of death, permanent
disability or retirement after age 55 with the consent of the
Company. Options expire three months after termination of
employment without cause, one year after death, permanent
disability or retirement after age 55 with the consent of the
Company.
(3)These amounts, based on the assumed 5% and 10% appreciation
rates prescribed by the Securities and Exchange Commission
rules, are not intended to forecast possible future
appreciation, if any, of the price of the Common Stock and
may not reflect the actual value ultimately realized by
recipients of the options.
<PAGE>
The following table sets forth, for each of the executive
officers listed in the Summary Compensation Table who exercised
options to purchase shares of Common Stock during the most recent
fiscal year, the number of shares purchased and the value
realized upon exercise, which is determined based on the
aggregate fair market value of the shares at the time of the
exercise minus the aggregate exercise price. The table also sets
forth the number of shares of Common Stock underlying unexercised
options at March 31, 2000 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, 2000 based upon
the closing bid price of the Company's Common Stock in the over-
the-counter market on that date ($3.50 per share) and the
exercise price of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Securities In-the-Money
Shares Underlying Unexercised Options
Acquired Value Options at FY-End (#) at FY-End ($)
On Realized Exercis Unexercis Exercis Unexercis
Name Exercise# ($) able able able able
Walter Clark - - 50,000 - 15,500 -
J. Hugh Bingham - - 9,000 6,000 15,750 4,500
John J. Gioffre - - 7,000 6,000 11,250 4,500
J. Leonard Martin - - 3,000 6,000 2,250 4,500
William H.Simpson - - 28,500 4,500 57,395 1,395
EMPLOYMENT AGREEMENTS
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 initial term of each such employment agreement expires
on March 31, 1999, and the term is automatically extended for
additional one-year terms 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 (commencing with December 1, 1996).
<PAGE>
Each such agreement provides that upon the executive
officer's retirement, he shall be entitled to receive an annual
benefit equal $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.
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
<PAGE>
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 $96,876
to Airport Associates pursuant to such lease during the fiscal
year ended March 31, 2000. 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.
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 four times
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 three components: base
salary, annual cash bonuses and stock option awards. 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.
In addition, during the fiscal year ended March 31, 1999,
the Company awarded executive officers and other employees
bonuses under the Company's 1998 Omnibus Securities Award Plan.
Because the Company has not awarded stock options to its
employees in the several years, and then awarded options only to
executive officers, option awards were fairly uniformly
distributed among the key employees of the Company, with each
executive officer (other than the Chief Executive Officer and the
Executive Vice President) receiving 9,000 options. In the most
<PAGE>
recent fiscal year, the Company awarded 9,000 options to the
Executive Vice President and 50,000 options to the Chief
Executive Officer. These options expire five and ten years,
respectively, after they were awarded. The options awarded to
the Chief Executive Officer were fully exercisable on the date of
grant, while the options awarded to the Executive Vice President
became exercisable on the date of grant with respect to one half
of the shares, and will become exercisable with respect to the
remaining half one year after the date of grant. 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
Upon Mr. Walter Clark's appointment as Chief Executive
Officer in April 1997, the Committee established his initial
annual salary at $60,000. The Committee authorized an increase
in Mr. Walter Clark's annual salary to $120,000 in January 1998.
In setting Mr. Walter Clark's salary, the Committee deferred in
part to Mr. Walter Clark's request that his compensation be kept
relatively low. In determining salary and bonus for Mr. Walter
Clark, the Committee has used its subjective evaluation of
Mr. Walter Clark's performance and responsibilities, the
Company's overall performance and his request that his
compensation be relatively low. The Committee believes that the
scope and his performance of his responsibilities, would justify
a higher level of salary and bonus compensation to Mr. Walter
Clark. As noted above, in the most recent fiscal year, the
Company awarded 50,000 options to Mr. Walter Clark which vested
immediately and are exercisable for a period of ten years. Mr.
Clark had not previously received any option award. The
Committee believed, based on its subjective analysis, that the
amount of such award provides an appropriate level of incentive
compensation to Mr. Clark.
Compensation Committee
Claude S. Abernethy, Jr.
Sam Chesnutt
George C. Prill
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the Company's cumulative total
shareholder return at the end of the five most recent fiscal
years, assuming an investment on March 31, 1995 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 - the CRSP Nasdaq
Trucking & Transportation Index.
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SECTION 15(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, 2000 all executive officers, directors and greater
than ten-percent beneficial owners have complied with all applicable
Section 16(a)filing requirements, except that Messrs. Bingham, Gioffre
and Simpson were each late in submitting one report for the exercise
of options awarded by the Company.
RATIFICATIN 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, 2001. The 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.
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ADDITIONAL INFORMATION
THE COMPANY WILL FURNISH WITHOUT CAUSE 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, IS SOLICITED BY WRITTEN REQUEST, A COPY OF THE
COMPANY'S 2000 ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS. SUCH
WRITTEN REQUESTS SHOULD BE DIRECTED TO AIR T, 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 T, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 2000
AND
INFORMATION STATEMENT
JULY 18, 2000
